ex10_4.htm


    
      

    

     

    
      Exhibit
        10.4

      


      REGISTRATION
        RIGHTS AGREEMENT

      


      This
        Registration Rights Agreement (this “Agreement”) is made and entered into
        as of May 24, 2007, between Impart Media Group, Inc., a Nevada corporation
        (the “Company”) and each of the several purchasers signatory hereto (each
        such purchaser, a “Purchaser” and, collectively, the
“Purchasers”).

      


      This
        Agreement is made pursuant to the Securities Purchase Agreement, dated as
        of the
        date hereof, between the Company and each Purchaser (the “Purchase
        Agreement”).

      


      The
        Company and each Purchaser hereby agree as follows:

      


      
        	
                 

              	
                1.

              	
                Definitions

              


      

      


      Capitalized
        terms used and not otherwise defined herein that are defined in the Purchase
        Agreement 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 the meaning set forth in Section 6(d).

      


      “Effectiveness
        Date” means, with respect to the Initial Registration Statement required to
        be filed hereunder, the 30th calendar day following the Filing Date (or,
        in the
        event of a “full review” by the Commission, the 90th calendar day following the
        Filing Date), but in no event later than the 180th calendar
        day
        following the date hereof, and with respect to any additional Registration
        Statements which may be required pursuant to Section 3(c), the 60th calendar
        day
        following the date on which an additional Registration Statement is required
        to
        be filed hereunder; provided, however, that in the event the
        Company is notified by the Commission that one or more of the above Registration
        Statements will not be reviewed or is no longer subject to further review
        and
        comments, the Effectiveness Date as to such Registration Statement shall
        be the
        fifth Trading Day following the date on which the Company is so notified
        if such
        date precedes the dates otherwise required above.

      


      “Effectiveness
        Period” shall have the meaning set forth in Section 2(a).

      


      “Event”
        shall have the meaning set forth in Section 2(b).

      


      “Event
        Date” shall have the meaning set forth in Section 2(b).

      


      “Filing
        Date” means, with respect to the Initial Registration Statement required
        hereunder, the 15th calendar
        day
        following the date that the Prior Registration Statement is declared effective
        by the Commission, but in no event later than the 75th calendar
        day
        following the date hereof, and, with respect to any additional Registration
        Statements which may be required pursuant to Section 3(c), the earliest
        practical date on which the Company is permitted by SEC Guidance to file
        such
        additional Registration Statement related to the Registrable
        Securities.


      
        
          
          

        

        
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      “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).

      


      “Initial
        Registration Statement” means the initial Registration Statement filed
        pursuant to this Agreement.

      


      “Initial
        Shares” means a number of shares of Common Stock equal to one-third of the
        number of shares of Common Stock issued and outstanding and held by
        non-affiliates of the Company immediately prior to the filing date of the
        Initial Registration Statement.

      


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

      


      “Plan
        of Distribution” shall have the meaning set forth in Section
        2(a).

      


      “Prior
        Registration Statement” means the registration statement (File Number
        333-136201) filed on August 1, 2006 with the Commission and any amendments
        thereto.

      


      “Prospectus”
        means the prospectus included in a 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 a Registration Statement,
        and
        all other amendments and supplements to the Prospectus, including post-effective
        amendments, and all material incorporated by reference or deemed to be
        incorporated by reference in such Prospectus.

      


      “Registrable
        Securities” means (i) all of the shares of Common Stock issuable upon
        conversion in full of the Debentures (assuming on the date of determination
        the
        Debentures are converted in full without regard to any conversion limitations
        therein), (ii) all shares of Common Stock issuable as interest or principal
        on
        the Debentures assuming all permissible interest and principal payments are
        made
        in shares of Common Stock and the Debentures are held until maturity, (iii)
        all
        Warrant Shares (assuming on the date of determination the Warrants are exercised
        in full without regard to any exercise limitations therein), (iv) any additional
        shares of Common Stock issuable in connection with any anti-dilution provisions
        in the Debentures or the Warrants (in each case, without giving effect to
        any
        limitations on conversion set forth in the Debentures or limitations on exercise
        set forth in the Warrant), (v) shares of Common Stock issuable in lieu of
        cash
        payments of partial liquidated damages pursuant to Section 2(b) and
        (vi) any securities issued or issuable upon any stock split, dividend or
        other distribution,  recapitalization or similar event with respect to
        the foregoing.


      
        
          
          

        

        
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      “Registration
        Statement” means the registration statement required to be filed hereunder
        and any additional registration statements contemplated by Section 3(c),
        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
        or
        deemed to be incorporated by reference in such registration
        statement.

      


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

      


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

      


      “Selling
        Shareholder Questionnaire” shall have the meaning set forth in Section
        3(a).

      


      “SEC
        Guidance” means (i) any publicly-available written or oral guidance,
        comments, requirements or requests of the Commission staff and (ii) the
        Securities Act.


      
        
          
          

        

        
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                2.

              	
                Shelf
                  Registration

              


      

      


