EXHIBIT 10.15

                                MASTER AGREEMENT

THIS MASTER AGREEMENT (generally, the "Transaction" or "Agreement") made and
entered into as of the August 1, 2004, by and between WOODLAND AEM, LLC, and
it's affiliates, _____________________________("WoodLand"), and LIMELIGHT MEDIA
GROUP, INC., 8000 Centerview Parkway, Suite 115, Cordova, TN 38018 ("Limelight
Media").

                                    RECITALS

Limelight Media has represented to WoodLand that they and their operation have
(i) developed and shall operate at WoodLand locations, and referred locations, a
Digital Media Management System with integrative software control through
site-based server and systems software that displays advertising and other
matter (herein referred to as "Displays"), (ii) the capacity and continued
capacity to provide WoodLand locations and referred locations with a network
operation and, (iii) they are developing, and will continue to develop, products
and services that can be used in conjunction with their servers, master controls
and facilities (collectively referred to as "Services").

WoodLand and Limelight Media each perceives mutual benefits of displays of
advertising, trailers and other matter in a WoodLand location, or a location
referred by WoodLand .

In entering into this Agreement and performing its respective obligations,
WoodLand relies upon said inducements and Limelight Media covenants.

NOW THEREFORE, in consideration of the covenants, agreements and stipulations
herein contained, the parties hereto do adopt the recitals into the body of this
Agreement and further do hereby covenant, undertake and agree with each other as
follows:

1        Agreement. WoodLand hereby grants unto Limelight Media the personal
         rights and privilege for providing Digital Media Management Services
         via Displays and such products in its locations as designated in
         separate addendum, and which will be periodically updated, such
         locations as WoodLand may undertake in writing; and in exchange for the
         Agreement, WoodLand 's covenants and undertakings herein expressed and
         the benefits conferred hereby and to be conferred upon Limelight Media,
         Limelight Media covenants and agrees that it shall continuously, and
         without interruption, provide such Services during the usual business
         hours of the location and each regular business day on which the
         locations are open for business in strict and faithful compliance with
         the requirements herein imposed upon Limelight Media and the Limelight
         Media undertakings herein set forth.

1.1.     Limelight Media shall make no material alterations or installations to
         or affecting any WoodLand location without the WoodLand's prior written
         approval.

1.2      The term of this Agreement herein granted shall commence on August 1,
         2004 and shall continue until the later of to occur of July 31, 2006,
         or the expiration of the separate agreements for any specific
         WoodLand location, or referred location, if that separate agreement
         exceeds this agreement; but the term of the separate license for any
         specific location herein granted shall continue for a minimum period
         of two (2) years from date of installation; however, the master term
         and each specific license is subject to sooner termination as
         provided in the provisions below.

                                      -1-
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2        REVENUE SHARE: BENEFITS.  Each Party further covenants and agrees with
         the other Party to pay in accordance with Section 2.2 herein and to
         account for each month unto the other Party for the apportioned revenue
         as follows:

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                            DVD Play        WoodLand Split       Limelight
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WoodLand   Machines         30%             30%                  40%
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Limelight Install           0%              10%                  90%
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WoodLand Referral           30%             10%                  60%
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Both parties acknowledge that additional revenue share schedules may
periodically be updated to this agreement, as they relate to specific customers
on a case by case basis. This is net to the company after location split and the
15% ad agency fee. Both parties recognize that specific locations will be
addressed under separate addendum as illustrated in attached Quik Trip addendum.

2.1     Limelight Media will maintain separate marketing efforts to market
        advertising spots available at both party's locations with the
        provisions and revenue sharing as follows:

        a. Limelight Media will focus on local and national sales, but
           communicate sales efforts with WoodLand on a monthly basis.

        b. For the purpose of the calculations of the revenue shares the
           following definitions apply:

              "WoodLand Machines" are defined as all DVD AEM systems placed or
              licensed by WoodLand Marketing, LLC.

              "DVD Play Machines" are defined as all locations placed by DVD
              Play, Inc.

              "Limelight Install" is defined as the locations installed and
              financed by Limelight Media Group.

              "Gross Profit" is defined as Gross Sale minus 15% ad agency
              fee minus location revenue share.

