0001140361-06-001732 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 7th, 2006 • Impart Media Group Inc • Services-management services • New York

WHEREAS, pursuant to the terms of an Asset Purchase Agreement dated as of February 6, 2006 (the “Purchase Agreement”) between the Company and Marlin Capital Partners II, on the date hereof, the Company has agreed to issue to Marlin Capital Partners II such number of shares of common stock, $.001 par value, of the Company (the “Common Stock”) as determined pursuant to the Purchase Agreement; and

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 7th, 2006 • Impart Media Group Inc • Services-management services • New York

ASSET PURCHASE AGREEMENT dated February 6, 2006, between Impart Media Group, Inc. (formerly known as Limelight Media Group, Inc.), a Nevada corporation, with offices at 1300 North Northlake Way, Seattle, Washington 98103 (“Buyer”), and Marlin Capital Partners II, LLC, a Florida limited liability company, with offices at 2900 Gateway Drive, Pompano Beach, Florida 33069 (“Seller”).

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