ex10_6.htm


    
      

    


    Exhibit
      10.6

    


    SUBORDINATION
      AGREEMENT

    


    This
      Subordination Agreement (this “Agreement”) is entered into as of the 24th
      day of May, 2007, by and among the signatories hereto (collectively, the
“Subordinated Lenders” and each, a “Subordinated Lender”), and Laurus Master
      Fund, Ltd. (the “Senior Lender”).  Unless otherwise defined herein,
      capitalized terms used herein shall have the meaning provided such terms in
      the
      Security Agreement referred to below.

    


    BACKGROUND

    


    WHEREAS,
      the Subordinated Lenders will purchase certain unsecured, convertible debentures
      in an aggregate amount up to $3 million (the “Securities”) from, Impart Media
      Group, Inc., a Nevada corporation (the “Company”) pursuant to a securities
      purchase agreement to be entered by and between the Subordinated Lenders and
      the
      Company on or about May 24, 2007 (such securities purchase agreement,
      together with all agreements and documents executed and delivered by the parties
      in connection therewith, the “Junior Documents”).

    


    WHEREAS,
      it is a condition to the Senior Lender’s approval of the Company’s receipt of
      such loans, which approval is required, pursuant to, and in accordance with,
      (i)
      that certain Security Agreement to be dated on or about January 27, 2007 by
      and
      between the Company and Laurus (as amended, modified or supplemented from time
      to time, the "Security Agreement") and (ii) the Related Agreements referred
      to
      in the Security Agreement, that the Subordinated Lenders enter into this
      Agreement.

    


    NOW,
      THEREFORE, each Subordinated Lender and the Senior Lender agree as
      follows:

    


    TERMS

    


    1.           All
      obligations of the Company and/or any of its Subsidiaries to the Senior Lender,
      howsoever created, arising or evidenced, whether direct or indirect, absolute
      or
      contingent or now or hereafter existing, or due or to become due are referred
      to
      as “Senior Liabilities”.  Any and all loans made by the Subordinated
      Lenders to the Company and/or any of its Subsidiaries, together with all other
      obligations (whether monetary or otherwise) of the Company and/or any of its
      Subsidiaries to any Subordinated Lender (in each case, including any interest,
      fees or penalties related thereto), howsoever created, arising or evidenced,
      whether direct or indirect, absolute or contingent or now or hereafter existing,
      or due or to become due are referred to as “Junior Liabilities”.  It
      is expressly understood and agreed that the term “Senior Liabilities”, as used
      in this Agreement, shall include, without limitation, any and all interest,
      fees
      and penalties accruing on any of the Senior Liabilities after the commencement
      of any proceedings referred to in paragraph 4 of this Agreement, notwithstanding
      any provision or rule of law which might restrict the rights of the Senior
      Lender, as against the Company, its Subsidiaries or anyone else, to collect
      such
      interest, fees or penalties, as the case may be.

     

    
      
        
        

      

      
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    2.           Except
      as expressly otherwise provided in this Agreement or as the Senior Lender may
      otherwise expressly consent in writing, the payment of the Junior Liabilities
      shall be postponed and subordinated in right of payment and priority to the
      payment in full of all Senior Liabilities.  Furthermore, whether
      directly or indirectly, no payments or other distributions whatsoever in respect
      of any Junior Liabilities shall be made (whether at stated maturity, by
      acceleration or otherwise), nor shall any property or assets of the Company
      or
      any of its Subsidiaries be applied to the purchase or other acquisition or
      retirement of any Junior Liability until such time as the Senior Liabilities
      have been indefeasibly paid in full.  Notwithstanding anything to the
      contrary contained in this paragraph 2 or elsewhere in this Agreement, the
      Company and its Subsidiaries may (i) make regularly scheduled principal and
      interest payments, as the case may be,
      (ii) if
      applicable, pay any accrued liquidated damages when due, (payment of such
      liquidated damages being capped hereby to no more than $210,000 in the aggregate
      (the “Liquidated Damages Cap”), to the Subordinated Lenders with respect
      to the Junior Liabilities, so long as (i) no Event of Default (as defined in
      the
      Security Agreement or any Related Agreement has occurred and is continuing
      at
      the time of any such payment or after giving effect to such payment and (ii)
      the
      amount of such regularly scheduled principal payments, the rate of interest,
      and
      the Liquidated Damages Cap, in each case, with respect to the Junior Liabilities
      is not increased from that in effect on the date hereof.  In addition,
      nothing contained herein (x) shall restrict any Subordinated Lender’s right to
      receive shares of the Company’s common stock upon conversion or exercise of
      securities of the Company; (y) restrict a Subordinated Lender’s right to
      seek specific performance therefor to cause the Company to satisfy its
      obligations under the Junior Documents; or
      (z)
      restrict a Subordinated Lender’s right to receive payment in shares of the
      Company’s common stock in respect of liquidated damages and other fees to the
      extent that payment in cash is prohibited pursuant to the foregoing clause
      (y).

