Exhibit 10.3


    
      

    


    Exhibit
      10.3

    


    


    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
      UNDER
      THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
      LAWS
      IS NOT REQUIRED.

    


    WARRANT
      TO PURCHASE

    


    SHARES
      OF
      COMMON STOCK

    


    OF

    


    IMPART
      MEDIA GROUP, INC.

    


    


    Expires
      March 2, 2009

    


    
      	
              No.:
                W-06- __

            	
              Number
                of Shares: ___________

            
	
              Date
                of Issuance: March 3, 2006

            	 


    

    


    


    FOR
      VALUE
      RECEIVED, subject to the provisions hereinafter set forth, the undersigned,
      Impart Media Group, Inc., a Nevada corporation (together with its successors
      and
      assigns, the "Issuer"),
      hereby certifies that _______________________________ or its registered assigns
      (the “Holder”)
      is
      entitled to subscribe for and purchase, during the Term (as hereinafter
      defined), up to ____________________________________ (_____________) shares
      (subject to adjustment as hereinafter provided) of the duly authorized, validly
      issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise
      price per share equal to the Warrant Price then in effect, on the terms and
      conditions hereinafter set forth. Capitalized terms used in this Warrant and
      not
      otherwise defined herein shall have the respective meanings specified in Section
      8 hereof.

    


    1.    
Term.
      The
      term of this Warrant shall commence on March 3, 2006 (the “Original
      Issue Date”)
      and
      shall expire at 6:00 p.m., eastern time, on March 2, 2009 (such period being
      the
      "Term").

    


    
      	 	
              2.

            	
              Method
                of Exercise; Payment; Issuance of New Warrant; Transfer and
                Exchange.

            


    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    


    (a)    Time
      of Exercise.
      The
      purchase rights represented by this Warrant may be exercised in whole or in
      part
      during the Term. 

    


    (b)    Method
      of Exercise.
      The
      Holder hereof may exercise this Warrant, in whole or in part, by the surrender
      of this Warrant (with the exercise form attached hereto as Exhibit
      A
      duly
      executed) at the principal office of the Issuer, and by the payment to the
      Issuer of an amount of consideration therefor equal to the Warrant Price in
      effect on the date of such exercise multiplied by the number of shares of
      Warrant Stock with respect to which this Warrant is then being exercised,
      payable at such Holder's election (i) by certified or official bank check or
      by
      wire
      transfer to an account designated by the Issuer,
      (ii) by
      "cashless exercise" in accordance with the provisions of subsection (c) of
      this
      Section 2, but only when a registration statement under the Securities Act
      providing for the resale of the Warrant Stock is not then in effect, or (iii)
      by
      a combination of the foregoing methods of payment selected by the Holder of
      this
      Warrant.

    


    (c)    Cashless
      Exercise.
      Notwithstanding any provisions herein to the contrary, if, on or after the
      Effectiveness Date (as defined in the Registration Rights Agreement dated as
      of
      even date hereof (the “Registration
      Rights Agreement”)
      by and
      among the Issuer and the Purchasers), (i) the Per Share Market Value of one
      share of Common Stock is greater than the Warrant Price (at the date of
      calculation as set forth below) and (ii) a Registration Statement (as defined
      in
      the Registration Rights Agreement) providing for the resale of the Warrant
      Stock
      is not then in effect or ceases to be effective (other than for reasons
      permitted under Section 3(n) of the Registration Rights Agreement) at any time
      during the Effectiveness Period (as defined in the Registration Rights
      Agreement), without being succeeded immediately by a subsequent registration
      statement filed with and declared effective by the Securities and Exchange
      Commission, in lieu of exercising this Warrant by payment of cash, the Holder
      may exercise this Warrant by a cashless exercise and shall receive the number
      of
      shares of Common Stock equal to an amount (as determined below) by surrender
      of
      this Warrant at the principal office of the Issuer together with the properly
      endorsed Notice of Exercise in which event the Issuer shall issue to the Holder
      a number of shares of Common Stock computed using the following
      formula:

    
       

      
        	 	
                X
                  =
                  

              	
                Y
                  -

              	
                (A)(Y)

              


      

      
        
          	 	 	 	
                     
                    B

                


        

        
          	 	 	 	 


        

      

      
        
          	
                  Where

                	
                  X
                    =

                	 	
                  the
                    number of shares of Common Stock to be issued to the
                    Holder.

                


        

        
          	 	 	 	 


        

      

      
        
          	 	
                  Y
                    =

                	 	
                  the
                    number of shares of Common Stock purchasable upon exercise of
                    all of the
                    Warrant or, if only a portion of the Warrant is being exercised,
                    the
                    portion of the Warrant being exercised.


                


        

        
          	 	 	 	 


        

      

      
        
          	 	
                  A
                    =

                	 	
                  the
                    Warrant Price. 

                


        

        
          	 	 	 	 


        

      

      
        	 	
                B
                  =

              	 	
                the
                  Per Share Market Value of one share of Common
                  Stock.

              


      

    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    (d)    Issuance
      of Stock Certificates.
      In the
      event of any exercise of this Warrant in accordance with and subject to the
      terms and conditions hereof, (i) certificates for the shares of Warrant Stock
      so
      purchased shall be delivered to the Holder hereof within a reasonable time,
      not
      exceeding three (3) Trading Days after such exercise (the “Delivery
      Date”)
      or, at
      the request of the Holder (provided that a registration statement under the
      Securities Act providing for the resale of the Warrant Stock is then in effect),
      issued and delivered to the Depository Trust Company (“DTC”)
      account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
      System (“DWAC”)
      within
      a reasonable time, not exceeding three (3) Trading Days after such exercise
      (provided, however that the Issuer or its transfer agent shall only be obligated
      to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC or
      certificates free of restrictive legends if such exercise is in connection
      with
      a sale (as evidenced by documentation furnished to and reasonably satisfactory
      to the Issuer) and the registration statement providing for the resale of the
      Warrant Stock is effective, and the Holder hereof shall be deemed for all
      purposes to be the holder of the shares of Warrant Stock so purchased as of
      the
      date of such exercise and (ii) unless this Warrant has expired, a new Warrant
      representing the number of shares of Warrant Stock, if any, with respect to
      which this Warrant shall not then have been exercised (less any amount thereof
      which shall have been canceled in payment or partial payment of the Warrant
      Price as hereinabove provided) shall also be issued to the Holder hereof at
      the
      Issuer's expense within such time.

