Exhibit
        10.30

      


      AMENDMENT
        NO. 1 AND WAIVER TO REGISTRATION RIGHTS AGREEMENT 

       

      


      This
        AMENDMENT NO. 1 AND WAIVER TO REGISTRATION RIGHTS AGREEMENT, dated as of
        January
        27, 2006 (this “Amendment
        No. 1”),
        by
        and between IMPART MEDIA GROUP, INC. a Nevada corporation (the "Company"),
        and
        LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus").

      


      Reference
        is made to that certain Registration Rights Agreement, dated as of January
        27,
        2006, by and between the Company and Laurus (as amended, modified or
        supplemented from time to time, the “Registration Rights Agreement”) pursuant to
        which, among other things, the Company agreed to undertake the registration
        with
        the Securities and Exchange Commission of shares issuable pursuant to a warrant
        to purchase up to 750,000 shares of the Company’s common stock (as amended,
        modified or supplemented from time to time, the “Initial
        Warrant”).
        Capitalized terms used herein without definition shall have the meanings
        ascribed to such terms in the Registration Rights Agreement; and

      


      WHEREAS,
        the Company and Laurus have agreed to make certain changes to the Registration
        Rights Agreement and, in connection therewith, the Company has agreed to
        issue
        to Laurus 30,000 shares of the Common Stock of the Company (the “New
        Shares”);

      


      NOW,
        THEREFORE, in consideration of the above, and for other good and valuable
        consideration, the receipt and sufficiency of which is hereby acknowledged,
        the
        parties hereto agree as follows:

       

      1.    The
        definitions of “Effectiveness Date” and “Filing Date” contained in Section 1 of
        the Registration Rights Agreement are hereby deleted in their entirety and
        the
        following definitions are hereby inserted in lieu thereof:

      


      “Effectiveness
        Date”
means,
        (i) with respect to the Registration Statement required to be filed in
        connection with the Warrants issued on the date hereof, a date no later than
        November 13, 2006; and (ii) with respect to each additional Registration
        Statement required to be filed hereunder (if any), a date no later than thirty
        (30) days following the applicable Filing Date.

       

      "Filing
        Date"
        means,
        with respect to (1) the Registration Statement required to be filed in
        connection with the shares of Common Stock issuable to the Holder upon exercise
        of a Warrant, July 15, 2006, and (2) the Registration Statement required
        to be
        filed in connection with the shares of Common Stock issuable to the Holder
        as a
        result of adjustments to the Exercise Price made pursuant to Section 4 of
        the
        Warrant or otherwise, thirty (30) days after the occurrence of such event
        or the
        date of the adjustment of the Exercise Price.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      2.    The
        Purchaser hereby agrees to waive all defaults that have occurred or may have
        occurred directly as a result of the Company’s failure to file the Registration
        Statement within the time period required by the Registration Rights Agreement
        prior to giving effect to this Amendment No. 1.

      


      3.    In
        consideration for the covenants and agreements herein, the Company hereby
        agrees
        to issue the New Shares to Laurus on the date hereof.

       

      4.    This
        Amendment No. 1 shall be effective as of the date hereof following (i) the
        execution of same by each of the Company and the Laurus and (ii) the issuance
        by
        the Company to Laurus of the New Shares. 

      


      5.    There
        are
        no other amendments to the Registration Rights Agreement, and all of the
        other
        forms, terms and provisions of the Registration Rights Agreement remain in
        full
        force and effect.

      


      6.    Except
        as
        set forth on Schedule
        A
        hereto,
        the Company hereby represents and warrants to Laurus that as of the date
        hereof
        all representation, warranties and covenants made by Company in the Registration
        Rights Agreement are true correct and complete and all of Company’s covenants
        requirements contained therein have been met. 

      


      7.    This
        Amendment No. 1 shall be binding upon the parties hereto and their respective
        successors and permitted assigns and shall inure to the benefit of and be
        enforce-able by each of the parties hereto and its successors and permitted
        assigns. THIS
        AMENDMENT NO. 1 SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
        BY THE LAW OF THE STATE OF NEW YORK.
        This
        Amendment No. 1 may be executed in any number of counterparts, each of which
        shall be an original, but all of which shall constitute one instrument.



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        each of
        the Company and Laurus has caused this Amendment No. 1 to Registration Rights
        Agreement signed in its name effective as of this 12th
        day of
        June 2006.

      


      


      
        	 	
                IMPART
                  MEDIA GROUP, INC.

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/Joseph
                  Martinez

              
	 	 	
                Name:
                  Joseph Martinez

              
	 	 	
                Title:
                  Chief Executive Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                LAURUS
                  MASTER FUND, LTD.

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/David
                  Grin

              
	 	
                 

              	
                
                  Name:
                    David Grin

                

              
	 	
                 

              	
                
                  Title:
                    Managing Director

                

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

      


      


      The
        parties hereto agree and acknowledge that:

      


      1.    The
        Company
        has not completed the preparation of its financial statements
        for the quarter ended March 31, 2006 or filed in a timely manner its
        Quarterly Report on Form 10-Q or Form 10-QSB for that quarter.

       

      2.    As
        a result
        of the Company's failure to file its Quarterly Report
        for the quarter ended March 31, 2006, the Company's stock trading symbol
        has been modified to add an "e" to indicate such failure. While the Company
        has not received a notice of delisting from the OTCBB, so long as the
        Company fails to file such Quarterly Report, there is a possibility that
        the
        Company's common stock may be so delisted.