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                                  Exhibit 99.3

                             JOINT VENTURE AGREEMENT

         THIS JOINT VENTURE AGREEMENT (the "Agreement") is made and entered into
as of this 15th day of September,  2003, by and between Showintel Networks, Inc,
(dba  Limelight  Media  Group,  Inc.)  (hereinafter   "LMG")  and  Pot  O'  Gold
Productions, Inc. (hereinafter "POG").

ARTICLE I
GENERAL PROVISIONS

         1.01  Business   Purpose.   The  business  of  this  Agreement  is  the
         development and marketing of a digital  content and  interactive  media
         system  in  various  industries.   LMG  will  primarily  focus  on  the
         installation,  maintenance and management of the various  technologies.
         POG  will  primarily  focus on the  marketing  of the  various  revenue
         opportunities that present  themselves on the installed  systems.  Both
         companies  believe that by joining the  respective  businesses  in this
         Venture that accelerated growth and market penetration will be possible
         as well as cost savings  from  streamlining  operations  and removal of
         redundant operations.

         1.02 Term of the  Agreement.  This Joint Venture shall  commence on the
         date  first  above  written  and  shall  continue  in  existence  until
         terminated, liquidated, or dissolved by law or as hereinafter provided.

         1.03 The Joint Venture will form a new company to perform the duties of
         the Joint Venture. The Structure of the new company shall be a LLC with
         a Tennessee domicile.  The LLC partners will be Limelight Media and Pot
         O' Gold Productions.  The name of the newco will be determined  equally
         by the Venturers.

ARTICLE II


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GENERAL DEFINITIONS

         The following  comprise the general  definitions  of terms  utilized in
this Agreement:

         2.01 Affiliate. An Affiliate of an entity is a person that, directly or
indirectly through one or more intermediaries,  controls, is controlled by or is
under common control of such entity.

         2.02 Capital  Contribution(s).  The capital  contribution  to the Joint
         Venture actually made by the parties, which may include property, cash,
         contracts and any additional capital contributions made.

         2.03  Profits and Losses.  Any income or loss of the Joint  Venture for
         federal income tax purposes  determined by the Joint  Venture's  fiscal
         year, including, without limitation, each item of Joint Venture income,
         gain, loss or deduction.

ARTICLE III
OBLIGATIONS OF THE JOINT VENTURERS

         Clarke  Mazza,  as a  representative  of  POG,  and  David  Lott,  as a
representative  of LMG, are equally  responsible for all operations of the Joint
Venture and will be compensated for providing various services.  However,  David
Lott,  a  representative  of LMG will act as the general  manager and have final
authority over all decisions.

ARTICLE IV
ALLOCATIONS

         4.01  Profits and Losses.  Commencing  on the date hereof and ending on
         the  termination  of the  business of the Joint  Venture,  all profits,
         losses and other allocations to the Joint Venture shall be allocated as
         follows at the conclusion of each fiscal year:


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                  Limelight Media Group, Inc.                     50%

                  Pot O' Gold Productions, Inc                    50%



ARTICLE V
RIGHTS AND DUTIES OF THE JOINT VENTURERS

         5.01 Business of the Joint  Venture.  David Lott, a  representative  of
         LMG, shall have full,  exclusive and complete  authority and discretion
         in the  management and control of the business of the Joint Venture for
         the purposes  herein stated and shall make all decisions  affecting the
         business  of the  Joint  Venture.  As  such,  any  action  taken  shall
         constitute the act of, and serve to bind,  the Joint Venture.  Specific
         duties of the LLC partners are as follows:

         1.       David Lott shall manage and control the network and technology
                  affairs of the Joint  Venture to the best of it's  ability and
                  shall use its best  efforts to carry out the  business  of the
                  Joint Venture. This includes providing all equipment necessary
                  for installation of the digital signage and interactive client
                  technologies.

         2.       Clarke  Mazza shall be  responsible  for the  marketing of all
                  media space on the system as well as media development for the
                  Joint  Venture to the best of its  ability  and shall use it's
                  best efforts to carry out the business of the Joint Venture.

         3.       The Joint  Venture will  determine  the best method to install
                  slide equipment for any projects.

ARTICLE VI


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AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT VENTURERS

         6.01  Validity  of  Transactions.  Affiliates  of the  parties  to this
Agreement may be engaged to perform services for the Joint Venture. The validity
of any  transactionagreement  or payment  involving  the Joint  Venture  and any
Affiliates of the parties to this Agreement  otherwise permitted by the terms of
this Agreement shall not be affected by reason of the relationship  between them
and such Affiliates or the approval of said transactions, agreement or payment.

         6.02 Other  Business of the Parties to this  Agreement.  The parties to
this Agreement and their respective  Affiliates may have interests in businesses
other than the Joint  Venture  business.  The Joint  Venture  shall not have the
right to the income or proceeds derived from such other business  interests and,
even if they  are  competitive  with the  Partnership  business,  such  business
interests shall not be deemed wrongful or improper.

ARTICLE VII
PAYMENT OF EXPENSES

         All expenses of the Joint Venture shall be paid by the Joint Venture.

ARTICLE VIII
INDEMNIFICATION OF THE JOINT VENTURERS

         The parties to this Agreement  shall have no liability to the other for
any loss suffered  which arises out of any action or inaction if, in good faith,
it is  determined  that such course of conduct was in the best  interests of the
Joint  Venture  and such  course of conduct  did not  constitute  negligence  or
misconduct. The parties to this Agreement shall each be indemnified by the other
against losses, judgments,  liabilities, expenses and amounts paid in settlement
of any claims sustained by it in connection with the Joint Venture.


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ARTICLE IX
DISSOLUTION

         9.01  Events  of the  Joint  Venturers.  The  Joint  Venture  shall  be
dissolved upon the happening of any of the following events:

         (a) The adjudication of bankruptcy,  filing of a petition pursuant to a
         Chapter  of  the  Federal  Bankruptcy  Act,   withdrawal,   removal  or
         insolvency of either of the parties.

         (b) The sale or other disposition, not including an exchange of all, or
         substantially  all, of the Joint  Venture  assets  which  includes  the
         acquisition of Pot O' Gold Productions by Limelight Media Group,  Inc.,
         if consummated.

         (c) Mutual agreement of the parties.


ARTICLE X
ADVANCEMENT OF AGREEMENT

         It is the intent of the parties that this agreement  shall proceed to a
negotiation  for the  complete  acquisition  of all of POG assets.  Requirements
necessary for the acquisition  include but are not limited the following  items.
Negotiation  of the intended  Letter of Intent shall commence upon the execution
of this Joint  Venture.  If terms of an LOI can be mutually  agreed upon, and an
acquisition  is  completed,  POG shall become a wholly owned  subsidiary of LMG,
subject to the  negotiated  terms Clarke Mazza shall remain as senior officer of
POG subject to an employment agreement.

Elements to Activate Letter of Intent:


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1.       Successful  deployment of 2 projects regardless of the industry or size
         of project.

2.       Realization of $200,000 per month in gross sales generated continuously
         for 6 months by the Joint Venture or a collective $1,200,000 in revenue
         over the same 6 months.


ARTICLE XI
MISCELLANEOUS PROVISIONS

         10.01 Books and Records.  The Joint Venture  shall keep adequate  books
         and records at its place of business, setting forth a true and accurate
         account of all business  transactions  arising out of and in connection
         with the conduct of the Joint Venture.

         10.02 Validity. In the event that any provision of this Agreement shall
         be held to be  invalid,  the  same  shall  not  affect  in any  respect
         whatsoever the validity of the remainder of this Agreement.

         10.03  Integrated  Agreement.  This  Agreement  constitutes  the entire
         understanding  and agreement  among the parties  hereto with respect to
         the subject matter hereof, and there are no agreements, understandings,
         restrictions or warranties among the parties other than those set forth
         herein provided for.

         10.04 Assignability.  This Agreement may be assigned by either party to
         an Affiliate without the prior consent of the other party.

         10.05  Headings.  The  headings,  titles  and  subtitles  used  in this
         Agreement  are for ease of  reference  only and  shall not  control  or
         affect the meaning or construction of any provision hereof.

         10.06 Notices. Except as may be otherwise specifically provided in this
         Agreement,  all notices  required or  permitted  hereunder  shall be in

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         writing  and shall be  deemed to be  delivered  when  deposited  in the
         United States mail,  postage  prepaid,  certified or  registered  mail,
         return receipt requested,  addressed to the parties at their respective
         addresses set forth in this Agreement or at such other addresses as may
         be subsequently specified by written notice.

         10.07  Applicable Law and Venue.  This Agreement shall be construed and
         enforced under the laws of the State of Tennessee.

         10.08 Other  Instruments.  The parties  hereto  covenant and agree that
         they will execute each such other and further instruments and documents
         as are or may become  reasonably  necessary or convenient to effectuate
         and carry out the purposes of this Agreement.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

On behalf of:
-------------------------                      -------------------------

By: _____________________                      By: _____________________

Its: ____________________                      Its: ____________________