Exhibit 10.31


    
      

    

    
      Exhibit
        10.31

       

      AMENDMENT
        NO. 2 AND WAIVER TO REGISTRATION RIGHTS AGREEMENT 

       

      


      This
        AMENDMENT NO. 2 AND WAIVER TO REGISTRATION RIGHTS AGREEMENT, dated as of
        January
        27, 2006 (this “Amendment
        No. 2”),
        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;

      


      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”, “Filing Date” and “Registrable Securities”
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 27, 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 31, 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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Registrable
        Securities”
means
        (i) the shares of Common Stock issuable upon exercise of the Warrants and
        (ii)
        the shares of Common Stock issuable pursuant to Amendment No. 1 and Waiver
        to
        Registration Rights Agreement by and between the Company and the Purchaser,
        dated as of June 12, 2006. 

       

      2.    Laurus
        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. 2.

      


      3.    This
        Amendment No. 2 shall be effective as of the date hereof following the execution
        of same by each of the Company and Laurus. 

      


      4.    Except
        as
        set forth in this Amendment No. 2, there are no other amendments to the
        Registration Rights Agreement, and all of the other terms and provisions
        of the
        Registration Rights Agreement remain in full force and effect. This Amendment
        No. 2 supercedes any prior amendments to the Registration Rights Agreement.
        

      


      5.    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. 

      


      6.    This
        Amendment No. 2 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. 2 SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
        BY THE LAW OF THE STATE OF NEW YORK.
        This
        Amendment No. 2 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. 2 to Registration Rights
        Agreement signed in its name effective as of this 17th
        day
        of
        July 2006.

       

      
        


        
          	 	
                  IMPART
                    MEDIA GROUP, INC.

                
	 	 	 
	 	 	 
	 	
                  By:

                	
                  /s/Thomas
                    Muniz

                
	 	 	
                  Name:
                    Thomas Muniz

                
	 	 	
                  Title:
                    President

                
	 	 	 
	 	 	 
	 	 	 
	 	
                  LAURUS
                    MASTER FUND, LTD.

                
	 	 	 
	 	 	 
	 	
                  By:

                	
                  /s/David
                    Grin

                
	 	 	
                  Name:
                    David Grin

                
	 	 	
                  Title:
                    Managing Director