    


    (e)    Compensation
      for Buy-In on Failure to Timely Deliver Certificates Upon
      Exercise.
      In
      addition to any other rights available to the Holder, if the Issuer fails to
      cause its transfer agent to transmit to the Holder a certificate or certificates
      representing the Warrant Stock pursuant to an exercise on or before the Delivery
      Date, and if after such date the Holder is required by its broker to purchase
      (in an open market transaction or otherwise) shares of Common Stock to deliver
      in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
      anticipated receiving upon such exercise (a “Buy-In”),
      then
      the Issuer shall (1) pay in cash to the Holder the amount by which (x) the
      Holder’s total purchase price (including brokerage commissions, if any) for the
      shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (A) the number of shares of Warrant Stock that the Issuer was
      required to deliver to the Holder in connection with the exercise at issue
      times
      (B) the price at which the sell order giving rise to such purchase obligation
      was executed, and (2) at the option of the Holder, either reinstate the portion
      of the Warrant and equivalent number of shares of Warrant Stock for which such
      exercise was not honored or deliver to the Holder the number of shares of Common
      Stock that would have been issued had the Issuer timely complied with its
      exercise and delivery obligations hereunder. For example, if the Holder
      purchases Common Stock having a total purchase price of $11,000 to cover a
      Buy-In with respect to an attempted exercise of shares of Common Stock with
      an
      aggregate sale price giving rise to such purchase obligation of $10,000, under
      clause (1) of the immediately preceding sentence the Issuer shall be required
      to
      pay the Holder $1,000. The Holder shall provide the Issuer written notice
      indicating the amounts payable to the Holder in respect of the Buy-In, together
      with applicable confirmations and other evidence reasonably requested by the
      Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies
      available to it hereunder, at law or in equity including, without limitation,
      a
      decree of specific performance and/or injunctive relief with respect to the
      Issuer’s failure to timely deliver certificates representing shares of Common
      Stock upon exercise of this Warrant as required pursuant to the terms
      hereof.

     

    (f)    Transferability
      of Warrant.
      Subject
      to Section 2(h) hereof, this Warrant, and the rights evidenced hereby, may
      be
      transferred by a Holder, in whole or in part, without the consent of the Issuer.
      If transferred pursuant to this paragraph, this Warrant may be transferred
      on
      the books of the Issuer by the Holder hereof in person or by duly authorized
      attorney, upon surrender of this Warrant at the principal office of the Issuer,
      properly endorsed (by the Holder executing an assignment in the form attached
      hereto) and upon payment of any necessary transfer tax or other governmental
      charge imposed upon such transfer. This Warrant is exchangeable at the principal
      office of the Issuer for Warrants to purchase the same aggregate number of
      shares of Warrant Stock, each new Warrant to represent the right to purchase
      such number of shares of Warrant Stock as the Holder hereof shall designate
      at
      the time of such exchange. All Warrants issued on transfers or exchanges shall
      be dated the Original Issue Date and shall be identical with this Warrant except
      as to the number of shares of Warrant Stock issuable pursuant
      thereto.


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (g)    Continuing
      Rights of Holder.
      The
      Issuer will, at the time of or at any time after each exercise of this Warrant,
      upon the request of the Holder hereof, acknowledge in writing the extent, if
      any, of its continuing obligation to afford to such Holder all rights to which
      such Holder shall continue to be entitled after such exercise in accordance
      with
      the terms of this Warrant, provided
      that if
      any such Holder shall fail to make any such request, the failure shall not
      affect the continuing obligation of the Issuer to afford such rights to such
      Holder.

    


    (h)    Compliance
      with Securities Laws.

    


    (i)    The
      Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
      and
      the shares of Warrant Stock to be issued upon exercise hereof are being acquired
      solely for the Holder's own account and not as a nominee for any other party,
      and for investment, and that the Holder will not offer, sell or otherwise
      dispose of this Warrant or any shares of Warrant Stock to be issued upon
      exercise hereof except pursuant to an effective registration statement, or
      an
      exemption from registration, under the Securities Act and any applicable state
      securities laws.

    


    (ii)    Except
      as
      provided in paragraph (iii) below, this Warrant and all certificates
      representing shares of Warrant Stock issued upon exercise hereof shall be
      stamped or imprinted with a legend in substantially the following
      form:

    


    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
      UNDER
      THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
      LAWS
      IS NOT REQUIRED.


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    (iii)   The
      Issuer agrees to reissue this Warrant or certificates representing any of the
      Warrant Stock, without the legend set forth above if at such time, prior to
      making any transfer of any such securities, the Holder shall give written notice
      to the Issuer describing the manner and terms of such transfer. Such proposed
      transfer will not be effected until: either (i) the Issuer has received an
      opinion of counsel reasonably satisfactory to the Issuer, to the effect that
      the
      registration of such securities under the Securities Act is not required in
      connection with such proposed transfer (which condition shall be satisfied
      by
      the receipt of an executed Notice of Effectiveness of Registration Statement
      contemplated by the Purchase Agreement), (ii) a registration statement under
      the
      Securities Act covering such proposed disposition has been filed by the Issuer
      with the Securities and Exchange Commission and has become effective under
      the
      Securities Act, (iii) the Issuer has received other evidence reasonably
      satisfactory to the Issuer that such registration and qualification under the
      Securities Act and state securities laws are not required, or (iv) the Holder
      provides the Issuer with reasonable assurances that such security can be sold
      pursuant to Rule 144 under the Securities Act. The Issuer will respond to any
      such notice from a holder within three (3) business days and, to the extent
      the
      above conditions are satisfied, will cause its transfer agent to remove the
      legend set forth above. In the case of any proposed transfer under this Section
      2(h), the Issuer will use reasonable efforts to comply with any such applicable
      state securities or "blue sky" laws, but shall in no event be required, (x)
      to
      qualify to do business in any state where it is not then qualified, (y) to
      take
      any action that would subject it to tax or to the general service of process
      in
      any state where it is not then subject, or (z) to comply with state securities
      or “blue sky” laws of any state for which registration by coordination is
      unavailable to the Issuer. The restrictions on transfer contained in this
      Section 2(h) shall be in addition to, and not by way of limitation of, any
      other
      restrictions on transfer contained in any other section of this Warrant.
      Whenever
      a
      certificate representing the Warrant Stock is required to be issued to a the
      Holder without a legend, in lieu of delivering physical certificates
      representing the Warrant Stock, provided the Issuer’s transfer agent is
      participating in the DTC Fast Automated Securities Transfer program, the Issuer
      shall use its reasonable best efforts to cause its transfer agent to
      electronically transmit the Warrant Stock to the Holder by crediting the account
      of the Holder's Prime Broker with DTC through its DWAC system (to the extent
      not
      inconsistent with any provisions of this Warrant or the Purchase
      Agreement). 

    


    (i)    
Accredited
      Investor Status.
      In no
      event may the Holder exercise this Warrant in whole or in part unless the Holder
      is an “accredited investor” as defined in Regulation D under the Securities
      Act.


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    


    3.             
      Stock
      Fully Paid; Reservation and Listing of Shares; Covenants.

    


    (a)    Stock
      Fully Paid.
      The
      Issuer represents, warrants, covenants and agrees that all shares of Warrant
      Stock which may be issued upon the exercise of this Warrant or otherwise
      hereunder will, when issued in accordance with the terms of this Warrant, be
      duly authorized, validly issued, fully paid and nonassessable and free from
      all
      taxes, liens and charges created by or through the Issuer. The Issuer further
      covenants and agrees that during the period within which this Warrant may be
      exercised, the Issuer will at all times have authorized and reserved for the
      purpose of issuance upon exercise of this Warrant a number of authorized but
      unissued shares of Common Stock equal to at least one hundred ten percent (110%)
      of the aggregate number of shares of Common Stock to provide for the exercise
      of
      this Warrant.

