Exhibit 10.4









     Exhibit
10.4 

                  

AGREEMENT:
CR#SM 266




AGREEMENT

 







AGREEMENT
made this 10 day of December by and between LIMELIGHT MEDIA GROUP, INC, a Nevada
corporation (hereinafter “SELLER”) and AMERICAN MARKETING COMPLEX, INC.
(hereinafter “AMC”)




IT IS
HEREBY AGREED AS FOLLOWS:






	 	
      1.
	
      TRANSFER
      OF ASSETS: PURCHASE PRICE










	 	
      1.1
	
      At
      the Closing referred to in Section 3.1, SELLER shall sell to AMC and AMC
      shall purchase, the inventory as listed on Exhibit A (hereinafter the
      “GOODS”).







	 	
      1.2
	
      As
      full consideration for the GOODS, AMC shall issue to SELLER CREDITS (
      hereinafter the “CREDITS”) in the aggregate amount of One Million Five
      Hundred Thousand Dollars ($1,500,000) to purchase merchandise and services
      to be selected by SELLER as provided in Section 4. (See Exhibit A for
      details)







	 	
      1.3
	
      All
      of the goods shall be sold packed in the master cartons as they would be
      in the normal course of Seller’s distribution. Product packaging shall be
      in the retail packaging if normally used for retail sales to consumers (
      containing all normal printed warranties and labels) except as may be
      disclosed by Seller prior to Closing.











	 	
      2.
	
      REPRESENTATIONS
      AND WARRANTIES










	 	
      2.1
	
      AMC
      represents and warrants that (i) it is a corporation duly organized,
      validly existing and in good standing under the laws of New York, (ii) it
      has full power and authority to enter into and perform this AGREEMENT in
      accordance with its terms; (iii) the execution, delivery and performance
      of this AGREEMENT by AMC have been duly authorized by all requisite
      corporate action of AMC, and (iv) this AGREEMENT is a valid and binding
      obligation of AMC, enforceable in accordance with its
    terms.







	 	
      2.2
	
      SELLER
      represents and warrants that (i) it is a corporation duly organized,
      validly existing and in good standing under the laws of NEVADA: (ii) it
      has full power and authority to enter into and perform this AGREEMENT in
      accordance with its terms; (iii) the execution, delivery and performance
      of this AGREEMENT by SELLER have been duly authorized by all requisite
      corporate actions of SELLER; (iv) this AGREEMENT is a valid and binding
      obligation of SELLER enforceable in accordance with its terms, and (v)
      SELLER has, and at the closing AMC will obtain, good and marketable title
      to all of the GOODS, free and clear of any claims, liens or encumbrances.
      SELLER agrees to indemnify AMC and to litigate all claims against AMC at
      SELLER’S expense which concern SELLER’S good and marketable title to all
      of the GOODS.







	 	
      2.3
	
      SELLER
      represents, warrants and agree that (i) no consent of any person or
      entity, including any lender, secured or unsecured, is required in order
      for SELLER to effectuate the transaction contemplated hereunder. SELLER
      agrees that AMC will no suffer any financial harm from SELLER’S failure to
      obtain any consent and further agrees to indemnify AMC, as well as
      litigate on behalf of AMC at SELLER’S expense to insure that AMC will not
      suffer any harm from the failure to obtain any consent. AMC shall have the
      right to sell the GOODS using the SELLER’S name or any other trade name
      attributed to the GOODS by SELLER in the same manner of any other trade
      name attributed to the GOODS by the SELLER will be done in connection with
      the registration symbol, LMMG, and will be used in a manner to protect the
      ownership rights to such name or trade name. AMC expressly disclaims any
      right, title or interest in any name, trade name or trademark owned by
      SELLER.





 




Page 1 of 8 initial
_________/____________

















 


	 	
      3.
	
      CLOSING








	 	
      3.1
	
      The
      CLOSING (the “CLOSING”) under the AGREEMENT shall be held in NEW YORK/
      TENNESSEE on Dec 10, 2004 or at such other place as the parties
      agree.





	 	
      3.2
	
      At
      the CLOSING, SELLER shall deliver to AMC a Bill of Sale conveying the
      GOODS in the form of Exhibit B, and AMC shall issue the credits to
      SELLER’S account with AMC.








	 	
      4.
	
      AVAILABILITY
      OF CREDITS








	 	
      4.1
	
      Not
      less frequently then every ninety (90) days, AMC shall deliver to SELLER
      written material describing the merchandise and services that can be
      purchased by SELLER for credits, or, for a combination of credits and
      cash. These descriptions may or may not be for the merchandise and
      services previously submitted to SELLER by AMC. Such merchandise and
      services shall include any merchandise and services which AMC makes
      available to any third party. In addition, if SELLER desires to purchase
      for credits, or, a combination of cash and credits, merchandise or
      services through AMC other than those described in the material, SELLER
      shall notify AMC and AMC shall then determine within a reasonable period
      of time whether the merchandise and services requested can be purchased
      for credits (or for a combination determined by AMC, of cash and credits)
      and shall notify SELLER.






	 	
      4.2
	
      AMC
      shall exercise its best efforts, and SELLER agrees to accept AMC’s best
      efforts, to offer merchandise and services which shall be competitive and
      prices quoted to SELLER in proposed arm’s length transactions with
      unrelated third parties for the same merchandise and services. Such
      merchandise and services shall be of comparable quality to those offered
      in the marketplace. Every request for AMC to provide merchandise and
      services shall be accompanied by written prices quoted to SELLER for
      similar merchandise and service at arm’s length transactions with
      unrelated third parties.







	 	
      4.3
	
      AMC
      agrees to use its best efforts, and SELLER agrees to accept AMC’S best
      efforts, to obtain merchandise or services which SELLER can purchase for
      credits, or, a combination of cash and credits. If AMC is able to obtain
      merchandise or services to submit to SELLER for its consideration, or, is
      able to obtain merchandise or services which SELLER may request, AMC will
      then advise SELLER of the cost at which AMC can obtain such merchandise or
      services, and if such cost is lower than SELLER would normally pay, AMC
      will acquire the merchandise or services for SELLER (with SELLER
      approval), upon prepayment by SELLER to AMC of AMC’S cost. However, AMC
      makes no representation as to the obtainability of any merchandise or
      services. The difference between AMC’S cost and the cost at which the
      merchandise or services are made available to SELLER shall be charged
      against SELLER’s credits.












 




Page 2 of 8 initial
_________/____________

















 



	 	
      4.4
	
      AMC
      shall deliver to SELLER quarterly statements indicating (i) the amount of
      each credit used by SELLER to purchase merchandise and services that
      quarter, and (ii) the aggregate amount of credits still available to
      SELLER as of the end of that
quarter.







	 	
      4.5
	
      Any
      credits not utilized on or before Dec 8, 2009 shall expire on that date,
      and AMC shall have no further obligation under this AGREEMENT; provided,
      however, that SELLERE may solely at its option extend this AGREEMENT
      CR#SM266 for one year ending Dec. 10, 2010.






	 	
      4.6
	
      The
      merchandise and services offered by AMC for credits (or for a combination
      of cash and credits) under this AGREEMENT are subject to prior sale/or
      withdrawal without
notification.







	 	
      4.7
	
      In
      the event AMC shall receive a request from SELLER to procure merchandise
      or services accompanied by the price at which SELLER can obtain such
      merchandise and services from its current unrelated third party vendor
      (the “BENCHMARK PRICE”) and AMC identifies an alternate vendor prepared to
      provide merchandise or services comparable to those requested at a cash
      savings to SELLER and SELLER as a result thereof thereafter negotiates a
      more favorable price with its current vendor (the “REDUCED PRICE”), then
      and in that event, the spread between the BENCHMARK PRICE and the REDUCED
      PRICE shall be deemed a partial fulfillment of AMC’S obligation to
      liquidate the credits established under the AGREEMENT. AMC’S obligation to
      liquidate such credits shall be reduced pro rata with any such
      savings.







	 	
      4.8
	
      SELLER
      and AMC acknowledge that meetings have transpired in an effort to outline
      the merchandise and services that may possibly be available to clients of
      AMC and other merchandise and service which SELLER may request AMC to
      provide quotations for in the future. SELLER and AMC have reviewed several
      examples of the cash/cash equivalent credit ratios that could be
      applicable to other transactions between AMC and other customers for
      merchandise and services similar to those which SELLER contemplates
      receiving from AMC as consideration for the GOODS sold to AMC hereunder.
      SELLER acknowledges that it has evaluated the advantages and risks of this
      undertaking and has consulted its own accountants, auditors, and legal
      advisors and confirms that it is satisfied that its expectations can be
      realized within the period set forth herein.













	 	
      5.
	
      ADDITIONAL
      AGREEMENTS OF THE PARTIES








	 	
      5.1
	
      The
      title to the GOODS shall vest in AMC upon the CLOSING, and all risk of
      loss passes upon the transfer of possession of the
  GOODS.








Page
3 of 8 initial _________/____________



















 


	 	
      6.
	
      MISCELLANEOUS








	 	
      6.1
	
      This
      AGREEMENT contains a complete statement of the total understanding and all
      the arrangements between the parties with respect to its subject matter
      and supercedes all previous agreements, written or oral, between these
      parties concerning the subject matter herein, and cannot be revised,
      modified, or terminated orally. Both parties to this AGREEMENT, SELLER and
      AMC agree that there are no representations , warranties, or agreements,
      written or oral, upon which they have relied, other than those set forth
      specifically in this AGREEMENT.





	 	
      6.2
	
      AMC’S
      obligations under this AGREEMENT may not be assigned except (i) with the
      prior written consent of SELLER or (ii) to a subsidiary or affiliate of
      AMC, provided, in either case, that AMC shall remain fully liable for the
      performance of all its obligations under this
agreement.





	 	
      6.3
	
      All
      or any portion of the credits may be assigned by SELLER only to a
      subsidiary, parent or controlled affiliate without the consent of AMC. If
      all or any portion of the credits are assigned under this Section 6.3 all
      references to SELLER shall, where appropriate, be deemed to refer to the
      assignee of the credits. No assignment of credits can be effected by
      SELLER, except as set forth in this Section 6.3 unless AMC shall have
      given its prior written consent which shall not be reasonably withheld. It
      is agreed if AMC shall withhold its written consent to a proposed transfer
      by reason of the transferee conducting a business in competition with AMC;
      such consent shall be deemed to be reasonably withheld.






	 	
      6.4
	
      If
      either party to this AGREEMENT shall consider the other in default of its
      obligations hereunder, such party shall not be entitled to pursue either
      rights or remedies provided under this AGREEMENT or by law unless and
      until (i) it shall have served a notice of default and demand for cure
      upon the defaulting party which shall describe the circumstances of the
      breach in detail, and (ii) the defaulting party shall have had a period of
      sixty (60) days from the date of its receipt of the aforesaid default
      notice to cure and correct the alleged default or compromise the dispute
      to the satisfaction of all parties.





	 	
      6.5
	
      All
      notices and other communications under this AGREEMENT shall be in writing
      and shall be considered given when delivered personally or mailed by
      registered mail, return receipt requested, to the parties at the following
      addresses (or at such other address as a party may designate by notice to
      the other):






	
      IF
      TO SELLER:
	
      Limelight
      Media Group, Inc

	 	
      8000
      Centerview Parkway, Suite 115

	 	
      Cordova,
      TN 38018

	 	
      901-757-0195

	
      IF
      TO AMC:
	
      American
      Marketing Complex

	 	
      330
      E. 33rd St. Suite 15-M

	 	
      NY,
      NY 10016

	 	
      917-750-2931

	
      WITH
      COPY TO:
	
      William
      Ruta, SR

	 	
      Ruffa
      and Ruffa

	 	
      150
      East 58th St.

	 	
      NY,
      NY 10022

	 	
      212-355-0606





 




Page 4 of 8 initial
_________/____________

















 


	 	
      6.6
	
      This
      AGREEMENT shall be governed by and construed in accordance with the laws
      of the State of New York applicable to agreements made and to be performed
      in New York.





	 	
      6.7
	
      This
      AGREEMENT may be executed in two or more counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one
      instrument.





	 	
      6.8
	
      Any
      dispute or controversy arising under or in connection with this AGREEMENT
      shall be settled only by arbitration to be held in the City of New York in
      accordance with the rules of the American Arbitration Association then in
      effect. Judgment may be entered on the arbitrator’s award in any court
      having jurisdiction, and the parties consent to the jurisdiction of the
      New York courts having jurisdiction, of the New York courts for this
      purpose. It is agreed between SELLER and AMC than any dispute or
      controversy arising under or in connection with this AGREEMENT shall be
      solely a corporate responsibility, and any monetary award that may be
      sought by either party to this AGREEMENT may not exceed twenty five
      percent (25%) of the net amount actually received (less any normal third
      party commissions) by AMC from the sale of the GOODS AMC has received from
      the seller. AMC will use its best efforts to keep complete records of the
      sale of GOODS transactions, including contracts for sale, bills of sale,
      receipts, correspondence, copies of checks,
etc.





	 	
      6.9
	
      Paragraph
      6.8 of this AGREEMENT CR#SM266 shall have no application regarding the
      SELLER’S obligation in Exhibit “A” hereto.





	 	
      6.10
	
      Neither
      party shall be deemed to be the preparer of this
  document.




 


	LIMELIGHT
      MEDIA GROUP, INC	AMERICAN
      MARKETING COMPLEX, INC.
	
      BY:___/s/
      David V. Lott________
	
      BY:___/s/
      Norman King___________

	
      President
	
      TITLE:
      __Chairman - CEO__________




 





Page5 of
8 initial _________/____________























AGREEMENT CR#SM266

Date: 10 Dec 2004







EXHIBIT
“A”







AMERICAN
MARKETING COMPLEX, INC.




AND





LIMELIGHT
MEDIA GROUP, INC.







INVENTORY
LIST







Six
Thousand (6,000) advertising exposures (spots) each fifteen seconds (15 seconds)
in length showing on the Limelight Media Group Network of Grocery Stores. Each
spot or exposure will play no less than once every 10 minutes in each grocery
store for one month . 




Rate Card
is $250.00 per single spot.


 




____/s/
David V. Lott___

David V.
Lott

President

Limelight
Media Group, Inc.







TOTAL:
$1,500,000.00










 




* The
purchase price of the Products is set forth in Paragraph 1 and the amount of
credit set forth in paragraph 1.2 will be appropriately adjusted for any
increase or decrease in the quantity of the product delivered hereunder based
upon the trade values set forth above.











Page
6 of 8 initial _________/____________























AGREEMENT CR#SM266

Date: 10 Dec 2004







EXHIBIT
“B”







  BILL
OF SALE




For good
and valuable consideration, receipt of which is hereby acknowledged, and subject
to the Agreement executed by the parties on10 Dec 2004, Agreement CR#SM266 (i)
Limelight Media Group, Inc. a Nevada Corporation (hereinafter “ Seller”) sells,
transfers and conveys to American Marketing Complex, Inc. (hereinafter “AMC”)
all rights, title and interest, free and clear and unencumbered in and to those
items described on Exhibit A attached hereto and by this reference made a part
hereof (the “GOODS”); (ii) Seller warrants and represents to AMC that Seller has
owner of the goods transferred hereby and that Seller has good and marketable
title thereto free and clear of all liens, encumbrances, creditor’s right,
consignments, agreements and trust agreement; that Seller has full right, power
and authority to convey the goods and that Sellere will indemnifyAMC for any and
all actual damages including reasonable attorney’s fees incurred by AMC as a
result of Seller’s failure to transfer possession and unencumbered title to the
goods to AMC.




It is
also agreed that Seller shall have the use of the cash equivalent credits as
described in Paragraph 4 of this Agreement CR#SM266 only upon the completion of
the sale of the 6000 spots to third party advertisers and has received payment
for these spots.




AMC will
only use what it considers to be its best efforts to attempt to sell these spots
and makes no representation or guarantees that it will be able to do so. In the
event of a sale and only upon receipt of payment, AMC will remit seventy five
(75%) of that payment to Seller.


 







__/s/
David V. Lott______________________

David V.
Lott

President

Limelight
Media Group, Inc.

 





Page 7 of 8 initial
_________/____________