      (a)           On
        or prior to each Filing Date, the Company shall prepare and file with the
        Commission a Registration Statement covering the resale of all or such portion
        of the Registrable Securities as permitted by SEC Guidance (provided that
        the
        Company shall use diligent efforts to advocate with the Commission for the
        registration of all of the Registrable Securities in accordance with the
        SEC
        Guidance, including without limitation, the Manual of Publicly Available
        Telephone Interpretations D.29) that are not then registered on an effective
        Registration Statement for an offering to be made on a continuous basis pursuant
        to Rule 415.  The Registration Statement shall be on Form S-3 (except
        if the Company is not then eligible to register for resale the Registrable
        Securities on Form S-3, in which case such registration shall be on another
        appropriate form in accordance herewith, it being understood that the initial
        Registration Statement filed hereunder shall be on Form SB-2) and shall contain
        (unless otherwise directed by at least an 85% majority in interest of the
        Holders) substantially the “Plan of Distribution” attached hereto as
Annex A.  Subject to the terms of this Agreement, the Company
        shall use its best efforts to cause a 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 applicable Effectiveness Date, and
        shall
        use its best efforts to keep such Registration Statement continuously effective
        under the Securities Act until all Registrable Securities covered by such
        Registration Statement have been sold, or may be sold without volume
        restrictions pursuant to Rule 144(k), as determined by the counsel to the
        Company pursuant to a written opinion letter to such effect, addressed and
        acceptable to the Company’s transfer agent and the affected Holders (the
“Effectiveness Period”).  The Company shall telephonically
        request effectiveness of a Registration Statement as of 5:00 p.m. New York
        City
        time on a Trading Day.   The Company shall immediately notify the
        Holders via facsimile or by e-mail delivery of a “.pdf” format data file of the
        effectiveness of a Registration Statement on the same Trading Day that the
        Company telephonically confirms effectiveness with the Commission, which
        shall
        be the date requested for effectiveness of a Registration
        Statement.  The Company shall, by 9:30 a.m. New York City time on the
        Trading Day after the Effective Date, file a final Prospectus with the
        Commission as required by Rule 424.  Failure to so notify the Holder
        within 1 Trading Day of such notification of effectiveness or failure to
        file a
        final Prospectus as foresaid shall be deemed an Event under Section
        2(b).  Notwithstanding any other provision of this Agreement and
        subject to the payment of liquidated damages in Section 2(b), if any SEC
        Guidance sets forth a limitation of the number of Registrable Securities
        permitted to be registered on a particular Registration Statement (and
        notwithstanding that the Company used diligent efforts to advocate with the
        Commission for the registration of all or a greater number of Registrable
        Securities), unless otherwise directed in writing by a Holder as to its
        Registrable Securities, the number of Registrable Securities to be registered
        on
        such Registration Statement will first be reduced by Registrable Securities
        represented by Warrant Shares (applied, in the case that some Warrant Shares
        may
        be registered, to the Holders on a pro rata basis based on the total number
        of
        unregistered Warrant Shares held by such Holders), and second by Registrable
        Securities represented by Conversion Shares (applied, in the case that some
        Conversion Shares may be registered, to the Holders on a pro rata basis based
        on
        the total number of unregistered Conversion Shares held by such
        Holders).

       

      
        
          
          

        

        
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      (b)           If:
        (i) the Initial Registration Statement is not filed on or prior to its Filing
        Date (if the Company files the Initial Registration Statement without affording
        the Holders the opportunity to review and comment on the same as required
        by
        Section 3(a) herein, the Company shall be deemed to have not satisfied this
        clause (i)), or (ii) the Company fails to file with the Commission a request
        for
        acceleration of a Registration Statement in accordance with Rule 461 promulgated
        under the Securities Act, within five Trading Days of the date that the Company
        is notified (orally or in writing, whichever is earlier) by the Commission
        that
        such Registration Statement will not be “reviewed” or not be subject to further
        review, or (iii) prior to the Effectiveness Date of a Registration Statement,
        the Company fails to file a pre-effective amendment and otherwise respond
        in
        writing to comments made by the Commission in respect of such Registration
        Statement within 10 Trading Days after the receipt of comments by or notice
        from
        the Commission that such amendment is required in order for such Registration
        Statement to be declared effective, or (iv) as to, in the aggregate among
        all
        Holders on a pro-rata basis based on their purchase of the Securities pursuant
        to the Purchase Agreement, a Registration Statement registering for resale
        all
        of the Initial Shares is not declared effective by the Commission by the
        Effectiveness Date of the Initial Registration Statement, or (v) all of the
        Registrable Securities are not registered for resale pursuant to one or more
        effective Registration Statements on or before May 30, 2008, or (vi) after
        the Effectiveness Date of a Registration Statement, such Registration Statement
        ceases for any reason to remain continuously effective as to all Registrable
        Securities included in such Registration Statement, or the Holders are otherwise
        not permitted to utilize the Prospectus therein to resell such Registrable
        Securities (a)  because the Company is negotiating a merger,
        consolidation, acquisition or sale of all or substantially all of its assets
        or
        a similar transaction which, in the good faith judgment of the Company’s board
        of directors, requires the Registration Statement to be amended to include
        information in connection with such pending transaction (including the parties
        thereto) and such information is not yet available or publicly disclosable,
        for
        more than an aggregate of 30 non-consecutive calendar days during any 12
        month
        period or (b) for any other reason, more than an aggregate of 60 non-consecutive
        calendar days during any 12 month period (any such failure or breach being
        referred to as an “Event”, and for purposes of clause (i), (iv) or (v)
        the date on which such Event occurs, or for purposes of clause (ii) the date
        on
        which such five Trading Day period is exceeded, or for purposes of clause
        (iii)
        the date which such 10 calendar day period is exceeded, or for purposes of
        clause (vi) the date on which such 30 or 60 calendar day period, as applicable,
        is exceeded being referred to as “Event Date”), then, in addition to any
        other rights the Holders may have hereunder or under applicable law, on each
        such Event Date and on each monthly anniversary of each such Event Date (if
        the
        applicable Event shall not have been cured by such date) until the applicable
        Event is cured, the Company shall pay to each Holder an amount in cash, as
        partial liquidated damages and not as a penalty, equal to 2% of the aggregate
        purchase price paid by such Holder pursuant to the Purchase Agreement for
        any
        unregistered Registrable Securities then held by such Holder.  The
        parties agree that the Company shall not be liable for liquidated damages
        under
        this Agreement with respect to any Warrants or Warrant Shares.  If the
        Company fails to pay any partial liquidated damages pursuant to this Section
        in
        full within seven days after the date payable, the Company will pay interest
        thereon at a rate of 18% per annum (or such lesser maximum amount that is
        permitted to be paid by applicable law) to the Holder, accruing daily from
        the
        date such partial liquidated damages are due until such amounts, plus all
        such
        interest thereon, are paid in full. The partial liquidated damages pursuant
        to
        the terms hereof shall apply on a daily pro rata basis for any portion of
        a
        month prior to the cure of an Event. In
        addition, without limiting any other rights of any Holder contained herein,
        if
        any portion of accrued but unpaid partial liquidated damages under this Section
        remains unpaid by the Company by the applicable due date, such accrued but
        unpaid partial liquidated damages shall thereafter be convertible, at the
        sole
        option of any Holder, in whole or in part, into shares of Common Stock based
        on
        a conversion price equal to the lesser of (x) the then effective Conversion
        Price or (y) 85% of the average of the 10 lowest VWAPs for the 30 consecutive
        Trading Days ending on the Trading Day that is immediately prior to the date
        the
        applicable liquidated damages were due.  Such conversion shall
        otherwise be effected pursuant to the conditions and procedures set forth
        in
        Section 4 of the Debentures.



      
        
          
          

        

        
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                3.

              	
                Registration
                  Procedures.

              


      

      


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

      


      (a)           Not
        less than 5 Trading Days prior to the filing of each Registration Statement
        and
        not less than one Trading Day prior to the filing of any related Prospectus
        or
        any amendment or supplement thereto (including any document that would be
        incorporated or deemed to be incorporated therein by reference), the Company
        shall (i) furnish to each Holder copies of all such documents proposed to
        be
        filed, which documents (other than those incorporated or deemed to be
        incorporated by reference) will be subject to the review of such Holders
        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 respective counsel to each Holder, to conduct a reasonable
        investigation within the meaning of the Securities Act. The Company shall
        not
        file a Registration Statement or any such Prospectus or any amendments or
        supplements thereto to which the Holders of a majority of the Registrable
        Securities shall reasonably object in good faith, provided that the Company
        is
        notified of such objection in writing no later than 5 Trading Days after
        the
        Holders have been so furnished copies of a Registration Statement or 1 Trading
        Day after the Holders have been so furnished copies of any related Prospectus
        or
        amendments or supplements thereto. Each Holder agrees to furnish to the Company
        a completed questionnaire in the form attached to this Agreement as Annex
        B (a “Selling Shareholder Questionnaire”) not less than two Trading
        Days prior to the Filing Date or by the end of the fourth Trading Day following
        the date on which such Holder receives draft materials in accordance with
        this
        Section.

       

      (b)           (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to a Registration Statement and the Prospectus used in connection
        therewith as may be necessary to keep a 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 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 (subject to the terms
        of this
        Agreement), and, as so supplemented or amended, to be filed pursuant to Rule
        424; (iii) respond as promptly as reasonably possible to any comments received
        from the Commission with respect to a Registration Statement or any amendment
        thereto and provide as promptly as reasonably possible to the Holders true
        and
        complete copies of all correspondence from and to the Commission relating
        to a
        Registration Statement (provided that the Company may excise any information
        contained therein which would constitute material non-public information
        as to
        any Holder which has not executed a confidentiality agreement with the Company);
        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 a Registration Statement during the applicable period
        in
        accordance (subject to the terms of this Agreement) with the intended methods
        of
        disposition by the Holders thereof set forth in such Registration Statement
        as
        so amended or in such Prospectus as so supplemented.

      


      (c)           If
        during the Effectiveness Period, the number of Registrable Securities at
        any
        time exceeds 100% of the number of shares of Common Stock then registered
        in a
        Registration Statement, then the Company shall file as soon as reasonably
        practicable, but in any case prior to the applicable Filing Date, an additional
        Registration Statement covering the resale by the Holders of not less than
        the
        number of such Registrable Securities.

       

      
        
          
          

        

        
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      (d)           Notify
        the Holders of Registrable Securities to be sold (which notice shall, pursuant
        to clauses (iii) through (vi) hereof, be accompanied by an instruction to
        suspend the use of the Prospectus until the requisite changes have been made)
        as
        promptly as reasonably possible (and, in the case of (i)(A) below, not less
        than
        one Trading Day prior to such filing) and (if requested by any such Person)
        confirm such notice in writing no later than one Trading Day following the
        day
        (i)(A) when a Prospectus or any Prospectus supplement or post-effective
        amendment to a Registration Statement is proposed to be 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 a 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 a Registration Statement or Prospectus or
        for
        additional information; (iii) of the issuance by the Commission or any other
        federal or state governmental authority of any stop order suspending the
        effectiveness of a Registration Statement covering any or all of the Registrable
        Securities or the initiation of any Proceedings for that purpose; (iv) 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; (v) of the occurrence of any event or passage
        of
        time that makes the financial statements included in a Registration Statement
        ineligible for inclusion therein or any statement made in a 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 a Registration Statement, Prospectus or other
        documents so that, in the case of a 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 light of the circumstances under which they
        were
        made, not misleading; and (vi) of the occurrence or existence of any pending
        corporate development with respect to the Company that the Company believes
        may
        be material and that, in the determination of the Company, makes it not in
        the
        best interest of the Company to allow continued availability of a Registration
        Statement or Prospectus, provided that any and all of such information shall
        remain confidential to each Holder until such information otherwise becomes
        public, unless disclosure by a Holder is required by law; provided,
further, that notwithstanding each Holder’s agreement to keep such
        information confidential, each such Holder makes no acknowledgement that
        any
        such information is material, non-public information.

      


      (e)           Use
        its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
        of (i) any order stopping or suspending the effectiveness of a 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.

      


      (f)           Furnish
        to each Holder, without charge, at least one conformed copy of each such
        Registration Statement and each amendment thereto, including financial
        statements and schedules, all documents incorporated or deemed to be
        incorporated therein by reference to the extent requested by such Person,
        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; provided, that any such item which is available
        on the EDGAR system need not be furnished in physical form.

       

      
        
          
          

        

        
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      (g)           Subject
        to the terms of this Agreement, 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, except
        after
        the giving of any notice pursuant to Section 3(d).