    


    (b)   Reservation.
      If any
      shares of Common Stock required to be reserved for issuance upon exercise of
      this Warrant or as otherwise provided hereunder require registration or
      qualification with any Governmental Authority under any federal or state law
      before such shares may be so issued, the Issuer will in good faith use its
      best
      efforts as expeditiously as possible at its expense to cause such shares to
      be
      duly registered or qualified. If the Issuer shall list any shares of Common
      Stock on any securities exchange or market it will, at its expense, list
      thereon, and maintain and increase when necessary such listing, of, all shares
      of Warrant Stock from time to time issued upon exercise of this Warrant or
      as
      otherwise provided hereunder (provided that such Warrant Stock has been
      registered pursuant to a registration statement under the Securities Act then
      in
      effect), and, to the extent permissible under the applicable securities exchange
      rules, all unissued shares of Warrant Stock which are at any time issuable
      hereunder, so long as any shares of Common Stock shall be so listed. The Issuer
      will also so list on each securities exchange or market, and will maintain
      such
      listing of, any other securities which the Holder of this Warrant shall be
      entitled to receive upon the exercise of this Warrant if at the time any
      securities of the same class shall be listed on such securities exchange or
      market by the Issuer.

    


    (c)    Covenants.
      The
      Issuer shall not by any action including, without limitation, amending the
      Articles of Incorporation or the by-laws of the Issuer, or through any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other action, avoid or seek to avoid the observance
      or
      performance of any of the terms of this Warrant, but will at all times in good
      faith assist in the carrying out of all such terms and in the taking of all
      such
      actions as may be necessary or appropriate to protect the rights of the Holder
      hereof against dilution (to the extent specifically provided herein) or
      impairment. Without limiting the generality of the foregoing, the Issuer will
      (i) not permit the par value, if any, of its Common Stock to exceed the then
      effective Warrant Price, (ii) not amend or modify any provision of the Articles
      of Incorporation or by-laws of the Issuer in any manner that would adversely
      affect the rights of the Holders of the Warrants, (iii) take all such action
      as
      may be reasonably necessary in order that the Issuer may validly and legally
      issue fully paid and nonassessable shares of Common Stock, free and clear of
      any
      liens, claims, encumbrances and restrictions (other than as provided herein)
      upon the exercise of this Warrant, and (iv) use its best efforts to obtain
      all
      such authorizations, exemptions or consents from any public regulatory body
      having jurisdiction thereof as may be reasonably necessary to enable the Issuer
      to perform its obligations under this Warrant.


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    


    (d)    Loss,
      Theft, Destruction of Warrants.
      Upon
      receipt of evidence satisfactory to the Issuer of the ownership of and the
      loss,
      theft, destruction or mutilation of any Warrant and, in the case of any such
      loss, theft or destruction, upon receipt of indemnity or security satisfactory
      to the Issuer or, in the case of any such mutilation, upon surrender and
      cancellation of such Warrant, the Issuer will make and deliver, in lieu of
      such
      lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
      representing the right to purchase the same number of shares of Common
      Stock.

    


    (e)    Payment
      of Taxes.
      The
      Issuer will pay any documentary stamp taxes attributable to the initial issuance
      of Warrant Stock issuable upon exercise of the Warrant; provided, however,
      that
      the Issuer shall not be required to pay any tax or taxes which may be payable
      in
      respect of any transfer involved in the issuance or delivery of any certificates
      for Warrant Stock in a name other than that of the Holder in respect of which
      such shares are issued.

    


    4.    Adjustment
      of Warrant Price.
      The
      price at which such shares of Warrant Stock may be purchased upon exercise
      of
      this Warrant and the Warrant Share Number shall be subject to adjustment from
      time to time as set forth in this Section 4. The Issuer shall give the Holder
      notice of any event described below which requires an adjustment pursuant to
      this Section 4 in accordance with the notice provisions set forth in Section
      5.


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    (a)    Recapitalization,
      Reorganization, Reclassification, Consolidation, Merger or Sale.

     

    (i)    
In
      case the
      Issuer after the Original Issue Date shall do any of the following (each, a
      "Triggering
      Event"):
      (a)
      consolidate or merge with or into any other Person and the Issuer shall not
      be
      the continuing or surviving corporation of such consolidation or merger, or
      (b)
      permit any other Person to consolidate with or merge into the Issuer and the
      Issuer shall be the continuing or surviving Person but, in connection with
      such
      consolidation or merger, any Capital Stock of the Issuer shall be changed into
      or exchanged for Securities of any other Person or cash or any other property,
      or (c) transfer all or substantially all of its properties or assets to any
      other Person, or (d) effect a capital reorganization or reclassification of
      its
      Capital Stock, then, and as a condition to such Triggering Event, proper and
      adequate provision shall be made so that, upon the basis and the terms and
      in
      the manner provided in this Warrant, the Holder of this Warrant shall be
      entitled upon the exercise hereof at any time after the consummation of such
      Triggering Event, to the extent this Warrant is not exercised prior to such
      Triggering Event, to receive at the Warrant Price in effect at the time
      immediately prior to the consummation of such Triggering Event in lieu of the
      Common Stock issuable upon such exercise of this Warrant prior to such
      Triggering Event, the Securities, cash and property to which such Holder would
      have been entitled upon the consummation of such Triggering Event if such Holder
      had exercised the rights represented by this Warrant immediately prior thereto
      (including the right of a shareholder to elect the type of consideration it
      will
      receive upon a Triggering Event), subject to adjustments (subsequent to such
      corporate action) as nearly equivalent as possible to the adjustments provided
      for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary,
      this Section 4(a)(i) shall only apply if the surviving entity pursuant to any
      such Triggering Event is a public company that is
      registered pursuant to the Securities Exchange Act of 1934, as amended, and
      its
      common stock is listed or quoted on a national exchange or the OTC Bulletin
      Board. In the event that the
      surviving entity pursuant to any such Triggering Event is not a public company
      that is
      registered pursuant to the Securities Exchange Act of 1934, as amended, or
      its
      common stock is not listed or quoted on a national exchange or the OTC Bulletin
      Board, then the Holder shall have the right to demand that the Issuer pay to
      the
      Holder an amount equal to the value of this Warrant according to the
      Black-Scholes formula.

    


    (ii)    Notwithstanding
      anything contained in this Warrant to the contrary and so long as the surviving
      entity pursuant to any Triggering Event is a public company that is
      registered pursuant to the Securities Exchange Act of 1934, as amended, and
      its
      common stock is listed or quoted on a national exchange or the OTC Bulletin
      Board,
      a
      Triggering Event shall not be deemed to have occurred if, prior to the
      consummation thereof, each Person (other than the Issuer) which may be required
      to deliver any Securities, cash or property upon the exercise of this Warrant
      as
      provided herein shall assume, by written instrument delivered to, and reasonably
      satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer
      under this Warrant (and if the Issuer shall survive the consummation of such
      Triggering Event, such assumption shall be in addition to, and shall not release
      the Issuer from, any continuing obligations of the Issuer under this Warrant)
      and (B) the obligation to deliver to such Holder such Securities, cash or
      property as, in accordance with the foregoing provisions of this subsection
      (a),
      such Holder shall be entitled to receive, and such Person shall have similarly
      delivered to such Holder an opinion of counsel for such Person, which counsel
      shall be reasonably satisfactory to such Holder, or in the alternative, a
      written acknowledgement executed by the President or Chief Financial Officer
      of
      the Issuer, stating that this Warrant shall thereafter continue in full force
      and effect and the terms hereof (including, without limitation, all of the
      provisions of this subsection (a)) shall be applicable to the Securities, cash
      or property which such Person may be required to deliver upon any exercise
      of
      this Warrant or the exercise of any rights pursuant hereto.