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              "National Ads" are defined as those ads placed by firms
              desiring a national exposure to over 75% of the available sites
              whether networked or non-networked.

              "Local Ads" are defined as those ads placed by local businesses
              for viewing within a specific demographic generally considered to
              be within a 20 mile radius of the location

              "Forecast Ad Revenue" refers to the forecast provided by Limelight
              Media and attached hereto as Exhibit A.

              Production costs for ads will be at the sole expense of
              advertiser.

         c. Limelight will manage content delivery for all digital displays at
            locations that are not a function of the DVD AEM operating system.

         d. Each party shall be responsible for its own costs associated with
            the reporting and collection of generated revenues.

         e. Each party shall notify the other party prior to making contact with
            new location to prevent duplication of efforts. Both parties shall
            diligently work together to expand to new locations not currently
            under contract.

         f. WoodlLand AEM, and its customers, will have the right of approval
            for all ad content displayed on Limelight screens at such locations.

2.2      The amount of the gross revenues effected by either party shall be
         ascertained on a four week cycle per the flight schedule as developed
         by Limelight and both parties shall provide the other party with a
         full, true and correct statement showing such gross revenues for the
         flight and such statements shall be provided to other party on the
         fifteenth of each month, accompanied by a check for the amount due, if
         any, due to the other party if not paid for the prior month on the
         fifteenth of the month.

2.3      Each party holds the other party's share in trust, and WoodLand grants
         Limelight Media a first priority interest in the Limelight Media share,
         now or hereafter arising from operations at or in connection with
         WoodLand locations; and Limelight Media grants WoodLand a first
         priority interest in the WoodLand share, now or hereafter arising from
         operations at or in connection with Limelight Media locations.

2.4      Both companies agree to a mutual non-disclosure and non-circumvention
         agreement whereby each company agrees not to contact the location
         clients of the other party directly or disclose information to third
         parties without the express approval for the release of the
         information. Further, so long as Limelight Media is not in default
         under this Agreement, WoodLand assigns exclusivity to Limelight Media
         for network operations as it relates to WoodLand's DVD AEM Digital
         Signage network, except for rights granted to DVD Play, Inc., under an
         earlier agreement.

3        INTEGRATION. The Displays and all functions will appear to the public
         as an integrated part of the location operations, except that either
         party WoodLand or Limelight Media may apply tasteful identification on
         its equipment and may also show identification "spots" in the
         advertising rotation, subject to other party's and the location's prior
         written approval, which will not unreasonably be withheld.

                                      -3-
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4        INDEPENDENT CONTRACTOR. WoodLand and Limelight Media are independent
         contractors. The parties are not partners, the parties are not engaged
         in a joint venture; as far as the vendors and creditors of the WoodLand
         or Limelight Media are and may become aware, both parties are
         independent contractors responsible for purchase and payment of their
         own equipment, software and services in their own name and in their own
         responsibility and account.

4.1      Within thirty (30) days of contract notification, Limelight Media
         agrees to furnish all equipment, software and support for the Limelight
         Media system operation in the WoodLand locations, with the exception of
         the video displays provided by DVD Play and the DVD AEM system. All
         video displays not provided by DVD Play will be provided by Limelight.
         Said furnishings and equipment at all times will belong to and be owned
         by Limelight Media, and Limelight Media shall maintain them in good
         condition and state-of-the-art working order, repair and replacement.
         Limelight Media will fix and/ or replace any of its field equipment
         within two (2) business days of being notified of the problem, with
         exception of events beyond Limelight Media's control such as loss of
         broadband connectivity or access to building location. Such
         notification shall be in writing by facsimile to 901-757-1497.

4.2      Limelight Media agrees to obtain and pay for, at their own costs, all
         expenditures and expenses associated with the services and products
         contemplated for WoodLand to furnish now and in the future (except to
         the extent specifically and expressly excluded in this Agreement and
         imposed on WoodLand ). Included in these expenditures and expenses,
         without limiting the generality of the foregoing, are:

         a. Limelight Media and WoodLand shall pay all governmental charges, of
            every kind and nature, which have been or may be levied, assessed or
            charged against the respective party's property and goods. All other
            expenses of the Digital Signage network operation will be paid for
            by Limelight Media without cost as a part of the services to be
            supplied with the exclusion of equipment purchases not provided
            herein.

         b. All necessary employee or contractor records, sales tax records, and
            any other records required by state, county or federal lay shall be
            kept by WoodLand and Limelight Media for their own employees,
            contract employees, subcontractors and supplier; and further
            WoodLand and Limelight Media shall be responsible for their own
            personnel, their wages and all taxes thereon or measured thereby.

         c. All expenditures and expenses related to the acquisition,
            installation, operation, maintenance, repair, replacement and
            upgrading of the network and its related hardware and software
            components, and content, should remain the property of the Limelight
            Media. In the event of termination of any license for a Dynamic
            Display, WoodLand shall not be entitled to use, retain or otherwise
            appropriate rights to any of the intellectual property rights owned
            or controlled by Limelight Media including database, management
            systems, loyalty programming and other systems of exclusive design
            for the operations of the Limelight Media


                                      -4-
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4.3      The locations shall bear all costs for utilities, except for broadband
         connectivity which will be furnished by Limelight. A location will
         decide, if needed, where real estate alterations will be made and shall
         bear the reasonable costs of construction to buildings and improvements
         for the accommodation of WoodLand or Limelight Media related equipment.

5        LIMELIGHT MEDIA COVENANTS.  Limelight Media hereby further covenants
         and further agrees with WoodLand :

         a. Limelight Media's systems will be fully operational in designated
            WoodLand locations at the time of the installation of the DVD AEM
            equipment and broadband services for the designated sites within
            that city.

         b. Limelight Media is and shall be responsible, at their own expense,
            for installation, management, maintenance, repair, replacement and
            upgrading of equipment and systems transactions to provide WoodLand
            with reliable and first class advertising.

         c. Limelight Media shall be responsible for upgrading hardware and
            software to timely keep pace with technological advances and
            replacements with the exception of the display monitors, screens or
            projectors.

         d. The commencement of full operation of the Dynamic Displays in each
            location shall mark the beginning to the term of license for that
            unit under the purposes of calculations under Sec. 2 above.

         e. Limelight Media shall conduct their operations during existence of
            this contract with skill and according to highest professional
            ethics; and in extension thereof, Limelight Media shall deal with
            advertisers and their respective agencies and agents with high
            ethical standards and shall not charge for nor collect any
            advertising revenues (unless identified as pre-paid) until actually
            displayed in a Limelight Media or WoodLand location.

         f. Three quarters of the available time in the display rotation is
            expected to be devoted to advertising by third parties. The
            Locations have no obligation to pay ad- related expenses except for
            the production of ad content intentionally provided by and on behalf
            of itself, its subsidiaries and affiliates and except for those
            expenses specifically identified in this agreement. The Locations
            shall bear the costs, if any, of conversion from analog to digital
            of any of the advertising content..

         g. Limelight Media shall indemnify, defend (at their expense) and hold
            WoodLand and its affiliates harmless from and against any and all
            product liability claims that may be suffered or asserted by
            WoodLand customers or any other claimant, family or otherwise,
            arising out of defective Limelight Media equipment or products whose
            sales are effected at WoodLand locations or in conjunction with
            WoodLand operations.

         h. The Limelight Media management system, and its concept, and, if
            desired, the Limelight Media Products and Services shall be
            available in WoodLand locations for a period of two (2) years (or
            earlier, upon termination of the license hereunder for that
            location).

<PAGE>

         i. Within six (6) months of the date of this Agreement, the Forecast Ad
            Revenue shall equal or exceed the amounts contained on Exhibit A and
            shall exceed such amounts for the remaining term of this Agreement.

6        WOODLAND COVENANTS.  WoodLand hereby further covenants and further
         agrees with Limelight Media.

         a. WoodLand shall provide Limelight Media advance notification of
            contacts for display advertising in each case without exception.

         b. WoodLand shall conduct their operations during existence of this
            contract with skill and according to highest professional ethics;
            and in extension thereof, WoodLand shall deal with advertisers and
            their respective agencies and agents with high ethical standards and
            shall not charge for nor collect any advertising revenues (unless
            identified as pre-paid) until actually displayed in a Limelight
            Media or WoodLand location.

         c. Three quarters of the available time in the display rotation is
            expected to be devoted to advertising by third parties. The
            Locations have no obligation to pay ad- related expenses except for
            the production of ad content intentionally provided by and on behalf
            of itself, its subsidiaries and affiliates and except for those
            expenses specifically identified in this agreement. The Locations
            shall bear the costs, if any, of conversion from analog to digital
            of any of the advertising content.

         d. WoodLand shall indemnify, defend (at their expense) and hold
            Limelight Media and its affiliates harmless from and against any and
            all product liability claims that may be suffered or asserted by
            Limelight Media performance by WoodLand pursuant to this agreement.

7.       REPRESENTATIONS AND WARRANTIES. As further inducements for WoodLand
         and Limelight Media to sign this agreement and to continue to
         perform under this Agreement, WoodLand and Limelight Media hereby
         represents and warrants to each other of the following:

         a. Standard vendor representations and warranties including the
            equipment have been pre-tested and are and will be bug-free and will
            be continuously operational within normal industry standards.

         b. Limelight Media has developed a digital display with integrated
            software control which presently consists of LCD or plasma screens
            with integrated software, as well as digital projection wall
            displays that are controlled through a site-based server which
            stores content for the display and a high speed connection to a
            remote server.

         c. Limelight Media has participated in the design and exclusively owns
            and operates and shall continuously keep in first class, reliable
            operation, without interruption, dynamic display operating system
            software which permits each of the panels of the display to present
            different coordinated multimedia digital content.

            1.  Project promotional materials relating to the WoodLand
                locations.
            2.  project program information, including special discounts and
                activities
            3.  project advertisements by paying sponsors and advertisers
            4.  project general information of public interest or certain
                productions

<PAGE>

         d. Limelight Media has participated in the design of and exclusively
            owns software and shall continuously link, manage and operate
            digital transmissions in each and all displays through a process
            known as network operations.

         e. Limelight Media has participated in the design and exclusively owns
            and shall operate a system operating software for the access
            stations which permits high speed digital transactions, including
            internet based entertainment and downloaded multi-media content.

8.       INDEMNITY. Limelight Media agrees to defend, at its expense, and
              to indemnify and hold harmless WoodLand from and against any and
              all claims, actions, proceedings, or lawsuits asserted or filed
              against WoodLand arising from the development, organization,
              ownership, use or marketing of Limelight Media products or
              services. WoodLand agrees to defend, at its expense, and to
              indemnify and hold harmless Limelight Media from and against any
              and all claims, actions, proceedings, or lawsuits asserted or
              filed against Limelight Media arising from the development,
              organization, ownership, use or marketing of WoodLand products or
              services.

8.1 REMEDIES UNDER AGREEMENT. In the event of a breach or default by a party,
the non-breaching party shall provide notice to the other party. In the event
such breach or default is not cured within thirty (30) days of the date of such
notice, the non-breaching party shall have the right to terminate this Agreement
immediately. Remedies for default by WoodLand or Limelight Media of its duties
or obligations under this Agreement: Termination plus loss of income arising
from prepaid advertising content and advertising under contract until the
termination of the contract entered into on behalf of WoodLand or Limelight
Media for display of advertising over the digital display systems.

         a. Termination of this Agreement and Limelight Media shall remove
            equipment within 120 days thereafter.

         b. In the event the WoodLand or Limelight Media fail to make the
            specified periodic fee or royalty payment and default continues for
            a period of fifteen (15) days after written notice of such default,
            then the offended party has the right and remedy to declare this
            Agreement terminated and the further right to collect the entire
            unpaid balance.

9.       ANNOUNCEMENTS. Until the execution and delivery of this agreement, the
         timing and content of announcement, publicly or reports regarding any
         aspect of this transaction to the financial community, advertising
         community, governmental agencies, customers, suppliers, or the public
         generally must be mutually agreed upon in writing, however, upon
         execution the WoodLand and Limelight Media must comply with regulatory
         requirements for pubic disclosure as it is a publicly registered and
         trading company.

10.      GOVERNING LAW The letter shall be governed and construed under the laws
         of Tennessee.

11.      EXPENSES. Each party will pay their own expenses incident to
         negotiation, preparation and execution of this agreement.
<PAGE>

12.      TERMINATION. Termination may only be default provision or cessation
         of this agreement time period with a 60 day written notice.

13.      CONTENT. The Locations, at its election, at any time may provide
         content to either WoodLand or Limelight Media for the display which may
         include promotional materials relating to the locations and such
         display will be at no charge to WoodLand or Limelight Media, however,
         the location is limited to utilization of no more that twenty five
         (25%) percent of the available time on the display. WoodLand and
         Limelight Media shall continuously provide all other content to be
         displayed. All content, regardless of source, must in a form suitable

14       ACCESS Limelight Media agrees to grant to WoodLand reasonable access to
         books and records regarding transaction at WoodLand locations under
         this agreement.

15.      LIABILITY Each party has no obligation or liability to the other, other
         than expressly set forth in this agreement.

16.      SUBJECT TO The provisions granted to WoodLand or Limelight Media
         hereunder are in every case subject to terms and conditions of leases
         between the locations and third parties.

17.      FURTHER WARRANTIES BY EACH PARTY Each party and signatory hereto
         further represents and warrants to, and covenants and agrees with, each
         other party and signatory, as of the date of the Agreement Date and as
         of the Assignment Date, as follows:

         a. Said party/signatory has the full and unrestricted right, power and
            authority to enter into this agreement and to consummate the actions
            contemplated in this Agreement without the joinder, consent,
            approval or concurrence of any other individuals or entities or of
            any court or governmental agency; and

         b. Upon satisfaction of the pre-conditions of this Agreement, each
            party/signatory shall take the actions and execute and enter into
            the instruments and agreements contemplated herein to be undertaken.


18.      ABATEMENT In the event of fire or other event by which the building is
         which said premises are located shall be destroyed or rendered
         temporarily non-usable, this Agreement shall be suspended until as such
         time it is determined by the location to cease operations at that
         location or for that period of time it takes to place the premises back
         in workable condition.


19.      BANKRUPTCY In the event of petition in bankruptcy is filed by or
         against either of the parties or if either party should become
         insolvent within the meaning of any State or Federal Law, or should
         make an assignment for the benefit of creditors, or if a receiver
         for all or any part of the business of either party is appointed and
         such receivership is not vacated within five days, or if any
         property or assets of either party shall be attached and such
         attachment is not vacated in ten days, then in either of said events
         this agreement shall be deemed breached by the party at fault, and
         the other party shall be released for all further performance under
         this Agreement. This Agreement shall, in no event, be deemed an
         asset of the WoodLand or Limelight Media so as to be assignable to
         anyone including a receiver or trustee of bankruptcy by operation of
         Law. However, in the event of bankruptcy by either company, any
         funds generated under the terms of this agreement shall be
         immediately segregated and a lien placed over the account by the
         party not in bankruptcy.
<PAGE>

21       SOLE AGREEMENT. This Agreement constitutes the only agreement between
         the parties with reference to conduct the business described herein and
         no modification shall be binding upon either party unless in writing
         and signed by all parties, except that later written designations by
         WoodLand or Limelight Media for added locations subject to this
         Agreement.

22.      ATTORNEY FEES If either party finds it necessary to initiate legal
         action or proceedings for the enforcement or interpretation of this
         Agreement, then the prevailing party shall be entitled to recover
         reasonable attorney fees and expenses incurred in such matter.

23.      NOTICES Any notice, communication, request, reply or advice by either
         party shall be writing and may be given or served in advance written
         notice to the addressee by U. S. Mail, unless in the event such notice
         regards performance under this agreement whereby the notice shall be
         delivered by certified U. S. Mail, return receipt requested.

24.      TERM The term of this Agreement is for a period of two (2) years
         commencing on the date executed below. The agreement shall be
         automatically renewed for an additional two (2) years, unless either
         party give the other party ninety (90) day advance written notice prior
         to end of the term.

25.      FAXED ORIGINAL Execution of this document may be accomplished by
         facsimile transmission of signed copies of this Agreement followed by
         delivery of the original signed hard copies in the manner provided
         herein.


Agreement executed and signed this ______day of _________, 2004.


WOODLAND AEM, LLC                           LIMELIGHT MEDIA GROUP, INC.



By________________________________          By________________________________
Name:_____________________________          Name:_____________________________
Title: