Exhibit 10.29


    
      

    

    Exhibit
      10.29

    


    COMMON
      STOCK PURCHASE AGREEMENT

    


    


    This
      Common Stock Purchase Agreement (the "Agreement") is dated as of
      ___________ ___,
      2006
      by and among Impart Media Group, Inc., a corporation organized under the laws
      of
      the State of Nevada (the "Company") (OTCBB: "IMMG") and __________ (or its
      assigns). (the "Purchaser").

    


    WHEREAS,
      the parties desire that, upon the terms and subject to the conditions contained
      herein, the Company shall issue and sell to the Purchaser and the Purchaser
      shall purchase ______________________ of the Company's common stock (the "Common
      Stock"); and

    


    WHEREAS,
      such purchase and sale will be made in reliance upon the provisions of Section
      4(2) and Rule 506 of Regulation D ("Regulation D") of the United States
      Securities Act of 1933, as amended, and the rules and regulations promulgated
      thereunder (the "Securities Act"), or upon such other exemption from the
      registration requirements of the Securities Act as may be available with respect
      to any or all of the purchases of Common Stock to be made
      hereunder.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, the receipt and sufficiency of which are hereby acknowledged, the
      parties hereto hereby agree as follows:

     

    ARTICLE
      I


     

    Purchase
      and Sale of Stock

     

    Section
      1.1    Purchase
      and Sale of Common Shares.
      Upon
      the following terms and subject to the conditions contained herein, the Company
      shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser
      shall purchase from the Company, an aggregate of _______ shares of Common Stock
      (the "Common Shares"), for
      a
      total consideration _____ or _____ per share. In addition, for each Common
      Share
      Purchase, the Purchaser is entitled to receive one/half of a warrant to purchase
      additional shares in the future per the terms of the attached Warrant
      H.

     

    Section
      1.2    Closing.
      The
      closing of the purchase and sale of the Common Shares (the "Closing") to be
      acquired by the Purchaser from the
      Company shall take place at the offices of Seller on the
      date
      hereof (the "Closing Date").


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II


     

    Representations
      and Warranties

     

    Section
      2.1    Representations
      and Warranties of the Company.
      In
      order to induce the Purchaser to enter into this Agreement and to purchase
      the
      Common Shares, the Company hereby makes the following representations and
      warranties to the Purchaser:

     

    (a)    Organization,
      Good Standing and Power.
      The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the jurisdiction of its incorporation or
      organization and
      has
      the requisite corporate power to own, lease and operate its properties and
      assets and
      to
conduct
      its business as it is now being conducted and to enter into this Agreement
      and
      to perform its obligations hereunder.

     

    (b)    Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and
      perform this Agreement and
      to
      issue and sell the Common Shares in accordance with the terms hereof. The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by it of the transactions contemplated hereby have been duly and
      validly authorized by all necessary corporate action, and no further consent
      or
      authorization of the Company or its Board of Directors or stockholders is
      required. This Agreement has been duly executed and delivered by the Company.
      This Agreement constitutes a valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation, conservatorship, receivership or
      similar laws relating to, or affecting generally the enforcement of, creditor’s
      rights and remedies or by other equitable principles of general
      application. 

     

    (c)    Issuance
      of Shares.
      The
      Common Shares to be issued at the Closing have been duly authorized by all
      necessary corporate action and, when paid for or issued in accordance with
      the
      terms hereof, the Common Shares shall be validly issued and outstanding, fully
      paid and nonassessable.

     