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    


    (b)    Stock
      Dividends, Subdivisions and Combinations.
      If at
      any time the Issuer shall:

    


       (i)    
make
      or
      issue or set a record date for the holders of the Common Stock for the purpose
      of entitling them to receive a dividend payable in, or other distribution of,
      shares of Common Stock, 

    


       (ii)    subdivide
      its outstanding shares of Common Stock into a larger number of shares of Common
      Stock, or

    


       (iii)   combine
      its outstanding shares of Common Stock into a smaller number of shares of Common
      Stock,

    


    then
      (1)
      the number of shares of Common Stock for which this Warrant is exercisable
      immediately after the occurrence of any such event shall be adjusted to equal
      the number of shares of Common Stock which a record holder of the same number
      of
      shares of Common Stock for which this Warrant is exercisable immediately prior
      to the occurrence of such event would own or be entitled to receive after the
      happening of such event, and (2) the Warrant Price then in effect shall be
      adjusted to equal (A) the Warrant Price then in effect multiplied by the number
      of shares of Common Stock for which this Warrant is exercisable immediately
      prior to the adjustment divided by (B) the number of shares of Common Stock
      for
      which this Warrant is exercisable immediately after such
      adjustment.

    


    (c)    Certain
      Other Distributions.
      If at
      any time the Issuer shall make or issue or set a record date for the holders
      of
      the Common Stock for the purpose of entitling them to receive any dividend
      or
      other distribution of:

    


    (i)    
cash
      (other than a cash dividend payable out of earnings or earned surplus legally
      available for the payment of dividends under the laws of the jurisdiction of
      incorporation of the Issuer),

    


    (ii)    any
      evidences of its indebtedness, any shares of stock of any class or any other
      securities or property of any nature whatsoever (other than cash, Common Stock
      Equivalents or Additional Shares of Common Stock), or

    


    (iii)   any
      warrants or other rights to subscribe for or purchase any evidences of its
      indebtedness, any shares of stock of any class or any other securities or
      property of any nature whatsoever (other than cash, Common Stock Equivalents
      or
      Additional Shares of Common Stock),


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    then
      (1)
      the number of shares of Common Stock for which this Warrant is exercisable
      shall
      be adjusted to equal the product of the number of shares of Common Stock for
      which this Warrant is exercisable immediately prior to such adjustment
      multiplied by a fraction (A) the numerator of which shall be the Per Share
      Market Value of Common Stock at the date of taking such record and (B) the
      denominator of which shall be such Per Share Market Value minus the amount
      allocable to one share of Common Stock of any such cash so distributable and
      of
      the fair value (as determined in good faith by the Board of Directors of the
      Issuer and supported by an opinion from an investment banking firm of recognized
      national standing acceptable to (but not affiliated with) the Holder) of any
      and
      all such evidences of indebtedness, shares of stock, other securities or
      property or warrants or other subscription or purchase rights so distributable,
      and (2) the Warrant Price then in effect shall be adjusted to equal (A) the
      Warrant Price then in effect multiplied by the number of shares of Common Stock
      for which this Warrant is exercisable immediately prior to the adjustment
      divided by (B) the number of shares of Common Stock for which this Warrant
      is
      exercisable immediately after such adjustment. A reclassification of the Common
      Stock (other than a change in par value, or from par value to no par value
      or
      from no par value to par value) into shares of Common Stock and shares of any
      other class of stock shall be deemed a distribution by the Issuer to the holders
      of its Common Stock of such shares of such other class of stock within the
      meaning of this Section 4(c) and, if the outstanding shares of Common Stock
      shall be changed into a larger or smaller number of shares of Common Stock
      as a
      part of such reclassification, such change shall be deemed a subdivision or
      combination, as the case may be, of the outstanding shares of Common Stock
      within the meaning of Section 4(b). 

    


    (d)    Issuance
      of Additional Shares of Common Stock.
      In the
      event the Issuer shall at any time following the Original Issue Date issue
      any
      Additional Shares of Common Stock (otherwise than as provided in the foregoing
      subsections (b) through (c) of this Section 4), at a price per share less than
      the Warrant Price then in effect or without consideration, then the Warrant
      Price upon each such issuance shall be adjusted to the price equal to the
      consideration per share paid for such Additional Shares of Common
      Stock.

    


    (e)    Issuance
      of Common Stock Equivalents.
      If at
      any time the Issuer shall take a record of the holders of its Common Stock
      for
      the purpose of entitling them to receive a distribution of, or shall in any
      manner (whether directly or by assumption in a merger in which the Issuer is
      the
      surviving corporation) issue or sell, any Common Stock Equivalents, whether
      or
      not the rights to exchange or convert thereunder are immediately exercisable,
      and the price per share for which Common Stock is issuable upon such conversion
      or exchange shall be less than the Warrant Price in effect immediately prior
      to
      the time of such issue or sale, or if, after any such issuance of Common Stock
      Equivalents, the price per share for which Additional Shares of Common Stock
      may
      be issuable thereafter is amended or adjusted, and such price as so amended
      shall make be less than the Warrant Price in effect at the time of such
      amendment or adjustment, then the Warrant Price then in effect shall be adjusted
      as provided in Section 4(d). No further adjustments of the number of shares
      of
      Common Stock for which this Warrant is exercisable and the Warrant Price then
      in
      effect shall be made upon the actual issue of such Common Stock upon conversion
      or exchange of such Common Stock Equivalents.

    


    (f)    Other
      Provisions Applicable to Adjustments under this Section.
      The
      following provisions shall be applicable to the making of adjustments of the
      number of shares of Common Stock for which this Warrant is exercisable and
      the
      Warrant Price then in effect provided for in this Section 4:


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    


    (i)    
Computation
      of Consideration.
      To the
      extent that any Additional Shares of Common Stock or any Common Stock
      Equivalents (or any warrants or other rights therefor) shall be issued for
      cash
      consideration, the consideration received by the Issuer therefor shall be the
      amount of the cash received by the Issuer therefor, or, if such Additional
      Shares of Common Stock or Common Stock Equivalents are offered by the Issuer
      for
      subscription, the subscription price, or, if such Additional Shares of Common
      Stock or Common Stock Equivalents are sold to underwriters or dealers for public
      offering without a subscription offering, the initial public offering price
      (in
      any such case subtracting any amounts paid or receivable for accrued interest
      or
      accrued dividends and without taking into account any compensation, discounts
      or
      expenses paid or incurred by the Issuer for and in the underwriting of, or
      otherwise in connection with, the issuance thereof). In connection with any
      merger or consolidation in which the Issuer is the surviving corporation (other
      than any consolidation or merger in which the previously outstanding shares
      of
      Common Stock of the Issuer shall be changed to or exchanged for the stock or
      other securities of another corporation), the amount of consideration therefore
      shall be, deemed to be the fair value of such portion of the assets and business
      of the nonsurviving corporation as the Board may determine to be attributable
      to
      such shares of Common Stock or Common Stock Equivalents, as the case may be.
      Such determination of the fair value of such consideration shall be made by
      an
      Independent Appraiser. The consideration for any Additional Shares of Common
      Stock issuable pursuant to the terms of any Common Stock Equivalents shall
      be
      the consideration received by the Issuer for issuing such Common Stock
      Equivalents, plus the additional consideration, if any, payable to the Issuer
      upon the exercise of the right of conversion or exchange in such Common Stock
      Equivalents. In the event of any consolidation or merger of the Issuer in which
      the Issuer is not the surviving corporation or in which the previously
      outstanding shares of Common Stock of the Issuer shall be changed into or
      exchanged for the stock or other securities of another corporation, or in the
      event of any sale of all or substantially all of the assets of the Issuer for
      stock or other securities of any corporation, the Issuer shall be deemed to
      have
      issued a number of shares of its Common Stock for stock or securities or other
      property of the other corporation computed on the basis of the actual exchange
      ratio on which the transaction was predicated, and for a consideration equal
      to
      the fair market value on the date of such transaction of all such stock or
      securities or other property of the other corporation. In the event any
      consideration received by the Issuer for any securities consists of property
      other than cash, the fair market value thereof at the time of issuance or as
      otherwise applicable shall be as determined in good faith by the Board. In
      the
      event Common Stock is issued with other shares or securities or other assets
      of
      the Issuer for consideration which covers both, the consideration computed
      as
      provided in this Section 4(f)(i) shall be allocated among such securities and
      assets as determined in good faith by the Board.

