Exhibit 10.2


    
      

    


    Exhibit
      10.2

    


    


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this "Agreement")
      is
      made and entered into as of March 3, 2006, by and among Impart Media Group,
      Inc., a Nevada corporation (the "Company"),
      and
      the purchasers listed on Schedule
      I
      hereto
      (the "Purchasers").
      

    


    This
      Agreement is being entered into pursuant to the Series A Convertible Preferred
      Stock Purchase Agreement dated
      as
      of the date hereof among the Company and the Purchasers (the "Purchase
      Agreement").

    


    The
      Company and the Purchasers hereby agree as follows:

    


    
      	 	
              1.

            	
              Definitions.

            


    

    


    Capitalized
      terms used and not otherwise defined herein shall have the meanings given such
      terms in the Purchase Agreement. As used in this Agreement, the following terms
      shall have the following meanings:

    


    "Advice"
      shall
      have meaning set forth in Section 3(m).

    


    "Affiliate"
      means,
      with respect to any Person, any other Person that directly or indirectly
      controls or is controlled by or under common control with such Person. For
      the
      purposes of this definition, "control,"
      when
      used with respect to any Person, means the possession, direct or indirect,
      of
      the power to direct or cause the direction of the management and policies of
      such Person, whether through the ownership of voting securities, by contract
      or
      otherwise; and the terms of "affiliated,"
      "controlling"
      and
      "controlled"
      have
      meanings correlative to the foregoing.

    


    "Board"
      shall
      have meaning set forth in Section 3(n).

    


    "Business
      Day"
      means
      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 generally are
      authorized or required by law or other government actions to close.

    


    "Closing
      Date"
      means
      the date of the closing of the purchase and sale of the Preferred Stock and
      the
      Warrants pursuant to the Purchase Agreement.

    


    "Commission"
      means
      the Securities and Exchange Commission.

    


    "Common
      Stock"
      means
      the Company's Common Stock, $.001 par value per share.

    


    "Effectiveness
      Date"
      means
      with respect to the initial Registration Statement the earlier of (A)
      the sixtieth
      (60th)
      day
      following the Filing Date (or in the event that the Registration Statement
      is
      reviewed by the Commission, the ninetieth (90th)
      day
      following the Filing Date or (B) the
      date
      which is within five (5) Business Days of the date on which the Commission
      informs the Company that (i) the Commission will not review the Registration
      Statement or (ii) the
      Company may request the acceleration of the effectiveness of the Registration
      Statement and the Company makes such request; provided that,
      if the
      Effectiveness Date falls on a Saturday,
      Sunday or any other day which shall be a legal holiday or a day on which the
      Commission is authorized or required by law or other government actions to
      close, the Effectiveness Date shall be the following Business Day.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    "Effectiveness
      Period"
      shall
      have the meaning set forth in Section 2.

    


    "Event"
      shall
      have the meaning set forth in Section 7(d).

    


    "Event
      Date"
      shall
      have the meaning set forth in Section 7(d).

    


    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended.

    


    "Filing
      Date"
      means a
      date that is no later than seven (7) days following the filing of the Company’s
      Form 10-KSB for the fiscal year ended December 31, 2005; provided that,
      if the
      Filing Date falls on a Saturday,
      Sunday or any other day which shall be a legal holiday or a day on which the
      Commission is authorized or required by law or other government actions to
      close, the Filing Date shall be the following Business Day.

    


    "Holder"
      or
      "Holders"
      means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

    


    "Indemnified
      Party"
      shall
      have the meaning set forth in Section 5(c).

    


    "Indemnifying
      Party"
      shall
      have the meaning set forth in Section 5(c).

     

    "Losses"
      shall
      have the meaning set forth in Section 5(a).

    


    "Person"
      means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

    


    "Proceeding"
      means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

    


    "Prospectus"
      means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference in such
      Prospectus.


    
      
        
        

      

      
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    "Registrable
      Securities"
      means
      (A) the shares of Common Stock issuable upon conversion of the Preferred Stock
      issued to the Purchasers pursuant to the Purchase Agreement, including any
      dividends accrued thereon, and (B) the shares of Common Stock issuable upon
      exercise of the Warrants. 

    


    "Registration
      Statement"
      means
      the initial registration statement (the “Initial Registration Statement”) and
      any additional registration statements contemplated by Section 2, including
      (in
      each case) the Prospectus, amendments and supplements to such registration
      statement or Prospectus, including pre- and post-effective amendments, all
      exhibits thereto, and all material incorporated by reference in such
      registration statement.

    


    "Rule
      144"
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    "Rule
      158"
      means
      Rule 158 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    "Rule
      415"
      means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    "Rule
      424"
      means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    "Securities
      Act"
      means
      the Securities Act of 1933, as amended.

    


    "Special
      Counsel"
      means
      one special counsel to the Holders, for which the Holders will be reimbursed
      by
      the Company pursuant to Section 4.

    


    "Warrants"
      means
      the warrants to purchase shares of Common Stock issued to the Purchasers
      pursuant to the Purchase Agreement.

    


    
      	 	
              2.

            	
              Resale
                Registration.