    (d)    No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated herein and therein
      do not and will not (i) violate any provision of the Company’s Certificate of
      Incorporation ("Articles") or Bylaws, (ii) conflict with, or constitute a
      default (or an event which with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, any agreement, mortgage, deed of trust,
      indenture, note, bond, license, lease agreement, instrument or obligation to
      which the Company is a party or by which any of its properties or assets are
      bound, (iii) create or impose a lien, mortgage, security interest, charge or
      encumbrance of any nature whatsoever on any property of the Company under any
      agreement or any commitment to which the Company is a party or by which the
      Company is bound or by which any of its properties or assets are bound, or
      (iv)
      result in a violation of any rule, regulation, order, judgment or decree
      applicable to the Company or by which any property or asset of the Company
      is
      bound or affected, except, in all cases other than violations pursuant to clause
      (i) above, for such conflicts, defaults, terminations, amendments, acceleration,
      cancellations and violations as would not, individually or in the aggregate,
      have a Material Adverse Effect.
      "Material Adverse Effect" shall mean any effect on the business, operations,
      properties, prospects, or financial condition of the Company that is material
      and adverse to the Company and its subsidiaries and affiliates, taken as a
      whole. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)    Certain
      Fees.
      The
      Company has not employed any broker or finder or incurred any liability for
      any
      brokerage or investment banking fees, commissions, finders' or structuring
      fees,
      financial advisory fees or other similar fees in connection with this
      Agreement.

     

    Section
      2.2    Representations
      and Warranties of the Purchaser.
      The
      Purchaser hereby makes the following representations and warranties to the
      Company:

     

    (a)    Organization
      and Standing of the Purchaser.
      The
      purchaser is an individual purchasing for his personal investment. 

     

    (b)    Authorization
      and Power.
      The
      Purchaser has the requisite power and authority to enter into and perform this
      Agreement and to purchase the Common Shares being sold to it hereunder. The
      execution, delivery and performance of this Agreement by the Purchaser and
      the
      consummation by it of the transactions contemplated hereby have been duly
      authorized by all necessary corporate action and no further consent or
      authorization of the Purchaser or its Board of Directors, stockholders,
      members, managers or partners, as the case may be, is required. This Agreement
      has been duly executed and delivered by the Purchaser on the Closing Date.
      This
      Agreement constitutes a valid and binding obligation of the Purchaser
      enforceable against the Purchaser in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation, conservatorship, or similar laws
      relating to, or affecting generally the enforcement of, creditors' rights or
      remedies or by other equitable principles of general application.

     

    (c)    No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and
      the
      consummation by the Purchaser of the transactions contemplated herein do not
      and
      will not (i) result in a violation of the
      Purchaser’s charter documents, bylaws, partnership agreement, operating
      agreement or other organizational documents, or (ii) conflict with, constitute
      a
      default (or an event which with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation of any agreement, indenture or
      instrument to which the Purchaser is a party of by which the Purchaser is bound,
      or result in a violation of any law, rule, or regulation, or any order, judgment
      or decree of any court or governmental agency applicable to the Purchaser or
      its
      properties (except for such conflicts, defaults and violations as would not,
      individually or in the aggregate, have a material adverse effect on the
      Purchaser).

     

    (d)    Acquisition
      for Investment.
      The
      Purchaser is purchasing the Common Shares solely for its own account for the
      purpose of investment and not with a view to or for sale in connection with
      distribution. The Purchaser does not have a present intention to sell the Common
      Shares, nor a present arrangement (whether or not legally
      binding) or intention to effect any distribution of the Common Shares to or
      through any person or entity. The Purchaser acknowledges that it is able to
      bear
      the financial risks associated with an investment in the Common Shares and
      that
      it has been given full access to such records of the Company and to the officers
      of the Company as it has deemed necessary or appropriate to conduct its due
      diligence investigation.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)    Accredited
      Purchasers.
      The
      Purchaser is an "accredited investor" as defined in Regulation D promulgated
      under the Securities Act.
      The
      Purchaser has such knowledge and experience in financial and business matters
      that the Purchaser is capable of evaluating the merits and risks of the
      Purchaser's investment in the Company.

     

    (f)    Rule
      144.
      The
      Purchaser understands that the Common Shares must be held indefinitely unless
      such Shares are registered under the Securities Act or an exemption from
      registration is available. The Purchaser acknowledges that the Purchaser is
      familiar with Rule 144 of the rules and regulations of the Securities and
      Exchange Commission (“SEC”), as amended, promulgated pursuant to the Securities
      Act ("Rule 144"), and that the Purchaser has been advised that Rule 144 permits
      resales only under certain circumstances. The Purchaser understands that to
      the
      extent that Rule 144 is not available, the Purchaser will be unable to sell
      any
      Shares without either registration under the Securities Act or the existence
      of
      another exemption from such registration requirement.