    


    (ii)    When
      Adjustments to Be Made.
      The
      adjustments required by this Section 4 shall be made whenever and as often
      as
      any specified event requiring an adjustment shall occur, except that any
      adjustment of the number of shares of Common Stock for which this Warrant is
      exercisable that would otherwise be required may be postponed (except in the
      case of a subdivision or combination of shares of the Common Stock, as provided
      for in Section 4(b)) up to, but not beyond the date of exercise if such
      adjustment either by itself or with other adjustments not previously made adds
      or subtracts less than one percent (1%) of the shares of Common Stock for which
      this Warrant is exercisable immediately prior to the making of such adjustment.
      Any adjustment representing a change of less than such minimum amount (except
      as
      aforesaid) which is postponed shall be carried forward and made as soon as
      such
      adjustment, together with other adjustments required by this Section 4 and
      not
      previously made, would result in a minimum adjustment or on the date of
      exercise. For the purpose of any adjustment, any specified event shall be deemed
      to have occurred at the close of business on the date of its
      occurrence.


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    (iii)    Fractional
      Interests.
      In
      computing adjustments under this Section 4, fractional interests in Common
      Stock
      shall be taken into account to the nearest one one-hundredth (1/100th)
      of a
      share.

    


    (iv)    When
      Adjustment Not Required.
      If the
      Issuer shall take a record of the holders of its Common Stock for the purpose
      of
      entitling them to receive a dividend or distribution or subscription or purchase
      rights and shall, thereafter and before the distribution to stockholders
      thereof, legally abandon its plan to pay or deliver such dividend, distribution,
      subscription or purchase rights, then thereafter no adjustment shall be required
      by reason of the taking of such record and any such adjustment previously made
      in respect thereof shall be rescinded and annulled.

     

    (g)   Form
      of Warrant after Adjustments.
      The
      form of this Warrant need not be changed because of any adjustments in the
      Warrant Price or the number and kind of Securities purchasable upon the exercise
      of this Warrant.

    


    (h)    Escrow
      of Warrant Stock.
      If
      after any property becomes distributable pursuant to this Section 4 by reason
      of
      the taking of any record of the holders of Common Stock, but prior to the
      occurrence of the event for which such record is taken, and the Holder exercises
      this Warrant, any shares of Common Stock issuable upon exercise by reason of
      such adjustment shall be deemed the last shares of Common Stock for which this
      Warrant is exercised (notwithstanding any other provision to the contrary
      herein) and such shares or other property shall be held in escrow for the Holder
      by the Issuer to be issued to the Holder upon and to the extent that the event
      actually takes place, upon payment of the current Warrant Price. Notwithstanding
      any other provision to the contrary herein, if the event for which such record
      was taken fails to occur or is rescinded, then such escrowed shares shall be
      cancelled by the Issuer and escrowed property returned.

    


    5.    Notice
      of Adjustments.
      Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant
      to
      Section 4 hereof (for purposes of this Section 5, each an "adjustment"),
      the
      Issuer shall cause its Chief Financial Officer to prepare and execute a
      certificate setting forth, in reasonable detail, the event requiring the
      adjustment, the amount of the adjustment, the method by which such adjustment
      was calculated (including a description of the basis on which the Board made
      any
      determination hereunder), and the Warrant Price and Warrant Share Number after
      giving effect to such adjustment, and shall cause copies of such certificate
      to
      be delivered to the Holder of this Warrant promptly after each adjustment.
      Any
      dispute between the Issuer and the Holder of this Warrant with respect to the
      matters set forth in such certificate may at the option of the Holder of this
      Warrant be submitted to a national or regional accounting firm reasonably
      acceptable to the Issuer and the Holder, provided
      that the
      Issuer shall have ten (10) days after receipt of notice from such Holder of
      its
      selection of such firm to object thereto, in which case such Holder shall select
      another such firm and the Issuer shall have no such right of objection. The
      firm
      selected by the Holder of this Warrant as provided in the preceding sentence
      shall be instructed to deliver a written opinion as to such matters to the
      Issuer and such Holder within thirty (30) days after submission to it of such
      dispute. Such opinion shall be final and binding on the parties hereto. The
      costs and expenses of the initial accounting firm shall be paid equally by
      the
      Issuer and the Holder and, in the case of an objection by the Issuer, the costs
      and expenses of the subsequent accounting firm shall be paid in full by the
      Issuer.


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


    6.    Fractional
      Shares.
      No
      fractional shares of Warrant Stock will be issued in connection with any
      exercise hereof, but in lieu of such fractional shares, the Issuer shall round
      the number of shares to be issued upon exercise up to the nearest whole number
      of shares.

    


    7.    Ownership
      Cap and Certain Exercise Restrictions.
      (a)
      Notwithstanding anything to the contrary set forth in this Warrant, at no time
      may a Holder of this Warrant exercise any portion of this Warrant if the number
      of shares of Common Stock to be issued pursuant to such exercise would exceed,
      when aggregated with all other shares of Common Stock owned by such Holder
      at
      such time, the number of shares of Common Stock which would result in such
      Holder beneficially owning (as determined in accordance with Section 13(d)
      of
      the Exchange Act and the rules thereunder) in excess of 4.9% of the then issued
      and outstanding shares of Common Stock; provided,
      however,
      that
      upon a holder of this Warrant providing the Issuer with sixty-one (61) days
      notice (pursuant to Section 13 hereof) (the "Waiver
      Notice")
      that
      such Holder would like to waive this Section 7(a) with regard to any or all
      shares of Common Stock issuable upon exercise of this Warrant, this Section
      7(a)
      will be of no force or effect with regard to all or a portion of the Warrant
      referenced in the Waiver Notice; provided,
      further,
      that
      this provision shall be of no further force or effect during the sixty-one
      (61)
      days immediately preceding the expiration of the term of this
      Warrant.