            


    


    
      
        
        

      

      
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    On
      or
      prior to the Filing Date the Company shall prepare and file with the Commission
      a "resale" Registration Statement providing for the resale of all Registrable
      Securities for an offering to be made on a continuous basis pursuant to Rule
      415. The Registration Statement shall be on Form S-1 or Form SB-2 (or on such
      other form of registration statement as is then available to register for resale
      the Registrable Securities in accordance with the Securities Act and the rules
      promulgated thereunder). Such Registration Statement shall include the plan
      of
      distribution attached hereto as Exhibit
      I.
      Such
      Registration Statement also shall cover to the extent allowable under the
      Securities Act and the rules promulgated thereunder (including Rule 416), such
      indeterminate number of additional shares of Common Stock resulting from stock
      splits, stock dividends or similar transactions with respect to the Registrable
      Securities. The Company shall (i) not permit any securities other than the
      Registrable Securities and the securities to be listed on Schedule
      II
      hereto
      to be included in the Registration Statement and (ii) use its best efforts
      to
      cause the Registration Statement to be declared effective under the Securities
      Act as promptly as possible after the filing thereof, but in any event prior
      to
      the Effectiveness Date, and to keep such Registration Statement continuously
      effective under the Securities Act until such date as is the earlier of (x)
      the
      date when all Registrable Securities covered by such Registration Statement
      have
      been sold or (y) the date on which the Registrable Securities may be sold
      without any restriction pursuant to Rule 144(k) as determined by the counsel
      to
      the Company pursuant to a written opinion letter, addressed to the Company's
      transfer agent to such effect (the "Effectiveness
      Period").
      If at
      any time and for any reason, an additional Registration Statement is required
      to
      be filed because at such time the actual number of shares of Common Stock into
      which the Preferred Stock is convertible and the Warrants are exercisable plus
      the number of shares of Common Stock exceeds the number of shares of Registrable
      Securities remaining under the Registration Statement, the Company shall have
      fifteen (15) Business Days to file such additional Registration Statement,
      and
      the Company shall use its best efforts to cause such additional Registration
      Statement to be declared effective by the Commission as soon as possible, but
      in
      no event later than sixty (60) days after filing.

    


    
      	 	
              3.

            	
              Registration
                Procedures.

            


    

    


    In
      connection with the Company's registration obligations hereunder, the Company
      shall:

    


    (a)    Prepare
      and file with the Commission on or prior to the Filing Date, a Registration
      Statement on Form SB-2 (or on such other form of registration statement as
      is
      then available to register for resale the Registrable Securities in accordance
      with the Securities Act and the rules promulgated thereunder) in accordance
      with
      the method or methods of distribution thereof as specified by the Holders
      (except if otherwise directed by the Holders), and use its reasonable best
      efforts to cause the Registration Statement to become effective and remain
      effective as provided herein; provided,
      however,
      that
      not less than five (5) Business Days prior to the filing of the Registration
      Statement or any related Prospectus or any amendment or supplement thereto
      (including any document that would be incorporated therein by reference), the
      Company shall (i) furnish to the Holders and the Special Counsel, copies of
      all
      such documents proposed to be filed, which documents (other than those
      incorporated by reference) will be subject to the review of such Holders and
      such Special Counsel, and (ii) cause its officers and directors, counsel and
      independent certified public accountants to respond to such inquiries as shall
      be necessary, in the reasonable opinion of Special Counsel, to conduct a
      reasonable investigation within the meaning of the Securities Act. The Company
      shall not file the Registration Statement or any such Prospectus or any
      amendments or supplements thereto to which the Holders of a majority of the
      Registrable Securities or the Special Counsel shall reasonably object in writing
      within three (3) Business Days of their receipt thereof.


    
      
        
        

      

      
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    (b)    (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement as may be necessary to keep the
      Registration Statement continuously effective as to the applicable Registrable
      Securities for the Effectiveness Period and prepare and file with the Commission
      such additional Registration Statements as necessary in order to register for
      resale under the Securities Act all of the Registrable Securities; (ii) cause
      the related Prospectus to be amended or supplemented by any required Prospectus
      supplement, and as so supplemented or amended to be filed pursuant to Rule
      424
      (or any similar provisions then in force) promulgated under the Securities
      Act;
      (iii) respond as promptly as possible, but in no event later than twelve (12)
      Business Days, to any comments received from the Commission with respect to
      the
      Registration Statement or any amendment thereto and to provide the Holders,
      within such twelve (12) Business Day period, true and complete copies of all
      correspondence from and to the Commission relating to the Registration
      Statement; and (iv) comply in all material respects with the provisions of
      the
      Securities Act and the Exchange Act with respect to the disposition of all
      Registrable Securities covered by the Registration Statement during the
      applicable period in accordance with the intended methods of disposition by
      the
      Holders thereof set forth in the Registration Statement as so amended or in
      such
      Prospectus as so supplemented.