      


      (h)           
        The Company shall effect a filing with respect to the public offering
        contemplated by each Registration Statement (an “Issuer Filing”) with the
        National Association of Securities Dealers, Inc. (“NASD”) Corporate
        Financing Department pursuant to NASD Rule 2710(b)(10)(A)(i) within one Trading
        Day of the date that the Registration Statement is first filed with the
        Commission and pay the filing fee required by such Issuer Filing.  The
        Company shall use commercially reasonable efforts to pursue the Issuer Filing
        until the NASD issues a letter confirming that it does not object to the
        terms
        of the offering contemplated by the Registration Statement as described in
        the
        Plan of Distribution attached hereto as Annex A.  A copy of the Issuer
        Filing and all related correspondence to or from the NASD with respect thereto
        shall be provided to FWS.

      


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

      


      (j)           If
        requested by a Holder, cooperate with such Holders to facilitate the timely
        preparation and delivery of certificates representing Registrable Securities
        to
        be delivered to a transferee pursuant to a Registration Statement, which
        certificates shall be free, to the extent permitted by the Purchase Agreement,
        of all restrictive legends, and to enable such Registrable Securities to
        be in
        such denominations and registered in such names as any such Holder may
        request.

       

      (k)           Upon
        the occurrence of any event contemplated by Section 3(d), as promptly as
        reasonably possible under the circumstances taking into account the Company’s
        good faith assessment of any adverse consequences to the Company and its
        stockholders of the premature disclosure of such event, prepare a supplement
        or
        amendment, including a post-effective amendment, to a 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 a 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 light of the circumstances under which they were made,
        not misleading.  If the Company notifies the Holders in accordance
        with clauses (iii) through (vi) of Section 3(d) above to suspend the use
        of any
        Prospectus until the requisite changes to such Prospectus have been made,
        then
        the Holders shall suspend use of such Prospectus.  The Company will
        use its best efforts to ensure that the use of the Prospectus may be resumed
        as
        promptly as is practicable.  The Company shall be entitled to exercise
        its right under this Section 3(k) to suspend the availability of a Registration
        Statement and Prospectus, subject to the payment of partial liquidated damages
        otherwise required pursuant to Section 2(b), for a period not to exceed 60
        calendar days (which need not be consecutive days) in any 12 month
        period.

      


      
        
          
          

        

        
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      (l)           Comply
        with all applicable rules and regulations of the Commission.

      


      (m)           The
        Company may require each selling Holder to furnish to the Company a certified
        statement as to the number of shares of Common Stock beneficially owned by
        such
        Holder and, if required by the Commission, the natural persons thereof that
        have
        voting and dispositive control over the shares. During any periods that the
        Company is unable to meet its obligations hereunder with respect to the
        registration of the Registrable Securities solely because any Holder fails
        to
        furnish such information within three Trading Days of the Company’s request, any
        liquidated damages that are accruing at such time as to such Holder only
        shall
        be tolled and any Event that may otherwise occur solely because of such delay
        shall be suspended as to such Holder only, until such information is delivered
        to the Company.

      


      4.    Registration
        Expenses. All fees and expenses incident to the performance of or compliance
        with this Agreement by the Company shall be borne by the Company whether
        or not
        any Registrable Securities are sold pursuant to a 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 of the Company’s counsel and auditors) (A) with respect to
        filings made with the Commission, (B) with respect to filings required to
        be
        made with any Trading Market on which the Common Stock is then listed for
        trading, (C) in compliance with applicable state securities or Blue Sky laws
        reasonably agreed to by the Company in writing (including, without limitation,
        fees and disbursements of counsel for the Company in connection with Blue
        Sky
        qualifications or exemptions of the Registrable Securities) and (D) if not
        previously paid by the Company in connection with an Issuer Filing, with
        respect
        to any filing that may be required to be made by any broker through which
        a
        Holder intends to make sales of Registrable Securities with the NASD pursuant
        to
        NASD Rule 2710, so long as the broker is receiving no more than a customary
        brokerage commission in connection with such sale, (ii) printing expenses
        (including, without limitation, expenses of printing certificates for
        Registrable Securities), (iii) messenger, telephone and delivery expenses,
        (iv)
        fees and disbursements of counsel for the Company, (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.  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 and the fees and expenses incurred in connection with the
        listing of the Registrable Securities on any securities exchange as required
        hereunder.  In no event shall the Company be responsible for any
        broker or similar commissions of any Holder or, except to the extent provided
        for in the Transaction Documents, any legal fees or other costs of the
        Holders.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      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,
        members, partners, 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
        (and any other Persons with a functionally equivalent role of a Person holding
        such titles, notwithstanding a lack of such title or any other title) 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, members, shareholders, partners, agents and employees (and any
        other
        Persons with a functionally equivalent role of a Person holding such titles,
        notwithstanding a lack of such title or any other title) 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, reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to (1) any untrue or
        alleged untrue statement of a material fact contained in a 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 supplement thereto, in light of the circumstances under which
        they
        were made) not misleading or (2) any violation or alleged violation by the
        Company of the Securities Act, the Exchange Act or any state securities law,
        or
        any rule or regulation thereunder, in connection with the performance of
        its
        obligations under this Agreement, except to the extent, but only to the extent,
        that (i) such untrue statements or omissions are based solely upon information
        regarding such Holder furnished in writing to the Company by such Holder
        expressly for use therein, or to the extent that such information relates
        to
        such Holder or such Holder’s proposed method of distribution of Registrable
        Securities and was reviewed and expressly approved in writing by such Holder
        expressly for use in a Registration Statement, such Prospectus or in any
        amendment or supplement thereto (it being understood that the Holder has
        approved Annex A hereto for this purpose) or (ii) in the case of an occurrence
        of an event of the type specified in Section 3(d)(iii)-(vi), the use by such
        Holder of an outdated or defective Prospectus after the Company has notified
        such Holder in writing that the Prospectus is outdated or defective and prior
        to
        the receipt by such Holder of the Advice contemplated in Section
        6(d).  The Company shall notify the Holders promptly of the
        institution, threat or assertion of any Proceeding arising from or in connection
        with the transactions contemplated by this Agreement of which the Company
        is
        aware.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (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
        or
        employees of such controlling Persons, to the fullest extent permitted by
        applicable law, from and against all Losses, as incurred, to the extent arising
        out of or based solely upon: (x) such Holder’s failure to comply with the
        prospectus delivery requirements of the Securities Act or (y) any untrue
        or
        alleged untrue statement of a material fact contained in any Registration
        Statement, any 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 not misleading (i) 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 to the Company specifically for inclusion
        in
        such Registration Statement or such Prospectus or (ii) to the extent that
        such
        information relates to such Holder’s proposed method of distribution of
        Registrable Securities and was reviewed and expressly approved in writing
        by
        such Holder expressly for use in a Registration Statement (it being understood
        that the Holder has approved Annex A hereto for this purpose), such Prospectus
        or in any amendment or supplement thereto or (ii) in the case of an occurrence
        of an event of the type specified in Section 3(d)(iii)-(vi), the use by such
        Holder of an outdated or defective Prospectus after the Company has notified
        such Holder in writing that the Prospectus is outdated or defective and prior
        to
        the receipt by such Holder of the Advice contemplated in Section 6(d). In
        no
        event shall the liability of any selling Holder hereunder be greater in amount
        than the dollar amount of the net proceeds received by such Holder upon the
        sale
        of the Registrable Securities giving rise to such indemnification
        obligation.

