CONFIDENTIAL


                                  EXHIBIT 10.14

                   CHAMP CAR:  CHAMP CAR WORLD SERIES
                     ADDRESS:  5350 West Lakeview Parkway South Drive
                CONTACT NAME:  Tom Moser
                       PHONE:  317-715-4100
                         FAX:  317-715-4110
                       EMAIL:  tmoser@cart.com
                   TERRITORY:  United States


                                RESALE AGREEMENT


This Resale Agreement ("Agreement") is made and entered into as of the date of
the first signature affixed hereto (the "Effective Date") by and between
Limelight Media Group, Inc., a Nevada corporation, with offices at 8000
Centerview Parkway, Suite 115, Cordova, Tennessee 38018 ("Limelight Media
Group"), and the entity identified in the table above ("Champ Car").

RECITALS

WHEREAS, Limelight Media Group, Inc. develops, installs, produces and maintains
captive audience networks including the integration of necessary technical
components involving the manufacture, production, and/or supply of display
screens, location servers, LAN equipment whether wireless or terrestrial,
computer monitors, related peripherals and other ancillary products hereinafter
"Peripherals"); and

WHEREAS, Limelight Media Group, Inc. is specifically installing a series of
Themed Soft Zones with Embedded Captive Audience Network Components including
Wi-Fi and Interactive Components in malls across North America; and

WHEREAS, Champ Car grants to Limelight Media Group a License (Addendum H) to use
the images, logo and name of Champ Car and its sponsors only in the development
and promotion of the Champ Car Themed Soft Zones; and

WHEREAS, the Champ Car Themed Soft Zones provide media space which may be sold
to third parties; and


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WHEREAS, Champ Car desires to sell Title Sponsorship, on behalf of Limelight
Media Group, that is displayed on the Champ Car Themed Soft Zones to third
parties and end users under the terms and conditions set forth in this
Agreement.


AGREEMENT

In consideration of the foregoing and the mutual covenants and conditions herein
contained, the parties hereto agree as follows:

1.    Rights and Obligations of Champ Car

      1.1   Limelight Media Group hereby authorizes Champ Car to market and
            promote sales of those certain Limelight Media Group Captive
            Audience Network Products and Services in the territory (the
            "Territory") set forth in the table beginning this agreement. Champ
            Car may sell anywhere within the Territory, and is granted the
            exclusive right to sell Title Sponsor Positions ("Products") on
            Champ Car Themed Soft Zones as laid out in Addendum A. Should Champ
            Car be unable to sell all Title Sponsor Positions for any Champ Car
            Themed Soft Zone, Limelight Media Group shall be entitled to sell
            such Products to a sponsor of their choosing, with Champ Car's
            approval, which will not be unreasonably withheld. Limelight Media
            shall be provided a 60 day advance notice of any Positions not sold
            at any location on any given month.

      1.2   Champ Car hereby accepts this appointment by Limelight Media Group
            as exclusive Reseller of the Products in the Territory under the
            terms of this Agreement and agrees to abide by the provisions of the
            Agreement and to all sales, service, advertising and promotional
            policies of Limelight Media Group. Champ Car acknowledges,
            understands and agrees that Limelight Media Group reserves the right
            to require Champ Car to strictly comply with the terms of this
            Agreement and this provision in particular and that in order to
            ensure strict compliance, Limelight Media Group may elect from any
            of all of the following remedies: (a) suspension of Product
            availability by Champ Car or (b) termination of this Agreement.

      1.3   Limelight Media Group agrees that all media displayed within the
            Champ Car Themed Soft Zones must be approved by Champ Car, and Champ
            Car will not unreasonably withhold such approval.

      1.4   Limelight Media Group grants Champ Car, at Champ Car's expense, the
            right to examine or have its auditors examine the work papers,
            schedule, and other documents prepared by Limelight Media Group in
            connection with this Agreement on an annual basis. If Champ Car
            objects to the accounting, the parties shall consult with each other
            with respect to the accounting. If the parties are unable to reach
            an agreement within thirty (30) days of the objection, any
            unresolved items are to be promptly referred to an independent
            accounting firm designated by the parties. The resolution of the
            dispute by the independent accounting firm shall be final and
            binding on the parties. The fees and expenses of the independent
            accounting firm shall be borne by Champ Car unless the audit reveals
            an underpayment by ten (10%) percent or more, in which case
            Limelight Media Group shall bear the burden of all independent
            accounting fees and expenses.

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      1.5   Champ Car reserves the right, on behalf of its promoters, to display
            and distribute promotional materials at Champ Car Themed Soft Zones
            for events to be held within the relevant market. Such reservation
            shall also include at least (2), thirty (30) second spots of media
            space per Champ Car Themed Soft Zone per hour.

2.    Rights and Obligations of Limelight Media Group

      2.1   Limelight Media Group agrees to bear all of the costs associated
            with the construction, development and upkeep of all Champ Car
            Themed Soft Zones and related Peripherals. This is to include, but
            is not limited to, changes or additions made to Champ Car Themed
            Soft Zones due to the modification, addition or removal of Title
            Sponsors.

      2.2   Limelight Media Group agrees to display all Champ Car races live on
            Champ Car Themed Soft Zones so long as it is within Limelight Media
            Group's technical capacity and a suitable feed is provided by Champ
            Car.

      2.3   Limelight Media Group agrees to provide Champ Car on an annual basis
            with any consumer data, including traffic counts, which is generated
            from Champ Car Themed Soft Zones.

      2.4   Limelight Media Group warrants and ensures that no agreement between
            Limelight Media Group, or any parent or subsidiary, and any
            competing motorsport entity will be entered into during the term of
            this agreement or within one (1) year of the termination of this
            agreement. This paragraph shall survive termination of this
            agreement.

      2.5   Limelight Media Group agrees to maintain the Champ Car Themed Soft
            Zones in a manner which shall meet or exceed any standards of
            presentation and organization set forth by Champ Car from time to
            time. Under no circumstances shall a Champ Car Themed Soft Zone be
            placed in a smoking area. In the event Limelight Media Group fails
            to comply with such reasonable upkeep and maintenance of its
            facilities which are the subject of this agreement, Champ Car may
            give twenty (20) days written notice of its intent to terminate this
            agreement, and Limelight Media Group shall have such period to cure
            any default or this agreement shall be terminated.

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      2.6   Limelight Media Group warrants and ensures that no agreement between
            Limelight Media Group, or any parent or subsidiary, and any
            competing motorsport entity will be entered into during the term of
            this agreement or within one (1) year of the termination of this
            agreement. This paragraph shall survive termination of this
            agreement.

      2.7   Upon the termination of this agreement for any reason, Limelight
            Media Group shall cease and desist any and all use of the names,
            logos or trademarks of Champ Car or any colorable imitation,
            variation or adaptation thereof.

      2.8   Limelight Media Group agrees to maintain the Champ Car Themed Soft
            Zones in a manner which shall meet or exceed any standards of
            presentation and organization set forth by Champ Car from time to
            time. Under no circumstances shall a Champ Car Themed Soft Zone be
            placed in a smoking area. In the event Limelight Media Group fails
            to comply with such reasonable upkeep and maintenance of its
            facilities which are the subject of this agreement, Champ Car may
            give twenty (20) days written notice of its intent to terminate this
            agreement, and Limelight Media Group shall have such period to cure
            any default or this agreement shall be terminated.

      2.9   Upon the termination of this agreement for any reason, Limelight
            Media Group shall cease and desist any and all use of the names,
            logos or trademarks of Champ Car or any colorable imitation,
            variation or adaptation thereof.

3.    Term of Agreement

      The term of this Agreement shall commence on the Effective Date and
      shall continue for a period of thirty-six (36) months (the "Initial
      Term"). This agreement will automatically renew for additional one year
      terms if written notice is not provided by either party to the other
      party 30 days prior to the expiration of this agreement.

4.    Products: Subject to Modification

      Limelight Media Group reserves the right to modify, add or delete
      products from the list of Products (Addendum "A") at any time upon
      written notice to Champ Car, so long as said modifications, additions,
      or deletions do not materially alter the reasonable expectations of
      Champ Car. Champ Car will have no claim against Limelight Media Group
      for failure to furnish Products of the models, designs or types
      previously supplied.


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5.    Prices

      5.1   Prices may be revised at any time upon written notice to Champ Car.

      5.2   In the event of a price increase, the higher price will apply when
            Champ Car is given written notice of the price increase, with the
            exception of existing executed contracts and orders. .

      5.3   In the event of a price reduction, Champ Car and/ or its clients
            will be given written notice of the price reduction and shall be
            credited for the difference between the prices paid by Champ Car
            and/or its clients for services or products not being fulfilled in
            the affected fiscal quarter. Champ Car will generate a report on the
            effective date of the price reduction indicating the Products in
            Champ Car's inventory that are affected by the price reduction.
            Limelight Media Group reserves the right to deny granting price
            protection credit if Champ Car does not submit this report to
            Limelight Media Group within thirty (30) days after the effective
            date of the price decrease. Orders that are not identified in the
            report will not be credited at the new price.

6.    Orders

      6.1   Title Sponsor Positions obtained by Champ Car may be placed by
            facsimile or mail, and must be on an approved booking contract
            (Addendum F) which contains the following information:

            6.1.1    Identification of the Products by the quantity, and
                     description;

            6.1.2    The Product prices; and

            6.1.3    Placement instructions including the location,
                     timing, other unique conditions are required. Only
                     the terms and conditions of this Agreement will
                     apply, regardless of the terms and conditions
                     contained in any order.

      6.2   No order will be effective unless and until it is accepted by
            Limelight Media Group. Acceptance of the order will be confirmed in
            writing to both Champ Car and Title Sponsor Position purchasers.
            Limelight Media Group may refuse to accept any order, cancel any
            accepted order, or delay placement of any Product if Champ Car fails
            to meet any credit, financial or other obligations under the
            Agreement. Refusal to accept any order, cancellation of an order, or
            delay of placement of a Product shall not be construed as a
            termination or breach of this Agreement by Limelight Media Group and
            shall in no event cause any liability to Limelight Media Group with
            the exception of placement of Title Sponsors media in the Champ Car
            Themed Soft Zones under Champ Car license.

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      6.3   Champ Car may change or cancel an order provided Champ Car gives
            Limelight Media Group written notice at least five (5) business days
            prior to the next schedule placement date under such order.

      6.4   If Agreements with five (5) Title Sponsors have not been entered
            into within 60 days after deployment at a specific mall location,
            the Champ Car Themed Soft Zone may be removed and any consideration
            given, less reasonable expenses, shall be returned to the existing
            Title Sponsors.

7.    Placement of Products

      7.1   Placement of products shall occur at Limelight Media Group's central
            offices after the submission of stock material in the quality and
            format required by Limelight Media Group according to the Product
            List specifications.

      7.2   If any conditions arise which prevent compliance with placement
            schedules, Limelight Media Group will be liable for any delay in
            delivery only to the extent of like kind exchange or refund of
            payments at Limelight Media Group's sole discretion. Limelight Media
            Group will use all reasonable efforts to notify Champ Car of any
            anticipated delay in placement. Limelight Media Group shall in no
            event be liable for any damages, whether direct, collateral,
            incidental, or consequential, of any kind, suffered by Champ Car as
            a result of Limelight Media Group's failure to place on a timely
            basis.

8.    Product Discontinuance

      Within thirty (30) days prior to the date of Product discontinuance,
      Limelight Media Group shall notify Champ Car in writing and will refund
      for credit at the originally sold price, any unused Product placements
      that will not be placed due to the discontinuance of the Product.

9.    Payment Terms

      The parties which purchase the Products from Champ Car, as reseller for
      Limelight Media Group, shall pay as stated on invoices. The Party
      executing the Placement Order shall be the responsible party to the
      terms of the Placement Order. Under no circumstances shall Champ Car be
      liable for any payment to Limelight Media Group with the exception of
      any funds received by Champ Car from the Sponsors for the purchase of
      Products.

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10.   Warranty

      10.1  Limelight Media Group provides an End-user warranty (Addendum "B")
            for the Products.

      10.2  Champ Car acknowledges and agrees that no agent or representative of
            Limelight Media Group has made any warranty, promise or guarantee
            regarding the Product nor its suitability for any particular use
            except as expressly set forth in this Section. Limelight Media
            Group's warranty shall not be enlarged, diminished, or affected by,
            and no obligation or liability shall arise or grow out of, Limelight
            Media Group's rendering of technical advice or service in connection
            with any of the Product(s) furnished hereunder.

      10.3  Limelight Media Group makes no representation or warranty whatsoever
            to Champ Car with respect to the performance, appropriate use,
            safety or other characteristics of the Products except expressly
            provided herein.

11.   Limitation of Liability

      THE FOREGOING EXPRESS WRITTEN WARRANTIES AND REMEDIES ARE EXCLUSIVE AND
      ARE IN LIEU OF ANY OTHER WARRANTIES OR REMEDIES, EXPRESS, IMPLIED OR
      STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
      FITNESS FOR A PARTICULAR PURPOSE. LIMELIGHT MEDIA GROUP SHALL IN NO
      EVENT BE LIABLE TO CHAMP CAR OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL,
      INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF
      PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF BUSINESS INVESTMENT,
      LOSS OF GOOD WILL, AND/OR INTERFERENCE WITH BUSINESS RELATIONSHIPS,
      EVEN OF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIMELIGHT MEDIA
      GROUP SHALL NOT BE LIABLE BECAUSE THE PRODUCTS OR ANY DEFECT THEREIN
      CAUSED ANY DAMAGE TO OR FAILURE OF OTHER EQUIPMENT TO WHICH THE
      PRODUCTS ARE CONNECTED. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT
      APPLY TO THE EXTENT THAT IT IS ILLEGAL OR UNENFORCABLE UNDER APPLICABLE
      LAW.

12.   Indemnification

      Each party agrees to indemnify and hold the other harmless from any
      damages, judgments or settlements (including cost and reasonable
      attorneys' fees) caused in whole or in part by the party's own negligence,
      omissions or other acts.

13.   Termination

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      13.1  Either party may terminate this Agreement only with cause upon
            ninety (90) days prior written notice to the non-terminating party.
            Limelight Media Group or Champ Car may immediately terminate this
            Agreement without liability in the event that either party is in
            default of any obligation, duty or responsibility under this
            Agreement, or in the event of any of the following:

            13.1.1  A receiver is appointed for Limelight Media Group, Champ Car
                    or their property;

            13.1.2  Limelight Media Group or Champ Car becomes insolvent or
                    unable to pay its debts or makes an assignment for the
                    benefit of its creditors;

            13.1.3  Any proceedings are commenced by or for and/or against
                    Limelight Media Group or Champ Car under any bankruptcy,
                    insolvency or debtors relief law; or

            13.1.4  Limelight Media Group or Champ Car is liquidated or
                    dissolved.

      13.2  Limelight Media Group and Champ Car agree to notify each other
            within twenty-four (24) hours of any change in ownership and nature
            of the change, including the name of the new owner. If there is any
            such change in ownership, that materially alters this agreement,
            Limelight Media Group or Champ Car may terminate this Agreement.

      13.3  Champ Car and Limelight Media Group acknowledge that, upon
            termination of this Agreement, neither party will have any
            continuing rights in or to the relationship between Limelight Media
            Group and Champ Car which is the subject of this Agreement, nor will
            they have any right to any compensation of any kind from the other
            party arising out of or by reason of any such termination (whether
            or not such termination be effected for cause and regardless of
            which party initiates the termination).

14.   Assignment

      Neither Limelight Media Group or Champ Car may assign any rights under
      this Agreement without prior written consent of the other party. Such
      consent shall not be unreasonably withheld.

15.   Relationship of the Parties

      The parties hereto are independent contractors and nothing contained in
      this Agreement shall be deemed or construed to create the relationship
      of partnership or joint venture or principal and agent or of any
      association or relationship between the parties other than that of
      buyer and seller. Champ Car acknowledges that it does not have, and
      Champ Car shall not make any representation to any third party either
      directly or indirectly indicating that Champ Car has, in any way,
      authority to act for or on behalf of Limelight Media Group or to
      obligate Limelight Media Group in any way whatsoever, other than as
      stated herein.

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16.   Non-Waiver

      Failure on the part of either party to complain of any action or
      non-action, breach or default on the part of the other party, no matter
      how long the same may continue, shall never be deemed to be a waiver of
      any rights or remedies hereunder, at law or in equity. Further, it is
      agreed that a waiver at any time of any provision hereof shall not be
      construed as a wavier at a subsequent time of the same or any other
      provision.

17.   Notices

      Any notice required or permitted hereunder shall be given in writing
      and shall be deemed effectively given on the date the notice is faxed,
      upon personal delivery, or five (5) days after deposit in the United
      States mail, by registered or certified mail, postage prepaid, duly
      addressed to Limelight Media Group at the address indicated below and
      to Champ Car at the address identified in the table at the top of the
      first page of this Agreement, or at such other address as such party
      may designate by ten (10) days advance written notice to the other
      party. Written notices delivered by any other method shall be deemed
      effectively given on the date of actual receipt by the other party.

      Company:          Limelight Media Group, Inc.
      Address:          8000 Centerview Parkway, Suite 115
                        Cordova, TN 38018
      Telephone:        (901) 757-0195
      Fax:              (901) 757-1497
      Contact:          General Counsel

18.   Compliance with Laws

      Limelight Media Group and Champ Car shall comply with applicable laws,
      rules, regulations, and executive orders of all governmental
      authorities as they are presently in effect and as they may be revised
      and/or supplemented from time to time. Champ Car will be responsible
      for obtaining all permits, licenses, or certificates required by any
      regulatory body for resale of the Products.

19.   Applicable Law

      This Agreement shall be governed by and construed in accordance with
      the laws of the State of Tennessee, exclusive of choice of law rules.
      Both parties agree to submit exclusively to the personal jurisdiction
      of the applicable Federal or State court in Shelby County, Tennessee.

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20.   Severability

      Any provisions in this Agreement which are found to be prohibited by
      law or otherwise held invalid shall be ineffective to the extent of
      such prohibition without invalidating the remaining provisions.

21.   Attorney Fees

      In the event of any litigation between the partied hereto arising out
      of obligations of the parties under this Agreement, or concerning the
      meaning or interpretation of any provision contained herein, the losing
      party shall pay the prevailing party's cost and expenses in such
      litigation, including, without limitation, court costs, reasonable
      attorneys' fees and disbursements. Any such attorneys' fees and other
      expenses incurred by either party in enforcing a judgment, and such
      attorneys' fees obligation is intended to be severable from the other
      provisions of this Agreement and to survive and not to be merged into
      any such judgment.

22.   Counterparts / Duplicate Originals

      This Agreement may be executed in any number of counterparts or
      duplicate originals, all of which shall be considered one and the same
      agreement.

23.   Force Majeure

      If the performance by either party of their respective obligations or
      undertaking of this Agreement is interrupted or delayed by any
      occurrence not occasioned by the conduct of either party to this
      Agreement, whether that occurrence is caused by war, riot,
      insurrection, national emergency, strike, embargo, storm, earthquake,
      or other natural forces, or by the acts of anyone not a party to this
      Agreement, or by the inability to secure materials or transportation,
      then the party so affected shall be excused from any further
      performance for whatever period of time after the occurrence as may
      reasonably be necessary to remedy the effects of that occurrence.

24.   Entire Agreement

      This Agreement, constitutes the entire agreement between the parties
      pertaining to the subject matter hereof, and fully supersedes any and
      all prior or contemporaneous written or oral communications or
      agreements between the parties hereto respecting the subject matter
      hereof. In addition, no amendment or modification to this Agreement
      shall be valid unless set forth in writing and signed by each of the
      parties.

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25.   Insurance

      Licensee shall acquire and maintain at its sole cost and expense
      throughout the term of this Agreement, insurance from a nationally
      recognized insurance company. The insurance coverage shall provide
      protection of not less than two million dollars ($2,000,000.00)
      combined single limit for Licensor and the Rights Holder and their
      respective divisions and subsidiaries, their respective officers,
      agents, and employees as additional insureds against any and all
      claims, demands, causes of action or damages, including reasonable
      attorney's fees, arising out of any use of the Licensed Products, any
      defects in the Licensed Products, or any damage caused there from. Such
      insurance policy shall provide that it may not be cancelled or amended
      in any manner which restricts the existing coverage without at least
      thirty (30) days prior written notice to Licensor. Within thirty (30)
      days after the date of this Agreement and, thereafter, at least thirty
      (30) days prior to the expiration of coverage as evidenced by the
      Certificate of Insurance, Licensee shall furnish Licensor a Certificate
      of Insurance evidencing the foregoing coverage and including a specimen
      copy of the additional insured endorsement.

26.   Confidentiality

      At all times, the terms and conditions of this Agreement are
      confidential to Champ Car, Limelight Media Group, their parent
      companies and their respective subsidiaries, and shall not be disclosed
      to any other entity or individual without the other party's prior
      written consent. Notwithstanding the foregoing, disclosure may be made
      if necessary to enforce a party's rights under this Agreement, or if
      required by any securities or other law or regulations or by a
      governmental agency, in which case any and all documents, information,
      or materials disclosed shall be marked "confidential" and such party
      shall seek confidential treatment of such information.

27.   Incorporation of Addendum G

      Limelight Media Group agrees to follow through with all obligations to
      Mi-Jack Conquest Racing as outlined in Limelight Media Group's
      Sponsorship Agreement with Mi-Jack Conquest Racing dated ______
      (Addendum G). A material breach, which shall include but is not limited
      to, failure to pay or late payment, of Addendum G by Limelight Media
      Group constitutes a material breach of this agreement and is grounds
      for Champ Car to terminate this agreement upon notice at its sole
      discretion. Limelight Media Group agrees that the limited incorporation
      of Limelight Media Group's agreement with Mi-Jack Conquest Racing into
      this agreement shall not create any additional obligations or
      liabilities for Champ Car.

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28.   Addenda

         The attached Addenda are contained within this agreement:

         A.  Product List including Pricing and Specifications
         B.  Warranty
         C.  Themed Soft Zone Distribution and Area Demographics
         D.  Technology Protection
         E.  Engineering Protection
         F.  Booking Form
         G.  Agreement between Limelight Media Group and Mi-Jack Conquest Racing
         H.  License Grant
         I.  Champ Car Marks

                  IN WITNESS WHEREOF, an authorized representative of each party
                  hereto has executed this Agreement as of the date first above
                  written.

                  LIMELIGHT MEDIA GROUP, INC.

                  --------------------------------------------------------------
                  Signature


                  --------------------------------------------------------------
                  Printed Name


                  --------------------------------------------------------------
                  Title


                  --------------------------------------------------------------
                  Date


                  CHAMP CAR


                  --------------------------------------------------------------
                  Signature


                  --------------------------------------------------------------
                  Printed Name


                  --------------------------------------------------------------
                  Title


                  --------------------------------------------------------------
                  Date


                                    Page 12
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                                   ADDENDUM A
                                  PRODUCT LIST

This Addendum A is incorporated in the Resale Agreement between Limelight Media
Group, Inc and Champ Car World Series dated May 24, 2004. This Product List is
not to be considered complete and may be changed from time to time with
appropriate notice as defined in the Reseller Agreement.

PRODUCT:

      1.    TITLE SPONSOR POSITION ON CHAMP CAR THEMED SOFT ZONE FOR FY04

            a. Champ Car will make its best effort to provide, but will be under
               no obligation to provide, 5 Title Sponsors per Champ Car Themed
               Soft Zone at the rate of $10,000 per month, per sponsor. Champ
               Car warrants that such best efforts shall include at least the
               encouragement of Champ Car and the formal presentation of a
               Booking Form to corporate partners.

            b. Each Title Sponsor shall receive:

               i.  Placard or other advertising Placement requisite a Title
                   Sponsor on the Champ Car Themed Soft Zone

               ii. 60 seconds of programming for Sponsor or Champ Car per 30
                   minutes of air time on network at the Themed Soft Zone

               iii. Promotional link and programming on Interactive Program at
                   no additional charge

               iv. 30 second of Logo overlay on Secondary Programming showing
                   logo and "This moment brought to you by..."

            c. Title Sponsors will pay 3 months in advance no later than 10 days
               prior to the beginning of a fiscal quarter. Any partial quarter
               shall be paid no later than 10 days in advance of the first of
               the month that the Champ Car Themed Soft Zone becomes active. For
               example, the Denver location shall become active on August 1,
               2004. Sponsors shall pay for the balance of the third quarter
               being August and September no later than July 20, 2004.

            d. Champ Car may surcharge Title Sponsors

            e. Video Media is to be provided to Limelight Media Group no later
               than 3 days prior to showing and may be changed at any time with
               new media being provided a minimum of 3 days in advance. Video is
               to be provided in original format on Beta SP Tape preferably in
               16:9 format. High Definition Video is acceptable.

            f. Programming will be aired on the network a minimum of 12 hours
               per day, 7 days per week or all hours the mall is open to the
               public for a minimum of 720 times per month (based on 30 day
               month).

            g. Promotional Link on Interactive system will be designed by
               Limelight Media according to standards of Sponsor. Sponsor will
               provide necessary licenses and material for link to be designed
               30 days in advance of release. Sponsor must approve Link design
               in writing prior to release.

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      2.    ADVERTISING SPONSOR POSITIONS ON CHAMP CAR THEMES SOFT ZONE FOR FY04

            a. Champ Car will provide warm introduction to corporate sponsors
               for Limelight Media Group to market sixteen 30 second advertising
               spots on the programming to be aired on the Champ Car Themed Soft
               Zone.
            b. All such sponsors are subject to the approval of Champ Car. Such
               approval will not be unduly withheld.
            c. Champ Car shall be under no obligation to sell or market
               advertising spots on Champ Car Themed Soft Zones.
            d. The target price for marketing the advertising spots shall be no
               less than $6000 per month per mall.
            e. Advertisers shall have their 30 second spot aired once every 30
               minutes the program at the Champ Car Themed Soft Zone is
               operating for a minimum of 720 times per month.
            f. Advertisers may elect to split their advertisement into two 15
               second ad spots for the same price of a single 30 second ad spot.
            g. The Advertisement Content must be presented to Limelight Media at
               Advertisers expense no later than 30 days prior to release.
            h. Advertisers may purchase spots for less than three months but
               will be subject to a 25% premium. Advertisers desiring only
               November and December will be subject to a 40% surcharge.
               Advertisers may change their marketing message at any time during
               the month on a three day notice and submission of the new message
               to Limelight Media Group at their own expense.
            i. Advertising content must be presented to Limelight Media Group in
               original format on Beta SP tape preferably in 16:9 format. High
               Definition is acceptable.
            j. Payment must be received for advertisement 15 days in advance of
               release.
            k. Advertisers purchasing for more than 3 months will be billed
               quarterly for the media space and payment must be received in
               advance of release.
            l. Advertisers may purchase a Promotional Link on the Interactive
               Screen. Advertisers will need to provide all source material for
               the development of the Promotional link and pay $1200 for the
               development of the link plus $.25 per click thru on the link.
               Click thru fees will be billed monthly with terms of 10 days net.
               Click thru fees not paid by the next billing cycle will cause the
               Promotional Link to be removed from the Interactive Screen.

3.    ADVERTISING LINK POSITIONS ON FRONT PAGE OF WI-FI INTRODUCTION PAGE.

      TBD - Each Champ Car Themed Soft Zone may be Wi-Fi enabled. A patron
      signing on the network thru the Wi-Fi will be presented an introductory
      page. Advertising spots will be displayed on the page in the lower and
      left margin. Advertisers will be charged for link setup and click thru
      fees on a yet to be determined basis. Champ Car will not be obligated
      to sell or market Advertising Link Positions, but will be advised of
      the terms of this program as it is developed.

                                    Page 14
<PAGE>

         All Content Providers shall be furnished an electronically produced
         print-out within 10 days of the conclusion of each monthly cycle
         detailing the locations and number of times the content has been
         displayed. This will be the audit documentation required for proof of
         delivery of placement orders.


                                    Page 15
<PAGE>

                                   ADDENDUM B
                                    WARRANTY

         This Addendum B is incorporated in the Resale Agreement between
         Limelight Media Group, Inc and Champ Car World Series dated May 24,
         2004.

         Limelight Media Group warrants to the Sponsors of Champ Car Themed Soft
         Zone, advertisers and content providers that the content will be aired
         at the time and location as designated on placement orders. Limelight
         Media Group reserves the right to withhold the release of the content
         if there is any outstanding invoice due to Limelight Media Group by the
         Sponsor or Advertiser.

         If a technical problem occurs that prevents the airing of the Sponsor,
         Advertising or Program Content, Limelight Media Group warrants that the
         technical problem will be corrected within 24 hours of awareness of the
         problem. Limelight Media Group will maintain a technical help desk that
         will continually monitor the technical functioning capacities of the
         Champ Car Themed Soft Zone.

         If a problem cannot be corrected within 24 hours, Limelight Media Group
         will issue a refund of received payments or credit against outstanding
         invoices a prorated amount as calculated as 1/30 of the invoice amount
         of the placement order for each 24 hours the system is non-functional
         or portion thereof as of the moment the automatic alert notice is made
         on the system servers that a system is non-functioning.

         THE FOREGOING EXPRESS WRITTEN WARRANTIES AND REMEDIES ARE EXCLUSIVE AND
         ARE IN LIEU OF ANY OTHER WARRANTIES OR REMEDIES, EXPRESS, IMPLIED OR
         STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
         FITNESS FOR A PARTICULAR PURPOSE. LIMELIGHT MEDIA GROUP SHALL IN NO
         EVENT BE LIABLE TO CHAMP CAR OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL,
         INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF
         PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF BUSINESS INVESTMENT,
         LOSS OF GOOD WILL, AND/OR INTERFERENCE WITH BUSINESS RELATIONSHIPS,
         EVEN OF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIMELIGHT MEDIA
         GROUP SHALL NOT BE LIABLE BECAUSE THE PRODUCTS OR ANY DEFECT THEREIN
         CAUSED ANY DAMAGE TO OR FAILURE OF OTHER EQUIPMENT TO WHICH THE
         PRODUCTS ARE CONNECTED. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT
         APPLY TO THE EXTENT THAT IT IS ILLEAGAL OR UNENFORCABLE UNDER
         APPLICABLE LAW.


                                    Page 16
<PAGE>

                                   ADDENDUM C
                       DISTRIBUTION AND DEMOGRAPHIC SHEETS

         This Addendum C is incorporated in the Resale Agreement between
         Limelight Media Group, Inc and Champ Car World Series dated May 24,
         2004.

         The following list of locations have been determined to match the
         events and marketing areas desired by Champ Car for the location of
         Champ Car Themed Soft Zones.

         SCHEDULED INSTALLATION PRIOR TO AUGUST 1, 2004.
                1.  Denver, CO - Flat Iron Mall

         SCHEDULED INSTALLATION PRIOR TO OCT 15, 2004 AFTER SUCCESSFUL
         INSTALLATION OF DENVER CHAMP CAR THEMED SOFT ZONE AND ON WRITTEN
         APPROVAL BY CHAMP CAR. CHAMP CAR MUST NOTIFY LIMELIGHT MEDIA GROUP NO
         LATER THAN AUGUST 15, 2004 TO MEET THE OCT 15, 2004 DEADLINE. SHOULD
         CHAMP CAR FAIL TO GIVE WRITTEN NOTICE BY AUGUST 15, 2004 THIS AGREEMENT
         SHALL BE TERMINATED WITHOUT FURTHER OBLIGATION OF EITHER PARTY.
                1.       Portland, OR -
                2.       Milwaukee, WI -
                3.       New Orleans, LA -
                4.       Las Vegas, NV -
                5.       Miami, FL -
                6.       Phoenix, AZ -
                7.       Dallas, TX -
                8.       San Jose, CA -
                9.       Minneapolis, MN -
                10.      Chicago, IL -

         These locations are subject to change by written agreement between
         Champ Car and Limelight on no less than a 45 day notice.

         SCHEDULED INSTALLATION BEGINNING JAN 1, 2005 AND FINISHED PRIOR TO
         MARCH 15, 2005.

                1. Twenty-Five additional locations to be determined between
                   Champ Car and Limelight Media Group.

         FURTHER INSTALLATIONS ON AGREEMENT BETWEEN CHAMP CAR AND LIMELIGHT
         MEDIA GROUP.

         Limelight Media Group will conduct a site survey prior to each
         installation to determine the best location and size of display to
         accomplish the desired results of Champ Car and Limelight Media Group.
         Champ Car will receive a detailed mall layout of each site survey.

                                    Page 17
<PAGE>

                                   ADDENDUM D
                              TECHNOLOGY PROTECTION

         This Addendum D is incorporated in the Resale Agreement between
         Limelight Media Group, Inc and Champ Car World Series dated May 24,
         2004.

         Limelight Media Group grants to Champ Car the right to provide any of
         the furnishings, architectural elements or technical equipment for the
         Champ Car Themed Soft Zone according to the specifications outlined in
         the final engineering documents of the Zone. If Champ Car has provided
         the furnishings, architectural elements or technical equipment as "soft
         money" transfer, then Limelight Media Group will pay directly to Champ
         Car the value of the furnishings, architectural element or technical
         the actual cost or budgeted cost of the items according the final
         engineering documents whichever is less.

         Champ Car shall notify Limelight Media Group no later than 45 days
         prior to scheduled installation of any architectural elements being
         provided. Champ Car shall notify Limelight Media Group no later than 20
         days prior to installation of any technical equipment being provided.
         If notice is not received by the scheduled deadline, then Limelight
         Media Group will supply necessary components for the Champ Car Themed
         Soft Zone from suppliers of its choosing.

                                   ADDENDUM E
                             ENGINEERING PROTECTION

         This Addendum E is incorporated in the Resale Agreement between
         Limelight Media Group, Inc and Champ Car World Series dated May 24,
         2004.

         Limelight Media Group grants the right to Champ Car to provide design
         and engineering consultation by a service provider of Champ Car's
         choosing. The Service Provider shall not have fees disproportionate to
         the fees charged by the Service Provider chosen by Limelight Media
         Group.

         If Champ Car negotiates a "soft money" agreement with a Service
         Provider, then, Limelight Media Group shall pay for services rendered
         directly to Champ Car at the invoiced amount not to exceed the budgeted
         amount as provided by the Service Provider of Limelight Media Groups
         Seattle, WA

                                    Page 18
<PAGE>

                                   ADDENDUM H
                                  LICENSE GRANT

1.   DEFINITIONS.

     As used herein, the terms set forth below shall be defined as follows:

     1.1  Proprietary Subject Matter - shall mean: Champ Car Marks, Team Marks,
          and Driver's Likeness, as such terms are hereinafter defined.

     1.2  Champ Car Marks - shall mean the name, logo, symbol, emblem, artwork,
          and/or trademark, as specifically listed in Addendum I to the Resale
          Agreement between Champ Car and Limelight Media Group, and which may
          be amended by Champ Car from time to time.

     1.3  Team Marks - shall include trademarks, trade names, trade dress or
          likeness of a team car, copyrights, logos, images owned by a team, or
          any other property that has acquired a secondary meaning as uniquely
          associated with a team.

     1.4  Driver Likeness - shall include voice, autograph, helmet, design and
          graphics, individualized identifying marks or graphics associated with
          the driver, nickname, biography or any other personal characteristics
          associated with said Driver.

     1.5  Licensed Products - shall mean the Champ Car Themed Soft Zones which
          use the Proprietary Subject Matter and any material used to support
          the Themed Soft Zones.

     1.6  Rights Holder - shall mean individually and collectively, the owners
          of the Champ Car Marks, Team Likeness, and Driver's Likeness, Champ
          Car, and Champ Car World Series, LLC ("CCWS").

     1.9  Channels of Distribution - shall mean distribution through employees
          of Limelight Media Group within the Territory in which Limelight Media
          Group may offer Licensed Products for sale or rental.

     1.10 Graphic Standards Manual - shall mean the graphics standards manual
          and design, character, style, labeling and packaging guidelines
          promulgated by Champ Car, and which may be amended from time to time.

2.   GRANT OF LICENSE.

     2.1  To the extent permitted by law, and subject to the terms of this
          Agreement, and subject to all existing agreements of Rights Holders
          with third parties, Champ Car hereby grants to Limelight Media Group,
          and Limelight Media Group hereby accepts, the right, license, and

                                    Page 19
<PAGE>

          privilege to use the Proprietary Subject Matter solely in connection
          with the sale, rental and distribution of Licensed Products solely in
          the Territory. Said License shall be exclusive. Limelight Media Group
          shall not sublicense any rights, license or privileges, nor sublicense
          the use of any proprietary subject matter granted under this agreement
          without Champ Car's prior consent, which consent shall not be
          unreasonably withheld. Limelight Media Group shall not, and nothing
          herein contained shall authorize Limelight Media Group to, use
          Proprietary Subject Matter on goods that it may manufacture, sell, or
          distribute other than the Licensed Products identified in this
          Agreement, even if such goods are similar to the Licensed Products
          identified herein.

     2.2  Limelight Media Group shall not use the Proprietary Subject Matter for
          any purpose other than as expressly herein defined.

3.   TERM.

     3.1  This Agreement shall remain in force and effect for thirty-six (36)
          months from the date first written above unless sooner terminated in
          accordance with the terms of this Agreement.

4.   CONDITIONS TO USE OF PROPRIETARY SUBJECT MATTER AND ADDITIONAL OBLIGATIONS
     OF LIMELIGHT MEDIA GROUP.

     4.1  The license granted herein is for the use of Proprietary Subject
          Matter in the development, marketing, and sale of certain advertising
          space on Champ Car Themed Soft Zones as set forth in Section 2.1 of
          this Agreement.

5.   PROTECTION OF MARKS.

     5.1  All uses of the Proprietary Subject Matter in connection with Licensed
          Products shall inure to Champ Car's and the Rights Holders benefit.
          Limelight Media Group acknowledges Champ Car's and Rights Holder's
          right, title, and interest in and to the Proprietary Subject Matter
          and will not, either directly or indirectly, at any time do any act or
          thing contesting the validity of or any way injuring or discrediting
          any part of such right, title, or interest. Limelight Media Group
          shall assist Champ Car, to the extent necessary, in the procurement of
          any protection or to protect any of Champ Cars or Right Holder's
          rights in the Proprietary Subject Matter. Limelight Media Group shall
          provide Champ Car with whatever documentation or information requested
          by Champ Car for the purpose of registration of the Proprietary
          Subject Matter for the categories into which the Licensed Products
          fall. Champ Car shall provide whatever samples to Driver as Driver
          requires or Team as Team requires.

                                    Page 20
<PAGE>

     5.2  Limelight Media Group shall promptly notify Champ Car, in writing, of
          any infringements or imitations by others of the Licensed Products
          and/or Proprietary Subject Matter of which it becomes aware. Champ Car
          shall have the sole right to determine whether any action shall be
          taken on account of such infringements of the Subject Matter on goods
          that it may manufacture, sell, rent or distribute other than the
          Licensed Products identified in this Agreement, even if such goods are
          similar to the Licensed Products identified herein.

     5.3  Limelight Media Group acknowledges that Champ Car prohibits Limelight
          Media Group and Limelight Media Group's suppliers, vendors,
          subcontractors and off-shore manufacturers from using Proprietary
          Subject Matter on any labels, packages, or in advertisement without
          specific written permission from Champ Car. Limelight Media Group
          agrees to notify its suppliers, vendors, subcontractors and off-shore
          manufacturers of Licensed Products of this prohibition. Limelight
          Media Group further agrees to use its best efforts to enforce these
          policies.

     5.5  All Licensed Products shall be manufactured, leased, sold, labeled,
          packaged, distributed, and advertised by Limelight Media Group in
          accordance with all applicable federal, state, and local laws,
          standards, and regulations and in the case of foreign countries, all
          local laws of each country.

     5.6  Limelight Media Group and its suppliers, vendors, subcontractors and
          off-shore manufacturers shall comply with all Champ Car and
          governmental customs regulations and policies.

     5.7  Limelight Media Group acknowledges that the manufacture, rental and
          sale by it of the Licensed Products shall not vest in Limelight Media
          Group any ownership rights whatsoever in Proprietary Subject Matter.
          Limelight Media Group shall not use any language or display the
          Proprietary Subject Matter in such a way as to create the impression
          that the Proprietary Subject Matter belongs to Limelight Media Group.


                                    Page 21
<PAGE>

                                   ADDENDUM I
                                 CHAMP CAR MARKS

Champ Car Marks


[LOGO]CHAMP CAR

[LOGO]CHAMP CAR

[LOGO]CHAMP CAR


Series Marks

[SERVICE MARK]

[SERVICE MARK]

[SERVICE MARK]