    


    3.           Each
      Subordinated Lender hereby subordinates all claims and security interests it
      may
      have against, or with respect to, any of the assets of the Company and/or any
      of
      its Subsidiaries (the “Subordinated Lender Liens”), to the security interests
      granted by the Company and/or any of its Subsidiaries to the Senior Lender
      in
      respect of the Senior Liabilities.  The Senior Lender shall not owe
      any duty to any Subordinated Lender as a result of or in connection with any
      Subordinated Lender Liens, including without limitation any marshalling of
      assets or protection of the rights or interests of any Subordinated
      Lender.  The Senior Lender shall have the exclusive right to manage,
      perform and enforce the underlying terms of the Security Agreement, the Related
      Agreements and each other document, instrument and agreement executed from
      time
      to time in connection therewith (collectively, the “Security Agreements”)
      relating to the assets of the Company and its Subsidiaries and to exercise
      and
      enforce its rights according to its discretion.  Each Subordinated
      Lender waives all rights to affect the method or challenge the appropriateness
      of any action taken by the Senior Lender in connection with the Senior Lender’s
      enforcement of its rights under the Security Agreements.  Only the
      Senior Lender shall have the right to restrict  permit, approve or
      disapprove the sale, transfer or other disposition of the assets of the Company
      or any of its Subsidiaries.  As between the Senior Lender and each
      Subordinated Lender, the terms of this Agreement shall govern.


    
      
        
        

      

      
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    4.           In
      the event of any dissolution, winding up, liquidation, readjustment,
      reorganization or other similar proceedings relating to the Company and/or
      any
      of its Subsidiaries or to its creditors, as such, or to its property (whether
      voluntary or involuntary, partial or complete, and whether in bankruptcy,
      insolvency or receivership, or upon an assignment for the benefit of creditors,
      or any other marshalling of the assets and liabilities of the Company and/or
      any
      of its Subsidiaries, or any sale of all or substantially all of the assets
      of
      the Company and/or any of its Subsidiaries, or otherwise), the Senior
      Liabilities shall first be paid in full before any Subordinated Lender shall
      be
      entitled to receive and to retain any payment, distribution, other rights or
      benefits in respect of any Junior Liability. In order to enable the Senior
      Lender to enforce its rights hereunder in any such action or proceeding, if
      a
      Subordinated Lender does not file proof(s) of claim(s) in connection with a
      bankruptcy or insolvency proceeding involving the Company and/or any of its
      Subsidiaries prior to 15 days before the expiration of the time to file claims
      in any such proceeding, the Senior Lender is hereby irrevocably authorized
      and
      empowered in its discretion as attorney in fact for each Subordinated Lender
      to
      make and present for and on behalf of such Subordinated Lender such proofs
      of
      claims against the Company and/or its Subsidiaries as Laurus may deem expedient
      or proper and to vote such proofs of claims in any such proceeding and to
      receive and collect any and all dividends or other payments or disbursements
      made thereon in whatever form the same may be paid or issued and to apply same
      on account of any the Senior Liabilities.  In the event, prior to
      indefeasible payment in full of the Senior Liabilities, any Subordinated Lender
      shall receive any payment in respect of the Junior Liabilities and/or in
      connection with the enforcement of such Subordinated Lender’s rights and
      remedies against the Company and/or any of its Subsidiaries, whether arising
      in
      connection with the Junior Liabilities or otherwise that is not in accordance
      with the terms of this Agreement, then such Subordinated Lender shall forthwith
      deliver, or cause to be delivered, the same to the Senior Lender in precisely
      the form held by such Subordinated Lender (except for any necessary endorsement)
      and until so delivered the same shall be held in trust by such Subordinated
      Lender as the property of the Senior Lender.

    


    5.           Each
      Subordinated Lender will mark its/his books and records so as to clearly
      indicate that its/his respective Junior Liabilities are subordinated in
      accordance with the terms of this Agreement.  Each Subordinated Lender
      will execute such further documents or instruments and take such further action
      as the Senior Lender may reasonably request from time to time  to
      carry out the intent of this Agreement.

    


    6.           Each
      Subordinated Lender hereby waives all diligence in collection or protection
      of
      or realization upon the Senior Liabilities or any security for the Senior
      Liabilities.

    


    7.           Except
      as permitted herein, until such time as the Senior Liabilities have been
      indefeasibly paid in full, the Subordinated Lender will not, without the prior
      written consent of the Senior Lender:  (a) attempt to enforce or
      collect any Junior Liability or any rights in respect of any Junior Liability
      or
      any other rights or remedies of any kind or nature whatsoever against any
      Company and/or any of their respective Subsidiaries whether in respect of the
      Junior Liabilities or otherwise (each an “Enforcement Action”); unless, in each
      case (i) an event of default shall have occurred and be continuing under any
      one
      or more agreements between and among the Subordinated Lender, any Company and/or
      any of their respective Subsidiaries which would entitle the Subordinated Lender
      to take such action (each, a “Subordinated Lender Default”), (ii) the
      Subordinated Lender shall have provided the Senior Lender written notice of
      the
      occurrence of each such Subordinated Lender Default and that it intends to
      take
      an Enforcement Action (each, a “Subordinated Lender Enforcement Action Notice”),
      and (iii) a period of at least 120 days shall have elapsed after the receipt
      by
      the Senior Lender of the respective Subordinated Lender Enforcement Action
      Notice; provided that, notwithstanding the foregoing, the Subordinated Lender
      shall only be permitted to provide the Senior Lender with two Subordinated
      Lender Enforcement Action Notices in any three hundred and sixty five (365)
      day
      period; or (b) commence, or join with any other creditor in commencing, any
      bankruptcy, reorganization or insolvency proceedings with respect to any Company
      and/or any of their respective Subsidiaries.

     

    
      
        
        

      

      
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    8.           The
      Senior Lender may, from time to time, at its sole discretion and without notice
      to any Subordinated Lender, take any or all of the following
      actions:  (a) retain or obtain a security interest in any property to
      secure any of the Senior Liabilities; (b) retain or obtain the primary or
      secondary obligation of any other obligor or obligors with respect to any of
      the
      Senior Liabilities; (c) extend or renew for one or more periods (whether or
      not
      longer than the original period), alter, increase or exchange any of the Senior
      Liabilities, or release or compromise any obligation of any nature of any
      obligor with respect to any of the Senior Liabilities; and (d) release its
      security interest in, or surrender, release or permit any substitution or
      exchange for, all or any part of any property securing any of the Senior
      Liabilities, or extend or renew for one or more periods (whether or not longer
      than the original period) or release, compromise, alter or exchange any
      obligations of any nature of any obligor with respect to any such
      property.

    


    9.           The
      Senior Lender may, from time to time, whether before or after any discontinuance
      of this Agreement, without notice to any Subordinated Lender, assign or transfer
      any or all of the Senior Liabilities or any interest in the Senior Liabilities;
      and, notwithstanding any such assignment or transfer or any subsequent
      assignment or transfer of the Senior Liabilities, such Senior Liabilities shall
      be and remain Senior Liabilities for the purposes of this Agreement, and every
      immediate and successive assignee or transferee of any of the Senior Liabilities
      or of any interest in the Senior Liabilities shall, to the extent of the
      interest of such assignee or transferee in the Senior Liabilities, be entitled
      to the benefits of this Agreement to the same extent as if such assignee or
      transferee were the Senior Lender, as applicable; provided, however, that,
      unless the Senior Lender shall otherwise consent in writing, the Senior Lender
      shall have an unimpaired right, prior and superior to that of any such assignee
      or transferee, to enforce this Agreement, for the benefit of the Senior Lender,
      as to those of the Senior Liabilities which the Senior Lender has not assigned
      or transferred.

    


    10.           The
      Senior Lender shall not be prejudiced in its rights under this Agreement by
      any
      act or failure to act of any Subordinated Lender, or any noncompliance of any
      Subordinated Lender with any agreement or obligation, regardless of any
      knowledge thereof which the Senior Lender may have or with which the Senior
      Lender may be charged; and no action of the Senior Lender permitted under this
      Agreement shall in any way affect or impair the rights of the Senior Lender
      and
      the obligations of any Subordinated Lender under this Agreement.

    


    11.           No
      delay on the part of the Senior Lender in the exercise of any right or remedy
      shall operate as a waiver of such right or remedy, and no single or partial
      exercise by the Senior Lender of any right or remedy shall preclude other or
      further exercise of such right or remedy or the exercise of any other right
      or
      remedy; nor shall any modification or waiver of any of the provisions of this
      Agreement be binding upon the Senior Lender except as expressly set forth in
      a
      writing duly signed and delivered on behalf of the Senior Lender.  For
      the purposes of this Agreement, Senior Liabilities shall have the meaning set
      forth in Section 1 above, notwithstanding any right or power of any Subordinated
      Lender or anyone else to assert any claim or defense as to the invalidity or
      unenforceability of any such obligation, and no such claim or defense shall
      affect or impair the agreements and obligations of any Subordinated Lender
      under
      this Agreement.

     

    
      
        
        

      

      
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    12.           This
      Agreement shall continue in full force and effect after the filing of any
      petition (“Petition”) by or against the Company and/or any of its
      Subsidiaries under the United States Bankruptcy Code (the “Code”) and all
      converted or succeeding cases in respect thereof.  All references
      herein to the Company and/or Subsidiary shall be deemed to apply to the Company
      and such Subsidiary as debtor-in-possession and to a trustee for the Company
      and/or such Subsidiary.  If the Company or any of its Subsidiaries
      shall become subject to a proceeding under the Code, and if the Senior Lender
      shall desire to permit the use of cash collateral or to provide post-Petition
      financing from the Senior Lender to the Company or any such Subsidiary under
      the
      Code, each Subordinated Lender agrees as follows:  (1) adequate notice
      to such Subordinated Lender shall be deemed to have been provided for such
      consent or post-Petition financing if such Subordinated Lender receives notice
      thereof three (3) business days (or such shorter notice as is given to the
      Senior Lender) prior to the earlier of (a) any hearing on a request to approve
      such post-petition financing or (b) the date of entry of an order approving
      same
      and (2) no objection will be raised by any Subordinated Lender to any such
      use
      of cash collateral or such post-Petition financing from the Senior
      Lender.

    


    13.           This
      Agreement shall be binding upon each Subordinated Lender and upon the heirs,
      legal representatives, successors and assigns of each Subordinated Lender and
      the successors and assigns of any Subordinated Lender.

    


    14.           This
      Agreement shall be construed in accordance with and governed by the laws of
      New
      York without regard to conflict of laws provisions.  Wherever possible
      each provision of this Agreement shall be interpreted in such manner as to
      be
      effective and valid under applicable law, but if any provision of this Agreement
      shall be prohibited by or invalid under such law, such provision shall be
      ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provision or the remaining provisions of
      this
      Agreement.

    


    15.           No
      provision of this Agreement may be waived, modified, supplemented or amended
      except in a written instrument signed, in the case of an amendment, by the
      Company and the Subordinated Lenders then holding of at least 75% in interest
      of
      the original amount of the Securities or, in the case of a waiver, by the party
      against whom enforcement of any such waived provision is sought.

    


    [signature
      page follows]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Subordination Agreement has been made and
      delivered  this 24th day of May, 2007.

     

    
 

    
      
        
          
            
              	 	
                      LAURUS
                        MASTER FUND, LTD.

                    
	 	 	 
	 	
                      By:

                    	
                       

                    	 
	 	
                      Name: 
                        

                    	 
	 	
                      Title:

                    	 


            

          

        

      

    


    
      
        
        

      

      
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    [SUBORDINATED
      LENDER SIGNATURE PAGE TO SUBORDINATION AGREEMENT
      WITH LAURUS MASTER FUND, LTD.]

    


    IN
      WITNESS WHEREOF, this Subordination Agreement has been made and
      delivered  by the undersigned this 24th day of May,
      2007.

    


    
      
        
          
            	
                    Name
                      of Subordinated Lender:

                  	 
	 	 
	
                    Signature
                      of Authorized Signatory of Subordination
                      Agreement:

                  
	 	 
	 	 	 
	 	 
	
                    Name
                      of Authorized Signatory:

                  	 
	 	 
	
                    Title
                      of Authorized Signatory:

                  	 
	 	 
	
                    Facsimile
                      Number of Purchaser:

                  	 
	 	 
	 	 
	
                    Address
                      for Notice of Subordinated Lender: 

                  


          

        

      




    
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