    


    (c)    Notify
      the Holders of Registrable Securities to be sold and the Special Counsel as
      promptly as possible (and, in the case of (i)(A) below, not less than five
      (5)
      days prior to such filing) and (if requested by any such Person) confirm such
      notice in writing (which confirmation may be via electronic mail to the extent
      that such Holder has provided its electronic mail address for communications
      pursuant to this Agreement) no later than one (1) Business Day following the
      day
      (i)(A) when a Prospectus or any Prospectus supplement or post-effective
      amendment to the Registration Statement is filed, (B) when the Commission
      notifies the Company whether there will be a "review" of such Registration
      Statement and whenever the Commission comments in writing on such Registration
      Statement and (C) with respect to the Registration Statement or any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other Federal or state governmental authority
      for amendments or supplements to the Registration Statement or Prospectus or
      for
      additional information; (iii) of the issuance by the Commission of any stop
      order suspending the effectiveness of the Registration Statement covering any
      or
      all of the Registrable Securities or the initiation of any Proceedings for
      that
      purpose; (iv) if at any time any of the representations and warranties of the
      Company contained in any agreement contemplated hereby ceases to be true and
      correct in all material respects, other than those representations or warranties
      made as of a specific date; (v) of the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (vi) of the occurrence of any event that makes any statement made
      in the Registration Statement or Prospectus or any document incorporated or
      deemed to be incorporated therein by reference untrue in any material respect
      or
      that requires any revisions to the Registration Statement, Prospectus or other
      documents so that, in the case of the Registration Statement or the Prospectus,
      as the case may be, it will not contain any untrue statement of a material
      fact
      or omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading.


    
      
        
        

      

      
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    (d)    Use
      its
      reasonable best efforts to avoid the issuance of, or, if issued, obtain the
      withdrawal of, (i) any order suspending the effectiveness of the Registration
      Statement or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities
      for sale in any jurisdiction, at the earliest practicable moment.

    


    (e)    If
      requested by the Holders of a majority in interest of the Registrable
      Securities, (i) promptly incorporate in a Prospectus supplement or
      post-effective amendment to the Registration Statement such information as
      the
      Company reasonably agrees should be included therein and (ii) make all required
      filings of such Prospectus supplement or such post-effective amendment as soon
      as practicable after the Company has received notification of the matters to
      be
      incorporated in such Prospectus supplement or post-effective
      amendment.

    


    (f)    Furnish
      to each Holder and the Special Counsel, without charge, at least one conformed
      copy of each Registration Statement and each amendment thereto, including
      financial statements and schedules, all documents incorporated or deemed to
      be
      incorporated therein by reference, and all exhibits to the extent requested
      by
      such Person (including those previously furnished or incorporated by reference)
      promptly after the filing of such documents with the Commission.

    


    (g)    Promptly
      deliver to each Holder and the Special Counsel, without charge, as many copies
      of the Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request; and
      the
      Company hereby consents to the use of such Prospectus and each amendment or
      supplement thereto by each of the selling Holders in connection with the
      offering and sale of the Registrable Securities covered by such Prospectus
      and
      any amendment or supplement thereto.

    


    (h)    Prior
      to
      any public offering of Registrable Securities, use its reasonable best efforts
      to register or qualify or cooperate with the selling Holders and the Special
      Counsel in connection with the registration or qualification (or exemption
      from
      such registration or qualification) of such Registrable Securities for offer
      and
      sale under the securities or Blue Sky laws of such jurisdictions within the
      United States as any Holder requests in writing, to keep each such registration
      or qualification (or exemption therefrom) effective during the Effectiveness
      Period and to do any and all other acts or things necessary or advisable to
      enable the disposition in such jurisdictions of the Registrable Securities
      covered by a Registration Statement; provided,
      however,
      that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified or to take any action that would
      subject it to general service of process in any such jurisdiction where it
      is
      not then so subject or subject the Company to any material tax in any such
      jurisdiction where it is not then so subject.

    


    (i)    
Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold pursuant to a
      Registration Statement, which certificates shall be free of all restrictive
      legends (provided that the issuance of such unlegended certificates is in
      compliance with applicable securities laws), and to enable such Registrable
      Securities to be in such denominations and registered in such names as any
      Holder may request in writing at least three (3) Business Days prior to any
      sale
      of Registrable Securities.


    
      
        
        

      

      
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    (j)    
Upon
      the
      occurrence of any event contemplated by Section 3(c)(vi), as promptly as
      possible, prepare a supplement or amendment, including a post-effective
      amendment, to the Registration Statement or a supplement to the related
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference, and file any other required document so that, as thereafter
      delivered, neither the Registration Statement nor such Prospectus will contain
      an untrue statement of a material fact or omit to state a material fact required
      to be stated therein or necessary to make the statements therein, in the light
      of the circumstances under which they were made, not misleading.

    


    (k)    Use
      its
      reasonable best efforts to cause all Registrable Securities relating to the
      Registration Statement to be listed on the OTC Bulletin Board or
      any
      other securities exchange, quotation system or market, if any, on which similar
      securities issued by the Company are then listed or traded as and when required
      pursuant to the Purchase Agreement.

    


    (l)    
Comply
      in
      all material respects with all applicable rules and regulations of the
      Commission and make generally available to its security holders earning
      statements satisfying the provisions of Section 11(a) of the Securities Act
      and
      Rule 158 not later than 45 days after the end of any 12-month period (or 90
      days
      after the end of any 12-month period if such period is a fiscal year) commencing
      on the first day of the first fiscal quarter of the Company after the effective
      date of the Registration Statement, which statement shall conform to the
      requirements of Rule 158.

    


    (m)    The
      Company may require each selling Holder to furnish to the Company information
      regarding such Holder and the distribution of such Registrable Securities as
      is
      required by law to be disclosed in the Registration Statement, and the Company
      may exclude from such registration the Registrable Securities of any such Holder
      who unreasonably fails to furnish such information within a reasonable time
      after receiving such request.