    


    (b)    The
      Holder may not exercise the Warrant hereunder to the extent such exercise would
      result in the Holder beneficially owning (as determined in accordance with
      Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.9%
      of
      the then issued and outstanding shares of Common Stock, including shares
      issuable upon exercise of the Warrant held by the Holder after application
      of
      this Section; provided,
      however,
      that
      upon a holder of this Warrant providing the Issuer with a Waiver Notice that
      such holder would like to waive this Section 7(b) with regard to any or all
      shares of Common Stock issuable upon exercise of this Warrant, this Section
      7(b)
      shall be of no force or effect with regard to those shares of Warrant Stock
      referenced in the Waiver Notice; provided,
      further,
      that
      this provision shall be of no further force or effect during the sixty-one
      (61)
      days immediately preceding the expiration of the term of this
      Warrant.


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    


    8.    Issuer's
      Redemption Option.
      Commencing on the date that is ninety (90) days following the effective date
      of
      a registration statement under the Securities Act providing for the resale
      of
      the Warrant Stock with respect to this Warrant, if the average Per Share Market
      Value of the Issuer’s Common Stock for any ten (10) consecutive Trading Days
      exceeds $5.62 per share, the Issuer may, at any time thereafter upon ten (10)
      Trading Days prior written notice (the “Issuer
      Redemption Notice”)
      to the
      Holder, redeem the unexercised portion of this Warrant in cash at a price equal
      to the number of shares of Warrant Stock with respect to the unexercised portion
      of this Warrant multiplied by $0.10 (the “Issuer
      Redemption Price”);
      provided,
      that,
      in
      connection with any redemption by the Issuer under this Section 8, (A)
a
      registration statement under the Securities Act providing for the resale of
      the
      Warrant Stock (the
      “Registration
      Statement”)
      is
      then in effect and has been effective, without lapse or suspension of any kind,
      for a period of sixty (60) consecutive calendar days, (B) trading in the Common
      Stock shall not have been suspended by the Securities and Exchange Commission
      or
      the OTC Bulletin Board (or other exchange or market on which the Common Stock
      is
      trading), (C) the Issuer is in material compliance with the terms and conditions
      of this Warrant and the other Transaction Documents (as defined in the Purchase
      Agreement) and (D) the
      Issuer is not in possession of any material non-public information.
      The
      Issuer's Redemption Notice shall state the date of redemption which date shall
      be the tenth (10h)
      day (or
      if such day is a Saturday or Sunday or a day on which banking institutions
      in
      the City of New York are not open for business, the next succeeding day) after
      the Issuer has delivered the Issuer's Redemption Notice (the "Issuer’s
      Redemption Date"), the Issuer's Redemption Price and the number of shares to
      be
      redeemed by the Issuer. The Issuer shall not send a Issuer's Redemption Notice
      unless it has good and clear funds for a minimum of the amount it intends to
      redeem in a bank account controlled by the Issuer. The Issuer shall deliver
      the
      Issuer's Redemption Price to the holder(s) on the Issuers Redemption Date.
      Not
      later than five (5) days after receipt of the Issuer Redemption Price, Holder
      shall return to the Issuer for cancellation the original Warrant to be redeemed.
      If the Issuer fails to pay the Issuers Redemption Price by the Issuer’s
      Redemption Date, the redemption will be declared null and void.

    


    9.    Definitions.
      For the
      purposes of this Warrant, the following terms have the following
      meanings:

    


    "Additional
      Shares of Common Stock"
      means
      all shares of Common Stock issued by the Issuer after the Original Issue Date,
      and all shares of Other Common, if any, issued by the Issuer after the Original
      Issue Date, except: (i) securities issued (other than for cash) in connection
      with a merger, acquisition, or consolidation, (ii) securities issued pursuant
      to
      a bona fide firm underwritten public offering of the Issuer’s securities of at
      least $20,000,000 in which the price per share is at least $4.00 (subject to
      appropriate adjustment in the event of any stock dividend, stock split, stock
      distribution or combination with respect to the Common Stock), (iii) securities
      issued pursuant to the conversion or exercise of convertible or exercisable
      securities issued or outstanding on or prior to the date hereof or issued
      pursuant to the Purchase Agreement, (iv) the Warrant Stock, (v) securities
      issued in connection with bona fide strategic license agreements or other
      partnering arrangements so long as such issuances are not for the purpose of
      raising capital, (vi) Common Stock issued or the issuance or grants of options
      to purchase Common Stock pursuant to the Issuer’s stock option plans and
      employee stock purchase plans as they exist on the date hereof or hereafter
      adopted by the Board and approved by the Majority Holders, (vii) any warrants
      issued to the placement agent and its designees for the transactions
      contemplated by the Purchase Agreement and (viii) the payment of any dividends
      in shares of Common Stock pursuant to the Preferred Stock issued pursuant to
      the
      Purchase Agreement.


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    "Articles
      of Incorporation"
      means
      the Articles of Incorporation of the Issuer as in effect on the Original Issue
      Date, and as hereafter from time to time amended, modified, supplemented or
      restated in accordance with the terms hereof and thereof and pursuant to
      applicable law. 

    


    “Board"
      shall
      mean the Board of Directors of the Issuer.

    


    "Capital
      Stock"
      means
      and includes (i) any and all shares, interests, participations or other
      equivalents of or interests in (however designated) corporate stock, including,
      without limitation, shares of preferred or preference stock, (ii) all
      partnership interests (whether general or limited) in any Person which is a
      partnership, (iii) all membership interests or limited liability company
      interests in any limited liability company, and (iv) all equity or ownership
      interests in any Person of any other type.

    


    "Common
      Stock"
      means
      the Common Stock, $.001 par value per share, of the Issuer and any other Capital
      Stock into which such stock may hereafter be changed.

    


    "Common
      Stock Equivalent"
      means
      any Convertible Security or warrant, option or other right to subscribe for
      or
      purchase any Additional Shares of Common Stock or any Convertible
      Security.

    


    "Convertible
      Securities"
      means
      evidences of Indebtedness, shares of Capital Stock or other Securities which
      are
      or may be at any time convertible into or exchangeable for Additional Shares
      of
      Common Stock. The term "Convertible Security" means one of the Convertible
      Securities.

    


    "Governmental
      Authority"
      means
      any governmental, regulatory or self-regulatory entity, department, body,
      official, authority, commission, board, agency or instrumentality, whether
      federal, state or local, and whether domestic or foreign.

    


    "Holders"
      mean
      the Persons who shall from time to time own any Warrant. The term "Holder"
      means
      one of the Holders.

    


    "Independent
      Appraiser"
      means a
      nationally recognized or major regional investment banking firm or firm of
      independent certified public accountants of recognized standing (which may
      be
      the firm that regularly examines the financial statements of the Issuer) that
      is
      regularly engaged in the business of appraising the Capital Stock or assets
      of
      corporations or other entities as going concerns, and which is not affiliated
      with either the Issuer or the Holder of any Warrant.

    


    "Issuer"
      means
      Impart Media Group, Inc., a Nevada corporation, and its successors.


    


    "Majority
      Holders"
      means
      at any time the Holders of Warrants exercisable for a majority of the shares
      of
      Warrant Stock issuable under the Warrants at the time
      outstanding.


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    


    "Original
      Issue Date"
      means
      March 2, 2006.

    


    "OTC
      Bulletin Board"
      means
      the over-the-counter electronic bulletin board.

