0001140361-06-010873 Sample Contracts

AMENDMENT NO. 1 AND WAIVER TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 1st, 2006 • Impart Media Group Inc • Services-management services

This AMENDMENT NO. 1 AND WAIVER TO REGISTRATION RIGHTS AGREEMENT, dated as of January 27, 2006 (this “Amendment No. 1”), by and between IMPART MEDIA GROUP, INC. a Nevada corporation (the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus").

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AMENDMENT NO. 2 AND WAIVER TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 1st, 2006 • Impart Media Group Inc • Services-management services

This AMENDMENT NO. 2 AND WAIVER TO REGISTRATION RIGHTS AGREEMENT, dated as of January 27, 2006 (this “Amendment No. 2”), by and between IMPART MEDIA GROUP, INC. a Nevada corporation (the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus").

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • August 1st, 2006 • Impart Media Group Inc • Services-management services • Washington

This Common Stock Purchase Agreement (the "Agreement") is dated as of ___________ ___, 2006 by and among Impart Media Group, Inc., a corporation organized under the laws of the State of Nevada (the "Company") (OTCBB: "IMMG") and __________ (or its assigns). (the "Purchaser").

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