    


    If
      the
      Registration Statement refers to any Holder by name or otherwise as the holder
      of any securities of the Company, then such Holder shall have the right to
      require (if such reference to such Holder by name or otherwise is not required
      by the Securities Act or any similar federal statute then in force) the deletion
      of the reference to such Holder in any amendment or supplement to the
      Registration Statement filed or prepared subsequent to the time that such
      reference ceases to be required.

    


    Each
      Holder covenants and agrees that (i) it will not sell any Registrable Securities
      under the Registration Statement until it has received copies of the Prospectus
      as then amended or supplemented as contemplated in Section 3(g) and notice
      from
      the Company that such Registration Statement and any post-effective amendments
      thereto have become effective as contemplated by Section 3(c) and (ii) it and
      its officers, directors or Affiliates, if any, will comply with the prospectus
      delivery requirements of the Securities Act as applicable to them in connection
      with sales of Registrable Securities pursuant to the Registration
      Statement.

    


    Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or 3(n),
      such Holder will forthwith discontinue disposition of such Registrable
      Securities under the Registration Statement until such Holder's receipt of
      the
      copies of the supplemented Prospectus and/or amended Registration Statement
      contemplated by Section 3(j), or until it is advised in writing (the
      "Advice")
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement.


    
      
        
        

      

      
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    (n)    If
      (i)
      there is material non-public information regarding the Company which the
      Company's Board of Directors (the "Board")
      reasonably determines not to be in the Company's best interest to disclose
      and
      which the Company is not otherwise required to disclose, or (ii) there is a
      significant business opportunity (including, but not limited to, the acquisition
      or disposition of assets (other than in the ordinary course of business) or
      any
      merger, consolidation, tender offer or other similar transaction) available
      to
      the Company which the Board reasonably determines not to be in the Company's
      best interest to disclose, then the Company may (x) postpone or suspend filing
      of a Registration Statement (other than the Initial Registration Statement
      prior
      to the Effectiveness Date) for a period not to exceed thirty (30) consecutive
      days or (y) postpone or suspend effectiveness of a registration statement for
      a
      period not to exceed twenty (20) consecutive days; provided that the Company
      may
      not postpone or suspend effectiveness of a registration statement under this
      Section 3(n) for more than fifty (50) days in the aggregate during any three
      hundred sixty (360) day period; provided,
      however,
      that no
      such postponement or suspension shall be permitted for consecutive twenty (20)
      day periods arising out of the same set of facts, circumstances or
      transactions.

    


    
      	 	
              4.

            	
              Registration
                Expenses.

            


    

    


    All
      fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Company, except as and to the extent specified in this Section 4, shall
      be
      borne by the Company whether or not the Registration Statement is filed or
      becomes effective and whether or not any Registrable Securities are sold
      pursuant to the Registration Statement. The fees and expenses referred to in
      the
      foregoing sentence shall include, without limitation, (i) all registration
      and
      filing fees (including, without limitation, fees and expenses (A) with respect
      to filings required to be made with the OTC Bulletin Board and
      each
      other securities exchange or market on which Registrable Securities are required
      hereunder to be listed, (B) with respect to filing fees required to be paid
      to
      the National Association of Securities Dealers, Inc. and the NASD Regulation,
      Inc. and (C) in compliance with state securities or Blue Sky laws (including,
      without limitation, fees and disbursements of counsel for the Holders in
      connection with Blue Sky qualifications of the Registrable Securities and
      determination of the eligibility of the Registrable Securities for investment
      under the laws of such jurisdictions as the Holders of a majority of Registrable
      Securities may designate)), (ii) printing expenses (including, without
      limitation, expenses of printing certificates for Registrable Securities and
      of
      printing prospectuses if the printing of prospectuses is requested by the
      holders of a majority of the Registrable Securities included in the Registration
      Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and
      disbursements of counsel for the Company and Special Counsel for the Holders,
      in
      the case of the Special Counsel, up to a maximum amount of $10,000, (v)
      Securities Act liability insurance, if the Company so desires such insurance,
      and (vi) fees and expenses of all other Persons retained by the Company in
      connection with the consummation of the transactions contemplated by this
      Agreement, including, without limitation, the Company's independent public
      accountants (including the expenses of any comfort letters or costs associated
      with the delivery by independent public accountants of a comfort letter or
      comfort letters). In addition, the Company shall be responsible for all of
      its
      internal expenses incurred in connection with the consummation of the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit, the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder.


    
      
        
        

      

      
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              5.

            	
              Indemnification.

            


    

    