    


    "Other
      Common"
      means
      any other Capital Stock of the Issuer of any class which shall be authorized
      at
      any time after the date of this Warrant (other than Common Stock) and which
      shall have the right to participate in the distribution of earnings and assets
      of the Issuer without limitation as to amount.

    


    “Outstanding
      Common Stock”
means,
      at any given time, the aggregate amount of outstanding shares of Common Stock,
      assuming full exercise, conversion or exchange (as applicable) of all options,
      warrants and other Securities which are convertible into or exercisable or
      exchangeable for, and any right to subscribe for, shares of Common Stock that
      are outstanding at such time.

    


    "Person"
      means
      an individual, corporation, limited liability company, partnership, joint stock
      company, trust, unincorporated organization, joint venture, Governmental
      Authority or other entity of whatever nature.

    


    "Per
      Share Market Value"
      means
      on any particular date (a) the last closing bid price per share of the Common
      Stock on such date on the OTC
      Bulletin Board or
      another registered national stock exchange on which the Common Stock is then
      listed, or if there is no such price on such date, then the closing bid price
      on
      such exchange or quotation system on the date nearest preceding such date,
      or
      (b) if the Common Stock is not listed then on the OTC Bulletin Board or any
      registered national stock exchange, the last closing bid price for a share
      of
      Common Stock in the over-the-counter market, as reported by the OTC Bulletin
      Board or in the National Quotation Bureau Incorporated or similar organization
      or agency succeeding to its functions of reporting prices) at the close of
      business on such date, or (c) if the Common Stock is not then reported by the
      OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar
      organization or agency succeeding to its functions of reporting prices), then
      the average of the "Pink Sheet" quotes for the five (5) Trading Days preceding
      such date of determination, or (d) if the Common Stock is not then publicly
      traded the fair market value of a share of Common Stock as determined by the
      agreement of the Board and the Majority Holders, provided,
      however,
      if the
      Board and the Majority Holders cannot agree on the fair market value of a share
      of the Common Stock, the fair market value shall be determined by an Independent
      Appraiser selected in good faith by the Majority Holders; provided,
      however,
      that
      the Issuer, after receipt of the determination by such Independent Appraiser,
      shall have the right to select an additional Independent Appraiser, in which
      case, the fair market value shall be equal to the average of the determinations
      by each such Independent Appraiser; and provided,
      further
      that all
      determinations of the Per Share Market Value shall be appropriately adjusted
      for
      any stock dividends, stock splits or other similar transactions during such
      period. The determination of fair market value by an Independent Appraiser
      shall
      be based upon the fair market value of the Issuer determined on a going concern
      basis as between a willing buyer and a willing seller and taking into account
      all relevant factors determinative of value, and shall be final and binding
      on
      all parties. In determining the fair market value of any shares of Common Stock,
      no consideration shall be given to any restrictions on transfer of the Common
      Stock imposed by agreement or by federal or state securities laws, or to the
      existence or absence of, or any limitations on, voting rights.


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    


    “Preferred
      Stock”
means
      the Series A Convertible Preferred Stock issued by the Issuer to the Purchasers
      pursuant to the Purchase Agreement.

    


    "Purchase
      Agreement"
      means
      the Series A Convertible Preferred Stock Purchase Agreement dated as of March
      2,
      2006 among the Issuer and the Purchasers.

    


    "Purchasers"
      means
      the purchasers of the Preferred Stock and
      the
      Warrants issued by the Issuer pursuant to the Purchase Agreement.

    


    "Securities"
      means
      any debt or equity securities of the Issuer, whether now or hereafter
      authorized, any instrument convertible into or exchangeable for Securities
      or a
      Security, and any option, warrant or other right to purchase or acquire any
      Security. "Security" means one of the Securities.

    


    "Securities
      Act"
      means
      the Securities Act of 1933, as amended, or any similar federal statute then
      in
      effect.

    


    "Subsidiary"
      means
      any corporation at least 50% of whose outstanding Voting Stock shall at the
      time
      be owned directly or indirectly by the Issuer or by one or more of its
      Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

    


    "Term"
      has the
      meaning specified in Section 1 hereof.

    


    "Trading
      Day"
      means
      (a) a day on which the Common Stock is traded on the OTC Bulletin Board, or
      (b)
      if the Common Stock is not traded on the OTC Bulletin Board, a day on which
      the
      Common Stock is quoted in the over-the-counter market as reported by the
      National Quotation Bureau Incorporated (or any similar organization or agency
      succeeding its functions of reporting prices); provided,
      however,
      that in
      the event that the Common Stock is not listed or quoted as set forth in (a)
      or
      (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and
      any
      day which shall be a legal holiday or a day on which banking institutions in
      the
      State of New York are authorized or required by law or other government action
      to close.

    


    "Voting
      Stock"
      means,
      as applied to the Capital Stock of any corporation, Capital Stock of any class
      or classes (however designated) having ordinary voting power for the election
      of
      a majority of the members of the Board of Directors (or other governing body)
      of
      such corporation, other than Capital Stock having such power only by reason
      of
      the happening of a contingency.

    


    "Warrants"
      means
      the Warrants issued and sold pursuant to the Purchase Agreement, including,
      without limitation, this Warrant, and any other warrants of like tenor issued
      in
      substitution or exchange for any thereof pursuant to the provisions of Section
      2(c), 2(d) or 2(e) hereof or of any of such other Warrants.


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    


    "Warrant
      Price"
      initially means $2.25, as such price may be adjusted from time to time as shall
      result from the adjustments specified in this Warrant, including Section 4
      hereto.

    


    "Warrant
      Share Number"
      means
      at any time the aggregate number of shares of Warrant Stock which may at such
      time be purchased upon exercise of this Warrant, after giving effect to all
      prior adjustments and increases to such number made or required to be made
      under
      the terms hereof.

    


    "Warrant
      Stock"
      means
      Common Stock issuable upon exercise of any Warrant or Warrants or otherwise
      issuable pursuant to any Warrant or Warrants.

    


    10.    Other
      Notices.    
      In case at any time:

    


    
      	 	
              (A)

            	
              the
                Issuer shall make any distributions to the holders of Common Stock;
                or

            


    

    


    
      	 	
              (B)

            	
              the
                Issuer shall authorize the granting to all holders of its Common
                Stock of
                rights to subscribe for or purchase any shares of Capital Stock of
                any
                class or other rights; or

            


    

    


    
      	 	
              (C)

            	
              there
                shall be any reclassification of the Capital Stock of the Issuer;
                or

            


    

    


    
      	 	
              (D)

            	
              there
                shall be any capital reorganization by the Issuer;
                or

            


    

    


    
      	 	
              (E)

            	
              there
                shall be any (i) consolidation or merger involving the Issuer or
                (ii)
                sale, transfer or other disposition of all or substantially all of
                the
                Issuer's property, assets or business (except a merger or other
                reorganization in which the Issuer shall be the surviving corporation
                and
                its shares of Capital Stock shall continue to be outstanding and
                unchanged
                and except a consolidation, merger, sale, transfer or other disposition
                involving a wholly-owned Subsidiary);
                or

            


    

    


    
      	 	
              (F)

            	
              there
                shall be a voluntary or involuntary dissolution, liquidation or winding-up
                of the Issuer or any partial liquidation of the Issuer or distribution
                to
                holders of Common Stock;