      


      (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 shall promptly notify the Person from whom
        indemnity is sought (the “Indemnifying Party”) in writing, and the
        Indemnifying Party shall have the right to 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 prejudiced
        the Indemnifying Party.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      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; (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 counsel to the
        Indemnified Party shall reasonably believe that a material 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 the reasonable fees and expenses
        of no
        more than one separate 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.

      


      Subject
        to the terms of this Agreement, all reasonable 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 Trading Days of written notice thereof to
        the
        Indemnifying Party; provided, that the Indemnified Party shall promptly
        reimburse the Indemnifying Party for that portion of such fees and expenses
        applicable to such actions for which such Indemnified Party is judicially
        determined to be not entitled to indemnification hereunder.

      


      (d)           Contribution.
        If the indemnification under Section 5(a) or 5(b) is unavailable to an
        Indemnified Party or insufficient to hold an Indemnified Party harmless for
        any
        Losses, then each Indemnifying Party shall contribute to the amount paid
        or
        payable by such Indemnified Party, in such proportion as is appropriate to
        reflect the relative fault 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 this Agreement, any reasonable
        attorneys’ or other 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.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      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.  Notwithstanding the provisions of this Section 5(d), no
        Holder shall be required to contribute, in the aggregate, any amount in excess
        of the amount by which the net proceeds actually received by such Holder
        from
        the sale of the Registrable Securities subject to the Proceeding exceeds
        the
        amount of any damages that such Holder has otherwise been required to pay
        by
        reason of such untrue or alleged untrue statement or omission or alleged
        omission.

      


      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.

      


      6.    Miscellaneous.

      


      (a)           Remedies.  In
        the event of a breach by the Company or by a Holder of any of their respective
        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, shall 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 not assert
        or shall waive the defense that a remedy at law would be adequate.

      


      (b)           No
        Piggyback on Registrations. Except as set forth on Schedule 6(b)
        attached hereto, neither the Company nor any of its security holders (other
        than
        the Holders in such capacity pursuant hereto) may include securities of the
        Company in any Registration Statements other than the Registrable
        Securities.  The Company shall not file any other registration
        statements until all Registrable Securities are registered pursuant to a
        Registration Statement that is declared effective by the Commission, provided
        that this Section 6(b) shall not prohibit the Company from filing amendments
        to
        registration statements filed prior to the date of this Agreement.

      


      (c)           Compliance.
        Each Holder covenants and agrees that it will comply with the prospectus
        delivery requirements of the Securities Act as applicable to it in connection
        with sales of Registrable Securities pursuant to a Registration
        Statement.

      


      (d)           Discontinued
        Disposition.  By its acquisition of Registrable Securities, each
        Holder agrees that, upon receipt of a notice from the Company of the occurrence
        of any event of the kind described in Section 3(d)(iii) through (vi), such
        Holder will forthwith discontinue disposition of such Registrable Securities
        under a Registration Statement until it is advised in writing (the
“Advice”) by the Company that the use of the applicable Prospectus (as it
        may have been supplemented or amended) may be resumed.  The Company
        will use its best efforts to ensure that the use of the Prospectus may be
        resumed as promptly as it practicable.  The Company agrees and
        acknowledges that any periods during which the Holder is required to discontinue
        the disposition of the Registrable Securities hereunder shall be subject
        to the
        provisions of Section 2(b).

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (e)           Piggy-Back
        Registrations. If at any time during the Effectiveness Period there is not
        an effective Registration Statement covering all of the Registrable Securities
        and the Company shall determine to prepare and file with the Commission a
        registration statement relating to an offering for its own account or the
        account of others under the Securities Act of any of its equity securities,
        other than on Form S-4 or Form S-8 (each as promulgated under the Securities
        Act) or their then equivalents relating to equity securities to be issued
        solely
        in connection with any acquisition of any entity or business or equity
        securities issuable in connection with the Company’s stock option or other
        employee benefit plans, then the Company shall send to each Holder a written
        notice of such determination and, if within fifteen days after the date of
        such
        notice, any such Holder shall so request in writing, the Company shall include
        in such registration statement all or any part of such Registrable Securities
        such Holder requests to be registered; provided, however, that the
        Company shall not be required to register any Registrable Securities pursuant
        to
        this Section 6(e) that are eligible for resale pursuant to Rule 144(k)
        promulgated under the Securities Act or that are the subject of a then effective
        Registration Statement.

