Exhibit 10.3





CONFIDENTIAL










**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





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.




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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.





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.




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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.





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.




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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.







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.




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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.




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.




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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.





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.




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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





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




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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.





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.





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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 115Cordova,
      TN 38018Telephone:
    (901)
      757-0195Fax:
    (901)
      757-1497Contact:
    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.





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.





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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.





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.




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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.





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.




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**Limelight
      Media Group, Inc.**/s/
      David V. LottSignatureDavid
      V. LottPrinted
      NamePresidentTitleDate**Champ
      Car**/s/
      Thomas MoserSignatureThomas
      MoserPrinted
      NamePresidentTitleDate




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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.





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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.




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****


**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.**




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****





**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.


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CONFIDENTIAL






**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


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CONFIDENTIAL





**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 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.




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CONFIDENTIAL






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.




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CONFIDENTIAL






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
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CONFIDENTIAL





**ADDENDUM
I**


**Champ
Car Marks**





Champ Car
Marks















Series
Marks





Page
22