            


    

    


    then,
      in
      each of such cases, the Issuer shall give written notice to the Holder of the
      date on which (i) the books of the Issuer shall close or a record shall be
      taken
      for such dividend, distribution or subscription rights or (ii) such
      reorganization, reclassification, consolidation, merger, disposition,
      dissolution, liquidation or winding-up, as the case may be, shall take place.
      Such notice also shall specify the date as of which the holders of Common Stock
      of record shall participate in such dividend, distribution or subscription
      rights, or shall be entitled to exchange their certificates for Common Stock
      for
      securities or other property deliverable upon such reorganization,
      reclassification, consolidation, merger, disposition, dissolution, liquidation
      or winding-up, as the case may be. Such notice shall be given at least twenty
      (20) days prior to the action in question and not less than ten (10) days prior
      to the record date or the date on which the Issuer's transfer books are closed
      in respect thereto. This Warrant entitles the Holder to receive copies of all
      financial and other information distributed or required to be distributed to
      the
      holders of the Common Stock.


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    


    11.    Amendment
      and Waiver.
      Any
      term, covenant, agreement or condition in this Warrant may be amended, or
      compliance therewith may be waived (either generally or in a particular instance
      and either retroactively or prospectively), by a written instrument or written
      instruments executed by the Issuer and the Majority Holders; provided,
      however,
      that no
      such amendment or waiver shall reduce the Warrant Share Number, increase the
      Warrant Price, shorten the period during which this Warrant may be exercised
      or
      modify any provision of this Section 11 without the consent of the Holder of
      this Warrant. No consideration shall be offered or paid to any person to amend
      or consent to a waiver or modification of any provision of this Warrant unless
      the same consideration is also offered to all holders of the
      Warrants.

    


    12.    Governing
      Law; Jurisdiction.
      This
      Warrant shall be governed by and construed in accordance with the internal
      laws
      of the State of New York, without giving effect to any of the conflicts of
      law
      principles which would result in the application of the substantive law of
      another jurisdiction. This Warrant shall not be interpreted or construed with
      any presumption against the party causing this Warrant to be drafted. The Issuer
      and the Holder agree that venue for any dispute arising under this Warrant
      will
      lie exclusively in the state or federal courts located in New York County,
      New
      York, and the parties irrevocably waive any right to raise forum
      non conveniens
      or any
      other argument that New York is not the proper venue. The Issuer and the Holder
      irrevocably consent to personal jurisdiction in the state and federal courts
      of
      the state of New York. The Issuer and the Holder consent 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 Warrant and agrees that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing in this Section 12 shall affect or limit any right to serve
      process in any other manner permitted by law. The Issuer and the Holder hereby
      agree that the prevailing party in any suit, action or proceeding arising out
      of
      or relating to this Warrant or the Purchase Agreement, shall be entitled to
      reimbursement for reasonable legal fees from the non-prevailing party. The
      parties hereby waive all rights to a trial by jury.

    


    13.    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 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:

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to the Issuer:

            	 	
              Impart
                Media Group, Inc. 

              1300
                North Northlake Way

              Seattle,
                Washington 98103

              Attention:
                Chief Executive Officer

              Tel.
                No.: (206) 633-1852 

              Fax
                No.: (206) 633-2768

            
	 	 	 
	
              with
                copies (which copies shall not constitute notice)to:

            	 	
              Pryor
                Cashman Sherman & Flynn LLP

              410
                Park Avenue, 10th
                Floor

              New
                York, New York 10022

              Attention:
                Eric M. Hellige

              Tel.
                No.: (212) 326-0846

              Fax
                No.: (212) 326-0806

            
	 	 	 
	
              If
                to any Holder:

            	 	
              At
                the address of such Holder set forth on Exhibit
                A
                to
                this Agreement, with copies to Holder’s counsel as set forth on
                Exhibit
                A
                or
                as specified in writing by such Holder with copies to:

            
	 	 	 
	
              with
                copies (which copies shall not constitute notice) to:

            	 	
              Kramer
                Levin Naftalis & Frankel LLP

              1177
                Avenue of the Americas

              New
                York, New York 10036

              Attention:
                Christopher S. Auguste

              Tel.
                No.: (212) 715-9100

              Fax
                No.: (212) 715-8000

            


    

    


    Any
      party
      hereto may from time to time change its address for notices by giving written
      notice of such changed address to the other party hereto.

     

    14.    Warrant
      Agent.
      The
      Issuer may, by written notice to each Holder of this Warrant, appoint an agent
      having an office in New York, New York for the purpose of issuing shares of
      Warrant Stock on the exercise of this Warrant pursuant to subsection (b) of
      Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section
      2 hereof or replacing this Warrant pursuant to subsection (d) of Section 3
      hereof, or any of the foregoing, and thereafter any such issuance, exchange
      or
      replacement, as the case may be, shall be made at such office by such
      agent.

    


    15.    Remedies.
      The
      Issuer stipulates that the remedies at law of the Holder of this Warrant in
      the
      event of any default or threatened default by the Issuer in the performance
      of
      or compliance with any of the terms of this Warrant are not and will not be
      adequate and that, to the fullest extent permitted by law, such terms may be
      specifically enforced by a decree for the specific performance of any agreement
      contained herein or by an injunction against a violation of any of the terms
      hereof or otherwise.


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    


    16.    Successors
      and Assigns.
      This
      Warrant and the rights evidenced hereby shall inure to the benefit of and be
      binding upon the successors and assigns of the Issuer, the Holder hereof and
      (to
      the extent provided herein) the Holders of Warrant Stock issued pursuant hereto,
      and shall be enforceable by any such Holder or Holder of Warrant
      Stock.

    


    17.    Modification
      and Severability.
      If, in
      any action before any court or agency legally empowered to enforce any provision
      contained herein, any provision hereof is found to be unenforceable, then such
      provision shall be deemed modified to the extent necessary to make it
      enforceable by such court or agency. If any such provision is not enforceable
      as
      set forth in the preceding sentence, the unenforceability of such provision
      shall not affect the other provisions of this Warrant, but this Warrant shall
      be
      construed as if such unenforceable provision had never been contained
      herein.

    


    18.    Registration
      Rights.
      The
      initial Holder of this Warrant is entitled to the benefit of certain
      registration rights with respect to the shares of Common Stock issuable upon
      the
      exercise of this Warrant pursuant to that certain Registration Rights Agreement,
      of even date herewith, by and among the Company and Persons listed on Schedule
      I
      thereto (the “Registration Rights Agreement”) and the registration rights with
      respect to the shares of Common Stock issuable upon the exercise of this Warrant
      by any subsequent Holder may only be assigned in accordance with the terms
      and
      provisions of the Registrations Rights Agreement.

    


    19.    Headings.
      The
      headings of the Sections of this Warrant are for convenience of reference only
      and shall not, for any purpose, be deemed a part of this Warrant.

    


    


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      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and year
      first above written.

     

    

      
        	 	
                IMPART
                  MEDIA GROUP, INC.

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/Joseph
                  Martinez

              	 
	 	 	
                Name:
                  Joseph Martinez

              	 
	 	 	
                Title:
                  Chief Financial Officer

              	 


      

    

     

     

    -22-