      


      (f)           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 a majority
        of the then outstanding Registrable Securities (including, for this purpose
        any
        Registrable Securities issuable upon exercise or conversion of any
        Security).  If a Registration Statement does not register all of the
        Registrable Securities pursuant to a waiver or amendment done in compliance
        with
        the previous sentence, then the number of Registrable Securities to be
        registered for each Holder shall be reduced pro rata among all Holders and
        each
        Holder shall have the right to designate which of its Registrable Securities
        shall be omitted from such Registration Statement. Notwithstanding the
        foregoing, a waiver or consent to depart from the provisions hereof with
        respect
        to a matter that relates exclusively to the rights of some Holders and that
        does
        not directly or indirectly affect the rights of other Holders may be given
        by
        Holders of all of the Registrable Securities to which such waiver or consent
        relates; provided, however, that the provisions of this sentence
        may not be amended, modified, or supplemented except in accordance with the
        provisions of the first  sentence of this Section 6(f).

      


      (g)           Notices.
        Any and all notices or other communications or deliveries required or permitted
        to be provided hereunder shall be delivered as set forth in the Purchase
        Agreement.

      


      (h)           Successors
        and Assigns. This Agreement shall inure to the benefit of and be binding
        upon the successors and permitted assigns of each of the parties and shall
        inure
        to the benefit of each Holder. The Company may not assign (except by merger)
        its
        rights or obligations hereunder without the prior written consent of all
        of the
        Holders of the then-outstanding Registrable Securities. Each Holder may assign
        their respective rights hereunder in the manner and to the Persons as permitted
        under the Purchase Agreement.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (i)           No
        Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has
        entered, as of the date hereof, 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 would have the effect of impairing the
        rights granted to the Holders in this Agreement or otherwise conflicts with
        the
        provisions hereof.  Except as set forth on Schedule 6(i),
        neither the Company nor any of its subsidiaries has previously entered into
        any
        agreement granting any registration rights with respect to any of its securities
        to any Person that have not been satisfied in full.

      


      (j)           Execution
        and Counterparts. This Agreement may be executed in two or more
        counterparts, all of which when taken together shall be considered one and
        the
        same agreement and shall become effective when counterparts have been signed
        by
        each party and delivered to the other party, it being understood that both
        parties need not sign the same counterpart.  In the event that any
        signature is delivered by facsimile transmission or by e-mail delivery of
        a
“.pdf” format data file, such signature shall create a valid and binding
        obligation of the party executing (or on whose behalf such signature is
        executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.

      


      (k)           Governing
        Law.  All questions concerning the construction, validity,
        enforcement and interpretation of this Agreement shall be determined in
        accordance with the provisions of the Purchase Agreement.

      


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

      


      (m)           Severability.
        If any term, provision, covenant or restriction of this Agreement is held
        by a
        court of competent jurisdiction to be invalid, illegal, void or unenforceable,
        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 commercially
        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.

      


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

      


      (o)           Independent
        Nature of Holders’ Obligations and Rights. The obligations of each Holder
        hereunder are several and not joint with the obligations of any other Holder
        hereunder, and no Holder shall be responsible in any way for the performance
        of
        the obligations of any other Holder hereunder. Nothing contained herein or
        in
        any other agreement or document delivered at any closing, and no action taken
        by
        any Holder pursuant hereto or thereto, shall be deemed to constitute the
        Holders
        as a partnership, an association, a joint venture or any other kind of entity,
        or create a presumption that the Holders are in any way acting in concert
        with
        respect to such obligations or the transactions contemplated by this Agreement.
        Each Holder shall be entitled to protect and enforce its rights, including
        without limitation the rights arising out of this Agreement, and it shall
        not be
        necessary for any other Holder to be joined as an additional party in any
        proceeding for such purpose.

      


      ********************


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

                     IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

       

      
        
          
            
              
                
                  	 	
                          IMPART
                            MEDIA GROUP, INC.

                        
	 	 	 
	 	 	 
	 	
                          By:

                        	
                          /s/Thomas
                            C. Muniz

                        	 
	 	
                          Name:  
                            

                        	
                          Thomas
                            C. Muniz

                        
	 	
                          Title:

                        	
                          President

                        


                

              

            

          

        

      

       

       

      [SIGNATURE
        PAGE OF HOLDERS FOLLOWS]

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE OF HOLDERS TO IMMG RRA]

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            Name
                              of
                              Holder: __________________________

                            


                            Signature
                              of Authorized Signatory of Holder: __________________________

                            


                            Name
                              of
                              Authorized Signatory: _________________________

                            


                            Title
                              of
                              Authorized Signatory:
                              __________________________

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      [SIGNATURE
        PAGES CONTINUE]

      

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

      

       

      Annex
        A

      


      Plan
        of Distribution

      


      Each
        Selling Stockholder (the “Selling Stockholders”) of the common stock and
        any of their pledgees, assignees and successors-in-interest may, from time
        to
        time, sell any or all of their shares of common stock on the OTC Bulletin
        Board
        or any other stock exchange, market or trading facility on which the shares
        are
        traded or in private transactions.  These sales may be at fixed or
        negotiated prices.  A Selling Stockholder may use any one or more of
        the following methods when selling shares:

       

      
        	
                 

              	
                ·

              	
                ordinary
                  brokerage transactions and transactions in which the broker-dealer
                  solicits purchasers;

              


      

       

      
        	
                 

              	
                ·

              	
                block
                  trades in which the broker-dealer will attempt to sell the shares
                  as agent
                  but may position and resell a portion of the block as principal
                  to
                  facilitate the transaction;

              


      

       

      
        	
                 

              	
                ·

              	
                purchases
                  by a broker-dealer as principal and resale by the broker-dealer
                  for its
                  account;

              


      

       

      
        	
                 

              	
                ·

              	
                an
                  exchange distribution in accordance with the rules of the applicable
                  exchange;

              


      

       

      
        	
                 

              	
                ·

              	
                privately
                  negotiated transactions;

              


      

       

      
        	
                 

              	
                ·

              	
                settlement
                  of short sales entered into after the effective date of the registration
                  statement of which this prospectus is a
                  part;

              


      

       

      
        	
                 

              	
                ·

              	
                broker-dealers
                  may agree with the Selling Stockholders to sell a specified number
                  of such
                  shares at a stipulated price per
                  share;

              


      

       

      
        	
                 

              	
                ·

              	
                through
                  the writing or settlement of options or other hedging transactions,
                  whether through an options exchange or
                  otherwise;

              


      

       

      
        	
                 

              	
                ·

              	
                a
                  combination of any such methods of sale;
                  or

              


      

       

      
        	
                 

              	
                ·

              	
                any
                  other method permitted pursuant to applicable
                  law.

              


      

       

      The
        Selling Stockholders may also sell shares under Rule 144 under the Securities
        Act of 1933, as amended (the “Securities Act”), if available, rather than
        under this prospectus.

       

      Broker-dealers
        engaged by the Selling Stockholders may arrange for other brokers-dealers
        to
        participate in sales.  Broker-dealers may receive commissions or
        discounts from the Selling Stockholders (or, if any broker-dealer acts as
        agent
        for the purchaser of shares, from the purchaser) in amounts to be negotiated,
        but, except as set forth in a supplement to this Prospectus, in the case
        of an
        agency transaction not in excess of a customary brokerage commission in
        compliance with NASDR Rule 2440; and in the case of a principal transaction
        a
        markup or markdown in compliance with NASDR IM-2440.


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      In
        connection with the sale of the common stock or interests therein, the Selling
        Stockholders may enter into hedging transactions with broker-dealers or other
        financial institutions, which may in turn engage in short sales of the common
        stock in the course of hedging the positions they assume.  The Selling
        Stockholders may also sell shares of the common stock short and deliver these
        securities to close out their short positions, or loan or pledge the common
        stock to broker-dealers that in turn may sell these securities.  The
        Selling Stockholders may also enter into option or other transactions with
        broker-dealers or other financial institutions or the creation of one or
        more
        derivative securities which require the delivery to such broker-dealer or
        other
        financial institution of shares offered by this prospectus, which shares
        such
        broker-dealer or other financial institution may resell pursuant to this
        prospectus (as supplemented or amended to reflect such
        transaction).

       

      The
        Selling Stockholders and any broker-dealers or agents that are involved in
        selling the shares may be deemed to be “underwriters” within the meaning of the
        Securities Act in connection with such sales.  In such event, any
        commissions received by such broker-dealers or agents and any profit on the
        resale of the shares purchased by them may be deemed to be underwriting
        commissions or discounts under the Securities Act.  Each Selling
        Stockholder has informed the Company that it does not have any written or
        oral
        agreement or understanding, directly or indirectly, with any person to
        distribute the Common Stock. In no event shall any broker-dealer receive
        fees,
        commissions and markups which, in the aggregate, would exceed eight percent
        (8%).

       

      The
        Company is required to pay certain fees and expenses incurred by the Company
        incident to the registration of the shares.  The Company has agreed to
        indemnify the Selling Stockholders against certain losses, claims, damages
        and
        liabilities, including liabilities under the Securities Act.

       

      Because
        Selling Stockholders may be deemed to be “underwriters” within the meaning of
        the Securities Act, they will be subject to the prospectus delivery requirements
        of the Securities Act including Rule 172 thereunder.  In addition, any
        securities covered by this prospectus which qualify for sale pursuant to
        Rule
        144 under the Securities Act may be sold under Rule 144 rather than under
        this
        prospectus.  There is no underwriter or coordinating broker acting in
        connection with the proposed sale of the resale shares by the Selling
        Stockholders.

       

      We
        agreed
        to keep this prospectus effective until the earlier of (i) the date on which
        the
        shares may be resold by the Selling Stockholders without registration and
        without regard to any volume limitations by reason of Rule 144(k) under the
        Securities Act or any other rule of similar effect or (ii) all of the shares
        have been sold pursuant to this prospectus or Rule 144 under the Securities
        Act
        or any other rule of similar effect.  The resale shares will be sold
        only through registered or licensed brokers or dealers if required under
        applicable state securities laws. In addition, in certain states, the resale
        shares may not be sold unless they have been registered or qualified for
        sale in
        the applicable state or an exemption from the registration or qualification
        requirement is available and is complied with.


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      Under
        applicable rules and regulations under the Exchange Act, any person engaged
        in
        the distribution of the resale shares may not simultaneously engage in market
        making activities with respect to the common stock for the applicable restricted
        period, as defined in Regulation M, prior to the commencement of the
        distribution.  In addition, the Selling Stockholders will be subject
        to applicable provisions of the Exchange Act and the rules and regulations
        thereunder, including Regulation M, which may limit the timing of purchases
        and
        sales of shares of the common stock by the Selling Stockholders or any other
        person.  We will make copies of this prospectus available to the
        Selling Stockholders and have informed them of the need to deliver a copy
        of
        this prospectus to each purchaser at or prior to the time of the sale (including
        by compliance with Rule 172 under the Securities Act).


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      Annex
        B

       

      IMPART
        MEDIA GROUP, INC.

      


      Selling
        Securityholder Notice and Questionnaire

      


      The
        undersigned beneficial owner of common stock (the “Registrable
        Securities”) of Impart Media Group, Inc., a Nevada corporation (the
“Company”), understands that the Company has filed or intends to file
        with the Securities and Exchange Commission (the “Commission”) a
        registration statement (the “Registration Statement”) for the
        registration and resale under Rule 415 of the Securities Act of 1933, as
        amended
        (the “Securities Act”), of the Registrable Securities, in accordance with
        the terms of the Registration Rights Agreement (the “Registration Rights
        Agreement”) to which this document is annexed.  A copy of the
        Registration Rights Agreement is available from the Company upon request
        at the
        address set forth below.  All capitalized terms not otherwise defined
        herein shall have the meanings ascribed thereto in the Registration Rights
        Agreement.

      


      Certain
        legal consequences arise from being named as a selling securityholder in
        the
        Registration Statement and the related prospectus.  Accordingly,
        holders and beneficial owners of Registrable Securities are advised to consult
        their own securities law counsel regarding the consequences of being named
        or
        not being named as a selling securityholder in the Registration Statement
        and
        the related prospectus.

       

      NOTICE

      


      The
        undersigned beneficial owner (the “Selling Securityholder”) of
        Registrable Securities hereby elects to include the Registrable Securities
        owned
        by it in the Registration Statement.


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      The
        undersigned hereby provides the following information to the Company and
        represents and warrants that such information is accurate:

       

      
        QUESTIONNAIRE

         

        
          
            
              
                	
                        1.

                      	
                        Name.

                      	 
	 	 	 
	
                         

                      	
                        (a)

                      	
                        Full
                          Legal Name of Selling Securityholder

                      
	 	
                         

                      	 
	 	 	 
	 	 	 
	 	
                        (b)

                      	
                        Full
                          Legal Name of Registered Holder (if not the same as (a)
                          above) through
                          which Registrable Securities are held:

                      
	 	 	 
	 	 	 
	 	 	 
	 	
                        (c)

                      	
                        Full
                          Legal Name of Natural Control Person (which means a natural
                          person who
                          directly or indirectly alone or with others has power to
                          vote or dispose
                          of the securities covered by the questionnaire):

                      
	 	 	 
	 	 	 


              

            

          

        

      

        

      
        
          	
                  2.  

                	
                  Address
                    for Notices to Selling
                    Securityholder:

                


        

         

        
          
            
              
                
                  
                    
                      
                        	 	 
	 	 
	 	 
	
                                Telephone:

                              	 
	
                                Fax:

                              	 
	
                                
                                  Contact Person:   

                                

                              	 


                      

                    

                  

                

              

            

          

        

      

       

      
        	
                3. 

              	
                 Broker-Dealer
                  Status:

              


      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                   

                                	
                                  (a)

                                	
                                  Are
                                    you a broker-dealer? 

                                	 
	 	
                                   

                                	 	 
	 	 	
                                  Yes   o

                                	
                                  No   o

                                	 
	 	 	 	 	 
	 	
                                  (b)

                                	
                                  If
                                    “yes” to Section 3(a), did you receive your Registrable
                                    Securities as
                                    compensation for investment banking services
                                    to the Company.  

                                
	 	 	 
	 	 	
                                  Yes   o

                                	
                                  No   o

                                	 
	 	 	 	 	 
	 	
                                  Note:

                                	
                                  If
                                    no, the Commission’s staff has indicated that you should be identified
                                    as
                                    an underwriter in the Registration Statement.  

                                


                        

                         

                        
                          
                            
                            

                          

                          
                            22

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 	
                                  (c)

                                	
                                  Are
                                    you an affiliate of a broker-dealer?  

                                
	
                                   

                                	
                                   

                                	
                                   

                                
	
                                   

                                	 
                                  	
                                  Yes   o

                                	
                                  No   o

                                	 
	 	 	 	 	 
	 	
                                  (d)

                                	
                                  If
                                    you are an affiliate of a broker-dealer, do you
                                    certify that you bought
                                    the Registrable Securities in the ordinary course
                                    of business, and at the
                                    time of the purchase of the Registrable Securities
                                    to be resold, you had
                                    no agreements or understandings, directly or
                                    indirectly, with any person
                                    to distribute the Registrable Securities?  

                                
	 	 	 
	 	 	
                                  Yes   o

                                	
                                  No   o

                                	 
	 	 	 	 	 
	 	
                                  Note:

                                	
                                  If
                                    no, the Commission’s staff has indicated that you should be identified
                                    as
                                    an underwriter in the Registration Statement.  

                                


                        

                      

                    

                  

                

              

            
 

        

      

      
        	
                4.

              	
                Beneficial
                  Ownership of Securities of the Company Owned by the Selling
                  Securityholder.

              


      

       

      Except
        as set forth below in this Item 4, the undersigned is not the beneficial
        or
        registered owner of any securities of the Company other than the securities
        issuable pursuant to the Purchase Agreement.

       

      
        
          
            	
                     

                  	
                    (a)

                  	
                    Type
                      and Amount of other securities beneficially owned by the Selling
                      Securityholder:

                  
	 	
                     

                  	 
	 	 	 
	 	 	 


          

        

      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      
        	
                5.

              	
                Relationships
                  with the Company:

              


      

       

      Except
        as set forth below, neither the undersigned nor any of its affiliates, officers,
        directors or principal equity holders (owners of 5% of more of the equity
        securities of the undersigned) has held any position or office or has had
        any
        other material relationship with the Company (or its predecessors or affiliates)
        during the past three years.

       

      
        
          
            
              
                
                  
                    	
                             

                          	
                            State
                              any exceptions here:

                          
	 	 
	 	 
	 	 


                  

                

              

            

          

        

      

       

      The
        undersigned agrees to promptly notify the Company of any inaccuracies or
        changes
        in the information provided herein that may occur subsequent to the date
        hereof
        at any time while the Registration Statement remains effective.

       

      By
        signing below, the undersigned consents to the disclosure of the information
        contained herein in its answers to Items 1 through 5 and the inclusion of
        such
        information in the Registration Statement and the related prospectus and any amendments or supplements
        thereto.  The undersigned understands that such information
        will be relied upon by the Company in connection with the preparation or
        amendment of the Registration Statement and the related prospectus.

       

      IN
        WITNESS WHEREOF the undersigned, by authority duly given, has caused this
        Notice
        and Questionnaire to be executed and delivered either in person or by its
        duly
        authorized agent.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Dated:

                                	 	 	
                                  
                                    Beneficial Owner:   
                                      

                                  

                                	 	 
	 	 	 	 	 	 	 
	 	 	 	
                                  By: 
                                    

                                	 	 	 
	 	 	 	 	
                                  Name:

                                	 	 
	 	 	 	 	
                                  Title:

                                	 	 


                        

                      

                    

                  

                

              

            

          

        

      

       

       

      PLEASE
        FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
        THE ORIGINAL BY OVERNIGHT MAIL, TO:

    

     

     

    24