LOCK-UP AGREEMENT

LOCK-UP AGREEMENT (this “ Agreement ”) dated as of June 30, 2005, by and among LIMELIGHT MEDIA GROUP, INC., a Nevada corporation (the “ Company ”), and each Person whose name appears on Schedule A attached hereto (each a “ Former IMPART Shareholder ”).

WHEREAS , pursuant to the terms of an Agreement and Plan of Merger dated as of June 30, 2005 (the “ Merger Agreement ”) by and among the Company, IMPART, Inc., a Washington corporation (“ IMPART ”), and Limelight Merger II Corp., a Washington corporation, on the date hereof, the Company has agreed to issue to each Former IMPART Shareholder such number of shares of Common Stock, $.001 par value, of the Company (the “ Common Stock ”) as determined pursuant to the Merger Agreement; and

WHEREAS , as a condition precedent to the consummation of the transactions contemplated by the Merger Agreement, the Company and the Former IMPART Shareholders desire to provide for certain restrictions on the transfer of such shares by the Former IMPART Shareholders;

NOW THEREFORE , in consideration of the premises and the mutual covenants of the parties hereto, it is hereby agreed as follows:

1.1          Definitions . Whenever used in this Agreement, unless otherwise defined or the subject matter or context dictates, the following terms shall have these respective meanings:

(a)          “ Affiliate ” shall have the meaning ascribed to it in Rule 12(b)(2) promulgated under the Securities Exchange Act of 1934, as amended.

(b)          “ Agreement ” means this Lock-Up Agreement, any agreement which is supplementary to or in amendment or confirmation of this Agreement, and any schedules hereto or thereto.

(c)          “ Disposition ” shall have the meaning assigned in Section 2.1.

(d)          “ Person ” means any individual, estate, trust, partnership, joint venture, limited liability company, association, firm, corporation, company or other entity.

(e)         “ Sale Transaction ” shall have the meaning assigned in Section 2.1.

(f)          “ Shares ” mean the shares of Common Stock issued to the Former IMPART Shareholders pursuant to the Merger Agreement, as well as: (i) any shares into which such shares may be converted, reclassified, redesignated, subdivided, consolidated or otherwise changed; (ii) any shares of the Company or any successor or other body corporate which may be received by the holders of such shares on a merger, amalgamation or other reorganization of or including the Company; and (iii) any securities which may now or hereinafter be convertible or exercisable into such shares. 

(g)          “ Transfer ” shall have the meaning assigned in Section 2.1.

1.2          Extended Meanings . Words importing the singular number include the plural and vice versa and words importing gender include all genders.

2.1          Restriction on Transfer of Shares .

(a)          Except as provided in Section 2.1(b), prior to June 30, 2006, no Former IMPART Shareholder may sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist a security interest in or lien on, place in trust or in any other way encumber or otherwise dispose of (any of the foregoing shall constitute a “ Transfer ,” and the consummation of such being a “ Disposition ”) any Shares now owned or any interest therein except as expressly permitted by the terms and provisions of this Agreement. The Company shall have no obligation to recognize or accede to any Disposition or to register any Transfer of Shares on its books unless such Disposition is effected in accordance with the terms and provisions of this Agreement. No Person who purports to be a holder of Shares acquired in violation of the terms and provisions of this Agreement shall be entitled to any rights with respect to such Shares, including any rights to vote such Shares, to receive any dividends declared thereon, or to receive any notice with respect thereto under this Agreement or otherwise.

(b)          Any Former IMPART Shareholder may Transfer all or a portion of his, her or its Shares to (i) any Person to which such Former IMPART Shareholder shall sell, assign or transfer all or substantially all of its assets; (ii) any Affiliate of such Former IMPART Shareho