**Exhibit
10.2**


****

SECURED
SUBORDINATED NOTE



LIMELIGHT
MEDIA GROUP INC.



9%
Note



DueAugust 31, 2006





$385,306.78



This
Debenture is issued by Limelight Media Group Inc., a Nevada corporation (the
“Company”), to David V. Lott (together with its permitted successors and
assigns, the “Holder”).



ARTICLE
I.



Section
1.01    Principal and Interest.For value
received, on August 31, 2004, the Company hereby promises to pay to the order of
the Holder in lawful money of the United States of America and in immediately
available funds the principal sum of three hundred eighty-five thousand three
hundred six and 78/100 dollars (US $385,306.78), together with
interest on the unpaid principal of this Note at the rate of nine
percent (9%) per year (computed on the basis of a 365-day year and the
actual days elapsed) from the date of this Note to be paid monthly beginning
October 1, 2004.



Section
1.02    Interest Payments.  The interest so
payable will be paid monthly  to the person in whose name this Note is
registered.



Section
1.03    Secured Nature of Debenture.  This
Note is secured by all of the assets and property of the Company currently owned
or hereafter acquired, subject only to any priority liens or claims of Cornell
Capital Partners or other creditors as may be agreed to by Holder. 
Borrower will execute any and all UCC-1 financing statements to be filed by
Holder in form suitable for filing.



Section
1.04    Prepayment.    This Note may
be prepaid at any time by the Company with no penalty.  Any such payment
will be applied first to any accrued and unpaid interest and then to principal.










ARTICLE
II.



Section
2.01    Amendments and Waiver of Default.  The
Note may not be amended without the consent of the Holder.  Notwithstanding
the above, without the consent of the Holder, the Note may be amended to cure
any ambiguity, defect or inconsistency, to provide for assumption of the Company
obligations to the Holder or to make any change that does not adversely affect
the rights of the Holder.



ARTICLE
III.



Section
3.01    Events of Default.An Event of
Default is defined as follows: (a) failure by the Company to pay amounts
due hereunder within fifteen (15) days of the date of maturity of this
Debenture; or (b) events of bankruptcy or insolvency.



ARTICLE
IV.



Section
4.01   
Expenses.       The Company will pay
or reimburse on demand any and all reasonable costs and expenses incurred by
Holder in connection with any collections efforts by the Holder in the event of
default by the Company.



ARTICLE
V.



Section
4.01    Notice.Notices regarding this
Debenture shall be sent to the parties at the following addresses, unless a
party notifies the other parties, in writing, of a change of address:



If
      to the Company, to:
    Limelight
      Media Group Inc.8000
      Centerview ParkwaySuite
      115Cordova,
      TN 38108901-757-0195If
      to the Holder, to
    David
      V. LottCenterview
      ParkwaySuite
      115Cordova,
      TN 38108




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Section
4.02    Governing Law.This Note shall be
deemed to be made under and shall be construed in accordance with the laws of
the State of Tennessee without giving effect to the principals of conflict of
laws thereof.  Each of the parties consents to the jurisdiction of the
U.S.  District Court sitting in the District of the State of Tennessee or
the state courts of the State of Tennessee sitting in Shelby County, Tennessee
in connection with any dispute arising under this Note and hereby waives, to the
maximum extent permitted by law, any objection, including any objection based on
forum non conveniens to the bringing of any such proceeding
in such jurisdictions.



Section
4.03    Severability.The invalidity of any
of the provisions of this Note shall not invalidate or otherwise affect any of
the other provisions of this Note, which shall remain in full force and
effect.



Section
4.04    Entire Agreement and Amendments.This
Note represents the entire agreement between the parties hereto with respect to
the subject matter hereof and there are no representations, warranties or
commitments, except as set forth herein.  This Note may be amended only by
an instrument in writing executed by the parties hereto.



Section
4.05    Counterparts.This Note may be
executed in multiple counterparts, each of which shall be an original, but all
of which shall be deemed to constitute on instrument.



IN
WITNESS WHEREOF, with the intent to be legally bound hereby, the Company as
executed this Note as of the date first written above.







**LIMELIGHT
      MEDIA GROUP INC.**By:/s/ John FraierName: John
      FraierTitle:  
      CFO









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