0001140361-06-003510 Sample Contracts

Contract
Warrant Agreement • March 7th, 2006 • Impart Media Group Inc • Services-management services • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 3, 2006 among IMPART MEDIA GROUP, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Series a Convertible Preferred Stock Purchase Agreement • March 7th, 2006 • Impart Media Group Inc • Services-management services • New York

This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of March 3, 2006 by and among Impart Media Group, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

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

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

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