ex10_5.htm


    
      

    


    Exhibit
      10.5

    


    FORM
      OF
      LOCK-UP AGREEMENT

    


    May __,
      2007

    


    Each
      Purchaser referenced below:

    


    
      	
               

            	
              Re:

            	
              Securities
                Purchase Agreement, dated as of May 24, 2007 (the “Purchase
                Agreement”), between Impart Media Group, Inc., a Nevada corporation
                (the “Company”) and the purchasers signatory thereto (each, a
                “Purchaser” and, collectively, the
                “Purchasers”)

            


    

    


    Ladies
      and Gentlemen:

    


    Defined
      terms not otherwise defined in this letter agreement (the “Letter
      Agreement”) shall have the meanings set forth in the Purchase
      Agreement.  Pursuant to Section 2.2(a)(vi) of the Purchase Agreement
      and in satisfaction of a condition of the Company’s obligations under the
      Purchase Agreement, the undersigned irrevocably agrees with the Company that,
      from the date hereof until 90 calendar days after the Effective Date (such
      period, the “Restriction Period”), the undersigned will not offer,
      sell,  contract to sell, hypothecate, pledge or otherwise dispose of
      (or enter into any transaction which is designed to, or might reasonably be
      expected to, result in the disposition (whether by actual disposition or
      effective economic disposition due to cash settlement or otherwise) by the
      undersigned or any Affiliate of the undersigned or any person in privity with
      the undersigned or any Affiliate of the undersigned), directly or indirectly,
      including the filing (or participation in the filing) of a registration
      statement with the Commission in respect of, or establish or increase a put
      equivalent position or liquidate or decrease a call equivalent position within
      the meaning of Section 16 of the Exchange Act with respect to, any shares of
      Common Stock or Common Stock Equivalents beneficially owned, held or hereafter
      acquired by the undersigned (the “Securities”).  Beneficial
      ownership shall be calculated in accordance with Section 13(d) of the Exchange
      Act.  In order to enforce this covenant, the Company shall impose
      irrevocable stop-transfer instructions preventing the Transfer Agent from
      effecting any actions in violation of this Letter Agreement.

    


    The
      undersigned acknowledges that the execution, delivery and performance of this
      Letter Agreement is a material inducement to each Purchaser to complete the
      transactions contemplated by the Purchase Agreement and that each Purchaser
      (which shall be a third party beneficiary of this Letter Agreement) and the
      Company shall be entitled to specific performance of the undersigned’s
      obligations hereunder.  The undersigned hereby represents that the
      undersigned has the power and authority to execute, deliver and perform this
      Letter Agreement, that the undersigned has received adequate consideration
      therefor and that the undersigned will indirectly benefit from the closing
      of
      the transactions contemplated by the Purchase Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Letter Agreement may not be amended or otherwise modified in any respect without
      the written consent of each of the Company, each Purchaser and the
      undersigned.  This Letter Agreement shall be construed and enforced in
      accordance with the laws of the State of New York without regard to the
      principles of conflict of laws. The undersigned hereby irrevocably submits
      to
      the exclusive jurisdiction of the United States District Court sitting in the
      Southern District of New York and the courts of the State of New York located
      in
      Manhattan, for the purposes of any suit, action or proceeding arising out of
      or
      relating to this Letter Agreement, and hereby waives, and agrees not to assert
      in any such suit, action or proceeding, any claim that (i) it is not personally
      subject to the jurisdiction of such court, (ii) the suit, action or proceeding
      is brought in an inconvenient forum, or (iii) the venue of the suit, action
      or
      proceeding is improper. The undersigned hereby irrevocably waives personal
      service of process and consents to process being served in any such suit, action
      or proceeding by receiving a copy thereof sent to the Company at the address
      in
      effect for notices to it under the Purchase Agreement and agrees that such
      service shall constitute good and sufficient service of process and notice
      thereof.  The undersigned hereby waives any right to a trial by
      jury.  Nothing contained herein shall be deemed to limit in any way
      any right to serve process in any manner permitted by law.  The
      undersigned agrees and understands that this Letter Agreement does not intend
      to
      create any relationship between the undersigned and each Purchaser and that
      each
      Purchaser is not entitled to cast any votes on the matters herein contemplated
      and that no issuance or sale of the Securities is created or intended by virtue
      of this Letter Agreement.

    


    This
      Letter Agreement shall be binding on successors and assigns of the undersigned
      with respect to the Securities and any such successor or assign shall enter
      into
      a similar agreement for the benefit of the Purchasers.

     

     

    ***
      SIGNATURE PAGE FOLLOWS***


    
      
        
        

      

      
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    This
      Letter Agreement may be executed in two or more counterparts, all of which
      when
      taken together may be considered one and the same agreement.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                 

                                              	 	 
	
                                                Signature

                                              	 	 
	 	 	 
	
                                                 

                                              	 	 
	
                                                Print
                                                  Name

                                              	 	 
	 	 	 
	
                                                 

                                              	 	 
	
                                                Position
                                                  in Company

                                              	 	 
	 	 	 
	 	 	 
	
                                                Address
                                                  for Notice:

                                              	 	 
	 	 	 
	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	 
	 	 	 	 
	
                                                Number
                                                  of shares of Common Stock 

                                              	 
	 	 	 
	
                                                 

                                              	 
	
                                                Number
                                                  of shares of Common Stock underlying
                                                  subject to warrants, options,
                                                  debentures or other convertible
                                                  securities 

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    By
      signing below, the Company agrees to enforce the restrictions on transfer set
      forth in this Letter Agreement.

    


    
      
        
          	
                  Impart
                    Media Group, Inc.

                
	 	 
	
                  By:

                	
                   

                	 
	
                  Name: 
                    

                	 
	
                  Title:

                	 


        

      

    

     

     

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