    (a)    Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents, brokers (including
      brokers who offer and sell Registrable Securities as principal as a result
      of a
      pledge or any failure to perform under a margin call of Common Stock),
      investment advisors and employees of each of them, each Person who controls
      any
      such Holder (within the meaning of Section 15 of the Securities Act or Section
      20 of the Exchange Act) and the officers, directors, agents and employees of
      each such controlling Person, to the fullest extent permitted by applicable
      law,
      from and against any and all losses, claims, damages, liabilities, costs
      (including, without limitation, costs of preparation and attorneys' fees) and
      expenses (collectively, "Losses"),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in the Registration Statement, any Prospectus
      or
      any form of prospectus or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein (in the case of any Prospectus or form of prospectus
      or
      supplement thereto, in the light of the circumstances under which they were
      made) not misleading, except to the extent, but only to the extent, that (i)
      such untrue statements or omissions are based solely upon information regarding
      such Holder or such other Indemnified Party furnished in writing to the Company
      by such Holder expressly for use therein and (ii) that the foregoing indemnity
      agreement is subject to the condition that, insofar as it relates to any untrue
      statement, allegedly untrue statement, omission or alleged omission made in
      any
      preliminary prospectus but eliminated or remedied in the final prospectus (filed
      pursuant to Rule 424 of the Securities Act), such indemnity agreement shall
      not
      inure to the benefit of any Holder, underwriter, broker or other Person acting
      on behalf of holders of the Registrable Securities, from whom the Person
      asserting any loss, claim, damage, liability or expense purchased the
      Registrable Securities which are the subject thereof, if a copy of such final
      prospectus had been made available to such Person and such Holder, underwriter,
      broker or other Person acting on behalf of holders of the Registrable Securities
      and such final prospectus was not delivered to such Person with or prior to
      the
      written confirmation of the sale of such Registrable Securities to such Person.
      The Company shall notify the Holders promptly of the institution, threat or
      assertion of any Proceeding of which the Company is aware in connection with
      the
      transactions contemplated by this Agreement.

    


    (b)    Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents and employees
      of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses (as determined by a court of competent jurisdiction
      in a final judgment not subject to appeal or review), as incurred, arising
      solely out of or based solely upon any untrue statement of a material fact
      contained in the Registration Statement, any Prospectus, or any form of
      prospectus, or arising solely out of or based solely upon any omission of a
      material fact required to be stated therein or necessary to make the statements
      therein (in the case of any Prospectus or form of prospectus or supplement
      thereto, in the light of the circumstances under which they were made) not
      misleading, to the extent, but only to the extent, that such untrue statement
      or
      omission is contained in any information so furnished in writing by such Holder
      or other Indemnifying Party to the Company specifically for inclusion in the
      Registration Statement or such Prospectus. Notwithstanding anything to the
      contrary contained herein, each Holder shall be liable under this Section 5(b)
      for only that amount as does not exceed the net proceeds to such Holder as
      a
      result of the sale of Registrable Securities pursuant to such Registration
      Statement.


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    


    (c)    Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an "Indemnified
      Party"),
      such
      Indemnified Party promptly shall notify the Person from whom indemnity is sought
      (the "Indemnifying
      Party)
      in
      writing, and the Indemnifying Party shall assume the defense thereof, including
      the employment of counsel reasonably satisfactory to the Indemnified Party
      and
      the payment of all fees and expenses incurred in connection with defense
      thereof; provided, that the failure of any Indemnified Party to give such notice
      shall not relieve the Indemnifying Party of its obligations or liabilities
      pursuant to this Agreement, except (and only) to the extent that it shall be
      finally determined by a court of competent jurisdiction (which determination
      is
      not subject to appeal or further review) that such failure shall have
      proximately and materially adversely prejudiced the Indemnifying
      Party.

    


    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; or (2) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel (which shall be reasonably acceptable to the Indemnifying Party)
      that
      a conflict of interest is likely to exist if the same counsel were to represent
      such Indemnified Party and the Indemnifying Party (in which case, if such
      Indemnified Party notifies the Indemnifying Party in writing that it elects
      to
      employ separate counsel at the expense of the Indemnifying Party, the
      Indemnifying Party shall not have the right to assume the defense thereof and
      such counsel shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      effected without its written consent, which consent shall not be unreasonably
      withheld or delayed. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending
      Proceeding in respect of which any Indemnified Party is a party, unless such
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability on claims that are the subject matter of such Proceeding.

    


    All
      fees
      and expenses of the Indemnified Party (including reasonable fees and expenses
      to
      the extent incurred in connection with investigating or preparing to defend
      such
      Proceeding in a manner not inconsistent with this Section) shall be paid to
      the
      Indemnified Party, as incurred, within ten (10) Business Days of written notice
      thereof to the Indemnifying Party (regardless of whether it is ultimately
      determined that an Indemnified Party is not entitled to indemnification
      hereunder; provided,
      that the Indemnifying Party may require such Indemnified Party to undertake
      to
      reimburse all such fees and expenses to the extent it is finally judicially
      determined that such Indemnified Party is not entitled to indemnification
      hereunder).


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    


    (d)    Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party because of a failure or refusal of a governmental authority
      to
      enforce such indemnification in accordance with its terms (by reason of public
      policy or otherwise), then each Indemnifying Party, in lieu of indemnifying
      such
      Indemnified Party, shall contribute to the amount paid or payable by such
      Indemnified Party as a result of such Losses, in such proportion as is
      appropriate to reflect the relative benefits received by the Indemnifying Party
      on the one hand and the Indemnified Party on the other from the offering of
      the
      Preferred Stock and Warrants. If, but only if, the allocation provided by the
      foregoing sentence is not permitted by applicable law, the allocation of
      contribution shall be made in such proportion as is appropriate to reflect
      not
      only the relative benefits referred to in the foregoing sentence but also the
      relative fault, as applicable, of the Indemnifying Party and Indemnified Party
      in connection with the actions, statements or omissions that resulted in such
      Losses as well as any other relevant equitable considerations. The relative
      fault of such Indemnifying Party and Indemnified Party shall be determined
      by
      reference to, among other things, whether any action in question, including
      any
      untrue or alleged untrue statement of a material fact or omission or alleged
      omission of a material fact, has been taken or made by, or relates to
      information supplied by, such Indemnifying Party or Indemnified Party, and
      the parties'
      relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such action, statement or omission. The amount paid or payable by a
      party as a result of any Losses shall be deemed to include, subject to the
      limitations set forth in Section 5(c), any reasonable attorneys' or other
      reasonable fees or expenses incurred by such party in connection with any
      Proceeding to the extent such party would have been indemnified for such fees
      or
      expenses if the indemnification provided for in this Section was available
      to
      such party in accordance with its terms. In no event shall any selling Holder
      be
      required to contribute an amount under this Section 5(d) in excess of the net
      proceeds received by such Holder upon sale of such Holder’s Registrable
      Securities pursuant to the Registration Statement giving rise to such
      contribution obligation.

