Exhibit 10.1


    
      

    


    Exhibit
      10.1

    


    
      	 	
              November
                2, 2005

            


    

    


    


    


    To
      the
      Stockholders of 

    Limelight
      Media Group, Inc. listed on Schedule
      1
      hereto

     

    


    Dear
      Stockholder:

    


    Pursuant
      our recent discussions, this Letter Agreement sets forth our understandings
      regarding your right to receive additional shares of our common stock, par
      value
      $.001 per share (the “Holdback
      Shares”),
      pursuant to the terms of the Agreement and Plan of Merger dated as of June
      30,
      2005 (the “Merger
      Agreement”)
      among
      our company, Limelight Merger II Corp., a Washington corporation, and Impart,
      Inc., a Washington corporation. Under the terms of the Merger Agreement, we
      are
      currently obligated to issue to you the number of Holdback Shares set forth
      opposite your name on Schedule
      1
      hereto.


    


    In
      lieu
      of our issuance to you of any Holdback Shares, you have agreed to accept, and
      we
      have agreed to issue to you, a promissory note substantially in the form of
      Exhibit
      A
      attached
      hereto (the “Promissory
      Note”)
      in the
      principal amount set forth opposite your name on Schedule
      1
      hereto,
      which amount is equal to the product of the number of Holdback Shares to which
      you are entitled multiplied by $.08. Upon your execution of this Letter
      Agreement and the subsequent issuance to you of your Promissory Note in lieu
      of
      your proportionate number of Holdback Shares, we will have no further
      obligations to you with respect to such Holdback Shares.

    


    This
      Letter Agreement shall be governed by, construed and enforced in accordance
      with, the laws of State of Delaware. In addition, this Letter Agreement and
      the
      exhibits hereto embody the entire agreement and understanding of the parties
      with respect to the subject matter hereof and supersedes all prior agreements
      and understandings between the parties.

    


    This
      Letter Agreement may be executed in any number of counterparts; all such
      counterparts shall be deemed to constitute one and the same instrument; and
      each
      of said counterparts shall be deemed an original hereof. Our obligations under
      this Letter Agreement shall be conditioned upon, and shall be subject to, our
      receipt of an executed counterpart signature page to this Letter Agreement
      from
      each of the stockholders listed on Schedule
      1.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

To
      the
      Stockholders of

    Limelight
      Media Group, Inc.

    Listed
      on
      Schedule 1 hereto

    


    If
      you
      are in agreement with the foregoing and you wish to accept the terms of this
      Letter Agreement, kindly sign this Letter Agreement in the space provided and
      return an original signed copy of your counterpart to this Letter Agreement
      to
      the attention of Laird Laabs, President, Limelight Media Group, Inc., 1300
      North
      Northlake Way, Seattle, Washington 98103. Upon receipt of a countersigned Letter
      Agreement from all of the stockholders listed on Schedule
      1
      attached
      hereto, we will issue you a Promissory Note in the appropriate principal amount.
      

    


    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              /s/Laird
                Laabs

            
	 	
              Laird
                Laabs

            
	 	
              President

            
	 	
              Limelight
                Media Group, Inc.

            


    

    


    

      
        	
                Acknowledged
                  and agreed to this 2nd day of November, 2005:

              	 
	 	 
	
                /s/
                  Steven Boscacci

              	 
	 	 
	
                /s/
                  Steven Corey 

              	 
	 	 
	
                /s/Nick
                  DeSante

              	 
	 	 
	
                /s/Larid
                  Laabs

              	 
	 	 
	
                /s/Joseph
                  Martinez

              	 
	 	 
	
                /s/Thomas
                  Muniz

              	 
	 	 
	
                /s/Edwin
                  Reger 

              	 
	 	 
	
                /s/Shane
                  Bumbalo

              	 
	 	 
	
                /s/Stretton
                  Brown

              	 
	 	 
	
                /s/Tom
                  O'Rourke

              	 


      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Exhibit
      A

    


    Form
      of Promissory Note

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      1

     

    
      
        
          	
                  Name

                	 	
                  No.
                    of Holdback Shares

                	 	
                  Principal
                    Amount of
                    Promissory Note ($)

                
	 	 	 	 	 
	
                  Steven
                    Boscacci

                	 	
                  2,847,887

                	 	
                  227,830.96

                
	
                  Steven
                    Corey

                	 	
                  17,547,939

                	 	
                  1,403,835.12

                
	
                  Nick
                    DeSante

                	 	
                  3,838,457

                	 	
                  307,076.56

                
	
                  Laird
                    Laabs

                	 	
                  17,547,939

                	 	
                  1,403,835.12

                
	
                  Joseph
                    Martinez

                	 	
                  3,282,904

                	 	
                  262,584.32

                
	
                  Thomas
                    Muniz

                	 	
                  5,765,114

                	 	
                  461,209.12

                
	
                  Edwin
                    Reger

                	 	
                  990,569

                	 	
                  79,245.52

                
	
                  Shane
                    Bumbalo

                	 	
                  1,355,412

                	 	
                  108,432.96

                
	
                  Stretton
                    Brown

                	 	
                  1,006,472

                	 	
                  80,517.76

                
	
                  Tom
                    O’Rourke

                	 	
                  3,317,308

                	 	
                  265,384.64