     

    (g)    No
      Broker-Dealer Affiliation.
      The
      Purchasers is not a broker-dealer registered with the Commission or an affiliate
      (as such term is defined in Rule 144(a) promulgated under the Securities Act)
      of
      a broker-dealer registered with the Commission.

     

    (h)    General.
      The
      Purchaser understands that the Common Shares are being offered and sold in
      reliance on a transactional exemption from the registration requirement of
      federal
      and state securities laws and the Company is relying upon the truth and accuracy
      of the representations, warranties, agreements, acknowledgments and
      understandings of the Purchaser set forth herein in order to determine the
      applicability of such exemptions and the suitability of such Purchaser to
      acquire the Common Shares. The Purchaser understands that no United States
      federal or state agency or any government or governmental agency has passed
      upon
      or made any recommendation or endorsement of the Common Shares.

     

    (i)    No
      General Solicitation.
      The
      Purchaser acknowledges that the Common Shares were not offered to the Purchaser
      by means of any form of general or public solicitation or general advertising,
      or publicly disseminated advertisements or sales literature, including (i)
      any
      advertisement, article, notice or other communication published in any
      newspaper, magazine, or similar media, or broadcast over television or radio,
      or
      (ii) any seminar or meeting to which the Purchaser was invited by any of the
      foregoing means of communications.

     

    (j)    No
      Commissions or Similar Fees.
      In
      connection with the purchase of the Common Shares by the Purchaser, the
      Purchaser has not and will not pay, and has no knowledge of the payment of,
      any
      commission or other direct or indirect remuneration to any person or entity
      for
      soliciting or otherwise coordinating the purchase of such securities, except
      to
      such persons or entities as are duly licensed and/or registered to engage in
      securities offering and selling activities (or are exempt from such licensing
      and/or registration requirements) under applicable federal laws and the laws
      of
      the state(s) in which such activities have taken place in connection with the
      transaction contemplated by this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III


     

    Stock
      Certificate Legend

     

    Section
      4.1    Legend.
      Each
      certificate representing the Common Shares, as applicable and appropriate,
      shall
      be stamped or otherwise imprinted with a legend in substantially the following
      form (in addition to any legend required by applicable federal, provincial
      or
      state securities or "blue sky" laws):

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
      OR STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED
      OR
      HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
      ACT
      AND UNDER APPLICABLE STATE SECURITIES LAWS OR IMPART MEDIA GROUP, INC. (THE
      "COMPANY") SHALL HAVE RECEIVED AN OPINION IN FORM, SCOPE AND SUBSTANCE
      REASONABLY ACCEPTABLE TO THE COMPANY, OF COUNSEL, WHO IS REASONABLY ACCEPTABLE
      TO THE COMPANY, THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT
      AND UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS IS
      NOT
      REQUIRED.

     

    ARTICLE
      IV

     

    Miscellaneous

     

    Section
      4.1    Fees
      and Expenses.
      The
      Company shall not pay the fees and expenses of Purchaser for its advisors,
      counsel, accountants and other experts, if any, and all other expenses, incurred
      by such party incident to the negotiation, preparation, execution, delivery
      and
      performance of this Agreement.

     

    Section
      4.2    Consent
      to Jurisdiction.
      Each of
      the Company and the Purchaser (i) hereby irrevocably submits to the jurisdiction
      of the United States District Court sitting in the Western District of the
      State
      of Washington and the courts of the State of Washington located in King County
      for the purposes of any suit, action or proceeding arising out of or relating
      to
      this Agreement or the transactions contemplated hereunder or thereunder and
      (ii)
      hereby waives, and agrees not to assert in any such suit, action or proceeding,
      any claim that it is not personally subject to the jurisdiction of such court,
      that the suit, action or proceeding is brought in an inconvenient forum or
      that
      the venue of the
      suit,
      action or proceeding is improper. Each of the Company and the Purchaser consents
      to process being served in any such suit, action or proceeding by mailing a
      copy
      thereof to such party at the address in effect for notices to it under this
      Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing in this Section 4.2 shall affect
      or limit any right to serve process in any other manner permitted by
      law.

     

    Section
      4.3    Entire
      Agreement; Amendment.
      This
      Agreement contains the entire understanding and agreement of the parties with
      respect to the matters covered hereby and, except as specifically set forth
      herein, neither the Company nor the Purchaser makes any representation,
      warranty, covenant or undertaking with respect to such
      matters, and they supersede all prior understandings and agreements with respect
      to said subject matter, all of which are merged herein. No provision of this
      Agreement may be waived or
      amended, except by a written instrument signed by the Company and the
      Purchaser.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      4.4    Notices.
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery by telex (with correct answer back received), telecopy or facsimile
      at
      the address or
      number
      designated below (if delivered on a business day during normal business hours
      where such notice is to be received), or the first business day following such
      delivery (if delivered other than on a business day during normal business
      hours
      where such notice is to be received) or (b) on
      the
      second business day following the date of mailing by express courier service,
      fully prepaid,
      addressed to such address, or upon actual receipt of such mailing, whichever
      shall first occur. The addresses for such communications shall be:

     

    If
      to the
      Company: 

    


    David
      V.
      Lott, CEO

    Impart
      Media Group, Inc

    1300
      N.
      Northlake Way

    Seattle,
      WA 98103

    Telephone:
      800-544-3343

    Facsimile:
      801-853-0379

     

    


    If
      to the
      Purchaser:

    


    _________________

    _________________

    _________________

     

    Any
      party
      hereto may from time to time change its address for notices by giving at least
      ten (10) days written notice of such changed address to the other party
      hereto.

     

    Section
      4.5    Waivers.
      No
      waiver by either party of any default with respect to any provision, condition
      or requirement of this Agreement shall be deemed to be a continuing waiver
      in
      the
      future or a waiver of any other provisions, condition or requirement hereof,
      nor
      shall any delay
      or
      omission of any party to exercise any right hereunder in any manner impair
      the
      exercise of any such right accruing to it thereafter.

     

    Section
      4.6    Headings.
      The
      article, section and subsection headings in this Agreement are for convenience
      only and shall not constitute a part of this Agreement for any other purpose
      and
      shall not be deemed to limit or affect any of the provisions
      hereof.

     

    Section
      4.7    Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns. No rights or obligations hereunder may be assigned
      by either party hereto, except that the rights and obligations of the Company
      may be assigned.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      4.8    No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

     

    Section
      4.9    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of Washington, without giving effect to the choice of law
      provisions.
      This
      Agreement shall not be interpreted or construed with any presumption against
      the
      party causing this Agreement to be drafted.

     

    Section
      4.10    Survival.
      The
      representations, warranties, agreements and covenants set forth in this
      Agreement shall survive the execution and delivery hereof and the Closing
      hereunder indefinitely.

     

    Section
      4.11    Counterparts.
      This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument and shall become effective
      when counterparts have been signed by each party and delivered to the other
      parties hereto, it being understood that all parties need not sign the same
      counterpart.
      Facsimile execution shall be deemed originals.

    


    Section
      4.12    Severability.
      The
      provisions of this Agreement are severable and, in the event that any court of
      competent jurisdiction shall determine
      that any one or more of the provisions or part of the provisions contained
      in
      this Agreement shall, for any reason, be held to be invalid, illegal or
      unenforceable in any respect, such invalidity, illegality or unenforceability
      shall not affect any other provision or part of a provision of this Agreement,
      and this Agreement shall be reformed and construed as if such invalid or illegal
      or unenforceable provision,
      or part of such provision, had never been contained herein, so that such
      provisions would be valid, legal and enforceable to the maximum extent
      possible.

    


    Section
      4.13    Further
      Assurances.
      From
      and after the date of this Agreement, upon the request of the Purchaser or
      the
      Company, each of the Company and the Purchaser shall execute and deliver such
      instruments, documents and other writings as may be reasonably necessary or
      desirable to confirm and carry out and to effectuate fully the intent and
      purposes of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      by
      their respective authorized officer as of the date first above
      written.

    


    
      	 	
              Impart
                Media Group, Inc

            
	 	 	 
	 	
              By:

            	/s/
              David V. Lott
	 	 	
              Name:
                David V. Lott 

            
	 	 	
              Title:
                Chief Executive Officer

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name: