Exhibit
10.2
SECURED SUBORDINATED
NOTE
LIMELIGHT MEDIA GROUP
INC.
9% Note
Due August 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,