    


    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph. No Person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any Person who was
      not guilty of such fraudulent misrepresentation.

    


    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties. Notwithstanding anything to the contrary contained herein, the Holders
      shall be liable under this Section 5(d) for only that amount as does not exceed
      the net proceeds to such Holder as a result of the sale of Registrable
      Securities pursuant to such Registration Statement.

    


    
      	 	
              6.

            	
              Rule
                144.

            


    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    As
      long
      as any Holder owns any Registrable Securities, Preferred Stock or Warrants,
      the
      Company covenants to timely file (or obtain extensions in respect thereof and
      file within the applicable grace period) all reports required to be filed by
      the
      Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
      Act and to promptly furnish the Holders with true and complete copies of all
      such filings. As long as any Holder owns any Registrable Securities, Preferred
      Stock or Warrants, if the Company is not required to file reports pursuant
      to
      Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to
      the
      Holders and make publicly available in accordance with Rule 144(c) promulgated
      under the Securities Act annual and quarterly financial statements, together
      with a discussion and analysis of such financial statements in form and
      substance substantially similar to those that would otherwise be required to
      be
      included in reports required by Section 13(a) or 15(d) of the Exchange Act,
      as
      well as any other information required thereby, in the time period that such
      filings would have been required to have been made under the Exchange Act.
      The
      Company further covenants that it will take such further action as any Holder
      may reasonably request all to the extent required from time to time to enable
      such Person to sell the Registrable Securities without registration under the
      Securities Act within the limitation of the exemptions provided by Rule 144
      promulgated under the Securities Act, including providing any legal opinions
      relating to such sale pursuant to Rule 144. 

    


    
      	 	
              7.

            	
              Miscellaneous.

            


    

    


    (a)    Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement.
      The Company and each Holder agree that monetary damages would not
      provide adequate
      compensation for any losses incurred by reason of a breach by it of any of
      the
      provisions of this Agreement and hereby further agrees that, in the event of
      any
      action for specific performance in respect of such breach, it shall waive the
      defense that a remedy at law would be adequate.

    


    (b)    No
      Inconsistent Agreements.
      Neither
      the Company nor any of its subsidiaries has, as of the date hereof entered
      into
      and currently in effect, nor shall the Company or any of its subsidiaries,
      on or
      after the date of this Agreement, enter into any agreement with respect to
      its
      securities that is inconsistent with the rights granted to the Holders in this
      Agreement or otherwise conflicts with the provisions hereof. Except as disclosed
      in Schedule
      2.1(c)
      of the
      Purchase Agreement or Schedule
      II
      hereto,
      neither the Company nor any of its subsidiaries has previously entered into
      any
      agreement currently in effect granting any registration rights with respect
      to
      any of its securities to any Person. Without limiting the generality of the
      foregoing, without the written consent of the Holders of a majority of the
      then
      outstanding Registrable Securities, the Company shall not grant to any Person
      the right to request the Company to register any securities of the Company,
      under the Securities Act unless the rights so granted are subject in all
      respects to the prior rights in full of the Holders set forth herein, and are
      not otherwise in conflict with the provisions of this
      Agreement.


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


    (c)    No
      Piggyback on Registrations.
      Neither
      the Company nor any of its security holders (other than the Holders in such
      capacity pursuant hereto or as disclosed on Schedule
      2.1(c)
      of the
      Purchase Agreement or Schedule
      II
      hereto)
      may include securities of the Company in the Registration Statement, and the
      Company shall not after the date hereof enter into any agreement providing
      such
      right to any of its securityholders, unless the right so granted is subject
      in
      all respects to the prior rights in full of the Holders set forth herein, and
      is
      not otherwise in conflict with the provisions of this Agreement.

    


    (d)    Failure
      to File Registration Statement and Other Events.
      The
      Company and the Purchasers agree that the Holders will suffer damages if the
      Registration Statement is not filed on or prior to the Filing Date and not
      declared effective by the Commission on or prior to the Effectiveness Date
      and
      maintained in the manner contemplated herein during the Effectiveness Period
      or
      if certain other events occur. The Company and the Holders further agree that
      it
      would not be feasible to ascertain the extent of such damages with precision.
      Accordingly, if (A) the Registration Statement is not filed on or prior to
      the
      Filing Date, or (B) the Initial Registration Statement is not declared effective
      by the Commission on
      or
      prior to the Effectiveness
      Date, or (C) the Company fails to file with the Commission a request for
      acceleration in accordance with Rule 461 promulgated under the Securities Act
      within five (5) Business Days of the date that the Company is notified (orally
      or in writing, whichever is earlier) by the Commission that a Registration
      Statement will not be "reviewed," or not subject to further review, or (D)
      the
      Registration Statement is filed with and declared effective by the Commission
      but thereafter ceases to be effective as to all Registrable Securities at any
      time prior to the expiration of the Effectiveness Period, without being
      succeeded immediately by a subsequent Registration Statement filed with and
      declared effective by the Commission, or (E) the Company has breached Section
      3(n), or (F) trading in the Common Stock shall be suspended or if the Common
      Stock ceases to be quoted on the OTC Bulletin Board (other than upon a listing
      on a principal exchange) for any reason for more than three (3) Business Days
      in
      the aggregate (any such failure or breach being referred to as an "Event,"
      and
      for purposes of clauses (A) and (B) the date on which such Event occurs, or
      for
      purposes of clause (C) the date on which such five (5) Business Day period
      is
      exceeded, or for purposes of clause (D) after more than fifteen (15) Business
      Days, or for purposes of clause (F) the date on which such three (3) Business
      Day period is exceeded, being referred to as "Event
      Date"),
      the
      Company shall pay an amount as liquidated damages to each Holder in cash equal
      to one and one-half percent (1.5%) per calendar month (prorated for shorter
      periods) of the Holder’s initial investment in the Preferred Stock, from the
      Event Date until the applicable Event is cured. Such payments shall constitute
      the Holder’s exclusive monetary remedy for such Events. Notwithstanding anything
      to the contrary in this paragraph (d), if (i) any of the Events described in
      clauses (A), (B), (C), (D) or (F) shall have occurred, (ii) on or prior to
      the
      applicable Event Date, the Company shall have exercised its rights under Section
      3(n) hereof and (iii) the postponement or suspension permitted pursuant to
      such
      Section 3(n) shall remain effective as of such applicable Event Date, then
      the
      applicable Event Date shall be deemed instead to occur on the second Business
      Day following the termination of such postponement or suspension. No liquidated
      damages shall accrue or be payable to the Holders because of the occurrence
      of
      the Event described in clause (B) above (other than with respect to the Initial
      Registration Statement) if the Company has complied with the provisions of
      Section 3(b)(iii) hereof. Notwithstanding anything to the contrary contained
      in
      this Section 7(d), in no event shall the total amount of damages payable by
      the
      Company pursuant to this Section 7(d) exceed ten percent (10%) of the aggregate
      purchase price paid by the initial holders of the Preferred Stock issued
      pursuant to the Purchase Agreement.


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    (e)    Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holders of three-fourths (3/4) of the Registrable
      Securities outstanding.

    


    (f)    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, 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. Notwithstanding
      the
      foregoing, the Company may furnish to a Holder by electronic mail copies of
      any
      and all documents or correspondence required to be delivered to such Holder
      hereunder to the extent that such Holder has provided its electronic mail
      address to the Company specifically for this purpose. The addresses for such
      communications shall be:

    


    
      	
              If
                to the Company:

            	 	
              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 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 Purchaser:

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

            
	 	 	 
	
              Any
                notice to 

              any
                Purchaser shall be copied 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

            


    

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    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.

    


    (g)    Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns and shall inure to the benefit of each
      Holder and its successors and assigns. The Company may not assign this Agreement
      or any of its rights or obligations hereunder without the prior written consent
      of each Holder. Each Purchaser may assign its rights hereunder in the manner
      and
      to the Persons as permitted under the Purchase Agreement.

    


    (h)    Assignment
      of Registration Rights.
      The
      rights of each Holder hereunder, including the right to have the Company
      register for resale Registrable Securities in accordance with the terms of
      this
      Agreement, shall be automatically assignable by each Holder to any Affiliate
      of
      such Holder or any other Holder or
      Affiliate of any other Holder
      of
      all or a portion of
      the
      Registrable Securities if: (i) the Holder agrees in writing with the transferee
      or assignee to assign such rights, and a copy of such agreement is furnished
      to
      the Company within a reasonable time after such assignment, (ii) the Company
      is,
      within a reasonable time after such transfer or assignment, furnished with
      written notice of (a) the name and address of such transferee or assignee,
      and
      (b) the securities with respect to which such registration rights are being
      transferred or assigned, (iii) following such transfer or assignment the further
      disposition of such securities by the transferee or assignees is restricted
      under the Securities Act and applicable state securities laws, (iv) at or before
      the time the Company receives the written notice contemplated by clause (ii)
      of
      this Section, the transferee or assignee agrees in writing with the Company
      to
      be bound by all of the provisions of this Agreement, and (v) such transfer
      shall
      have been made in accordance with the applicable requirements of the Purchase
      Agreement. In addition, each Holder shall have the right to assign its rights
      hereunder to any other Person with the prior written consent of the Company,
      which consent shall not be unreasonably withheld. The rights to assignment
      shall
      apply to the Holders (and to subsequent) successors and assigns. 

    


    (i)    
Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

    


    (j)    
Governing
      Law; Jurisdiction.
      This
      Agreement 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 Agreement shall not be interpreted or construed
      with
      any presumption against the party causing this Agreement to be drafted. The
      Company and the Holders agree that venue for any dispute arising under this
      Agreement 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 Company and the
      Holders irrevocably consent to personal jurisdiction in the state and federal
      courts of the state of New York. The Company and the Holders 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 Agreement
      and
      agrees that such service shall constitute good and sufficient service of process
      and notice thereof. Nothing in this Section 7(j) shall affect or limit any
      right
      to serve process in any other manner permitted by law. The Company and the
      Holders hereby agree that the prevailing party in any suit, action or proceeding
      arising out of or relating to the this Agreement 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.


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    


    (k)    Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

    


    (l)    
Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held to be
      invalid, illegal, void or unenforceable in any respect, the remainder of the
      terms, provisions, covenants and restrictions set forth herein shall remain
      in
      full force and effect and shall in no way be affected, impaired or invalidated,
      and the parties hereto shall use their reasonable efforts to find and employ
      an
      alternative means to achieve the same or substantially the same result as that
      contemplated by such term, provision, covenant or restriction. It is hereby
      stipulated and declared to
      be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

    


    (m)    Headings.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

    


    (n)    Shares
      Held by the Company and its Affiliates.
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its Affiliates (other than any Holder or transferees or successors
      or
      assigns thereof if such Holder is deemed to be an Affiliate solely by reason
      of
      its holdings of such Registrable Securities) shall not be counted in determining
      whether such consent or approval was given by the Holders of such required
      percentage.


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


    (o)    Independent
      Nature of Purchasers.
      The
      Company acknowledges that the obligations of each Purchaser under the
      Transaction Documents are several and not joint with the obligations of any
      other Purchaser, and no Purchaser shall be responsible in any way for the
      performance of the obligations of any other Purchaser under the Transaction
      Documents. The Company acknowledges that the decision of each Purchaser to
      purchase Securities pursuant to the Purchase Agreement has been made by such
      Purchaser independently of any other Purchaser and independently of any
      information, materials, statements or opinions as to the business, affairs,
      operations, assets, properties, liabilities, results of operations, condition
      (financial or otherwise) or prospects of the Company or of its Subsidiaries
      which may have made or given by any other Purchaser or by any agent or employee
      of any other Purchaser, and no Purchaser or any of its agents or employees
      shall
      have any liability to any Purchaser (or any other person) relating to or arising
      from any such information, materials, statements or opinions. The Company
      acknowledges that nothing contained herein, or in any Transaction Document,
      and
      no action taken by any Purchaser pursuant hereto or thereto (including, but
      not
      limited to, the (i) inclusion of a Purchaser in the Registration Statement
      and
      (ii) review by, and consent to, such Registration Statement by a Purchaser)
      shall be deemed to constitute the Purchasers as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Purchasers are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated by the Transaction Documents.
      The
      Company acknowledges that each Purchaser shall be entitled to independently
      protect and enforce its rights, including without limitation, the rights arising
      out of this Agreement or out of the other Transaction Documents, and it shall
      not be necessary for any other Purchaser to be joined as an additional party
      in
      any proceeding for such purpose. The Company acknowledges that for reasons
      of
      administrative convenience only, the Transaction Documents have been prepared
      by
      counsel for the placement agent and such counsel does not represent the
      Purchasers and the Purchasers have retained their own individual counsel with
      respect to the transactions contemplated hereby. The Company acknowledges that
      it has elected to provide all Purchasers with the same terms and Transaction
      Documents for the convenience of the Company and not because it was required
      or
      requested to do so by the Purchasers. The Company acknowledges that such
      procedure with respect to the Transaction Documents in no way creates a
      presumption that the Purchasers are in any way acting in concert or as a group
      with respect to the Transaction Documents or the transactions contemplated
      hereby or thereby.

    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    


    
      	 	
              IMPART
                MEDIA GROUP, INC.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/Joseph
                Martinez

            	 
	 	 	
              Name:
                Joseph Martinez

            	 
	 	 	
              Title:  
                Chief Financial Officer

            	 
	 	 	 	 
	
               

            	 	 	 
	 	
              PURCHASER:

            	 
	 	 	 	 
	 	
              Enable
                Growth Partners LP

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/Brendan
                O’Neil

            	 
	 	 	
              Name:
                Brendan O’Neil

            	 
	 	 	
              Title:  
                Principal and Portfolio Manager

            	 
	 	 	 	 
	 	 	 	 
	 	
              Enable
                Opportunity Partners LP

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/Brendan
                O’Neil

            	 
	 	 	
              Name:
                Brendan O’Neil

            	 
	 	 	
              Title:  
                Principal and Portfolio Manager

            	 
	 	 	 	 
	 	 	 	 
	 	
              Pierce
                Diversified Strategy Master Fund LLC

            	 
	 	 	 	 
	 	
              By:

            	
              /s/Brendan
                O’Neil

            	 
	 	 	
              Name:
                Brendan O’Neil

            	 
	 	 	
              Title:  
                Principal and Portfolio Manager

            	 
	 	 	 	 
	 	 	 	 
	 	
              Gryphon
                Master Fund, L.P.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/E.B.
                Lyon, IV

            	 
	 	 	
              Name:
                E.B. Lyon, IV

            	 
	 	 	
              Title:  
                Authorized Agent

            	 


    

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              GSSF
                Master Fund, L.P.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/E.B.
                Lyon, IV

            	 
	 	 	
              Name:
                E.B. Lyon, IV

            	 
	 	 	
              Title:  
                Authorized Agent

            	 
	 	 	 	 
	 	 	 	 
	 	
              Hudson
                Bay Fund LP

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/Yoav
                Roth

            	 
	 	 	
              Name:
                Yoav Roth

            	 
	 	 	
              Title:  
                Portfolio Manager

            	 


    

     

     

    -19-