EXHIBIT 10.2
                   CONTRACT AND LICENSE AGREEMENT BETWEEN THE
                REGISTRANT AND JOHN POPOVICH, DATED JULY 23, 2001


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                         CONTRACT AND LICENSE AGREEMENT

                                  John Popovich
                                       And
                    New Millennuim Media International, Inc.

THIS CONTRACT is made and entered into this 23rd day of July 2001 in Pinellas
County, Florida by and between John Popovich (hereafter referred to as
"Popovich"), 130 South Cedros Avenue #170, Solana Beach, CA 92075, Tel:
858-259-8190, Fax: 858-259-3829, email: aerosphe@pacbell.net and new Millennium
Media International, Inc. ((hereafter referred to as "NMMI"), Suite 300, 101
Philippe Parkway, Safety Harbor, Florida 34695, (727) 797-6664, email:
nmmi2000@aol.com.

WHEREAS, Popovich is a talented scientist and inventor well studied in
engineering and electronics.

WHEREAS, Popovich represents that he has invented and is in the process of
developing an electronic LED video display device (referred to hereafter as
"OnScreen Large Scale Video Display" or by the initials "OSD") for which he will
make application for a provisional patent in the United States Patent and
Trademark Office and within the following year granted by this application appy
for U.S. and foreign patents as deemed desirable.

WHEREAS, "OSD" is a radical new type of LED video display technology that
provides greatly reduced cost, weight and volume when compared to past systems.
Additionally, "OSD" allows for the manufacture of electronic video displays with
greatly increased brightness and resolution.

WHEREAS, NMMI is willing to advance certain financial support to Popovich for
the development of the "OSD" in partial consideration for an exclusive license
in the patent for the manufacture, sale and marketing of direct view video
displays with angular dimension greater than 30 inches.

                                   WITNESSETH

FOR AND IN CONSIDERATION of the promises, covenants and conditions contained
herein, the parties hereto intending to be legally bound, agree as follows:

      1.    RECITATIONS. The recitations as stated above, unless in direct
            conflict with the covenants hereafter shall be included as a part of
            this Agreement. In the event of any such direct conflict in terms,
            then the terms hereafter of this Agreement shall govern.

      2.    DISCLOSURE. As the development of the "OSD" progresses Popovich
            shall make a full disclosure of the "OSD" to those employees and
            agents of NMMI who shall be designated by NMMI as its
            representatives. Popovich shall explain in full detail the structure
            and operations of the "OSD" and shall answer to the best of his
            ability all questions asked by NMMI's representatives. Popovich
            shall explain in full detail the structure and operations of the
            "OSD" and shall answer to the best of his ability all questions
            asked NMMI's representatives. Popovich shall submit to NMMI all
            writings relating to the "OSD" and shall permit NMMI to copy those
            writings. Popovich shall furnish upon request additional information
            and reasonably assist NMMI's representatives to understand and
            evaluate the novelty and utility of the "OSD". The contents of such
            disclosure, explanation and writings are proprietary information and

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            such disclosure, explanation, and writings are given solely to
            enable NMMI to evaluate the "OSD" and conduct patent and
            infringement surveys if it so desires. All reasonable expenses
            incurred by NMMI in furnishing the assistance and information
            required under this paragraph shall be paid for by NMMI.

      3.    GRANT OF LICENSE. Popovich by these presents does hereby grant unto
            NMMI full and exclusive license in and to the "OSD" as described
            herein and all related patents as well as subsequent improvements,
            updates and upgrades and related patents and applications for the
            territory of the United States of America and for all foreign
            countries. This grant of license hereby provides to NMMI the
            exclusive right for the manufacture, use and sale of, in and to the
            "OSD" for direct view video displays with angular dimension greater
            than 30 inches. This license is valid for the entire patent term and
            may be reordered in the United States Patent and Trademark Office
            and such other domestic and/or foreign government office as
            determined by NMMI to be in the best interest of NMMI. Further it is
            acknowledged that John Thatch, President and CEO of NMMI is a
            crucial and important element in the introduction, execution and
            implementation of this agreement. If for any reason John Thatch is
            no longer employed with NMMI, it is a condition of this agreement
            that he be involved to his satisfaction, with terms between NMMI and
            himself to continue in this project.

      4.    POPOVICH REPRESENTATIONS AND WARRANTIES. Popovich represents and
            warrants as follows:

            (a)   It is anticipated tha the "OSD" shall be in prototype form in
                  no more than 60 days from the date of receipt of the first
                  $50,000.00 payment from NMMI to Popovich and with the
                  condition that the second payment of $50,000.00 from NMMI to
                  Popovich is received within 30 days of the first payment.

            (b)   Popovich is the sole, exclusive owner of all rights to the
                  "OSD" and that Popovich has the full right and authority to
                  grant this exclusive license for the manufacture, use and sale
                  of the "OSD". Popovich has executed no agreement in conflict
                  herewith and Popovich has not granted, nor shall he grant
                  during the term of this Agreement, to any other person, firm
                  or corporation any right, license, shop right or privilege in,
                  to or regarding the "OSD" other than as specifically provided
                  in this Agreement.

            (c)   To the best knowledge of Popovich no other device similar to
                  the "OSD" has been produced or developed and the "OSD" is
                  original to Popovich and patentable.

      5.    NMMI OBLIGATIONS. During the period of this Agreement NMMI shall
            diligently pursue the funding, marketing, partnering, and licensing
            of the "OSD" to provide for the development of useful and profitable
            products. NMMI will receive and hold in confidence all information
            and assistance required by this Agreement and take all reasonable
            measures to prevent disclosure of confidential information of
            others.

      6.    NMMI TERMINATION OBLIGATIONS. If, for any reason, this Agreement is
            terminated prior to its natural expiration, the duties of NMMI shall
            be as follows:

            (a)   NMMI shall return promptly all writings submitted by Popovich
                  to NMMI.

            (b)   NMMI shall instruct its representatives to hold in confidence
                  all information received from Popovich until such information
                  is available to the public generally or to its competitors.

            (c)   NMMI shall not continue to license "OSD" technology or
                  products. (d) NMMI shall pay Popovich all monies owed under
                  the terms of this agreement.

            (e)   The proprietary information given to NMMI as provided for in
                  this Agreement will not be used by NMMI, embodied in any of
                  its products, or exploited in any way by NMMI. The term
                  "proprietary information" means information, whether written
                  or oral, identified as proprietary and not generally available
                  to the public. The term shall not include:


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                  (i)   Information, which at the time of disclosure, had been
                        previously published.

                  (ii)  Information which is published after disclosure unless
                        such publication is a breach of this agreement.

                  (iii) Information which, prior to disclosure to NMMI, was
                        already in the possession of NMMI as evidence by written
                        records kept in the ordinary use course of business by
                        NMMI or by proof of actual use by NMMI.

                  (iv)  Information which, subsequent to disclosure, is obtained
                        by NMMI from a third person who is lawfully in
                        possession of such information and not in violation of
                        any contractual, legal or fiduciary obligation to
                        Popovich with respect to such information and does not
                        require NMMI to refrain from disclosing such information
                        to others.

      7.    POPOVICH TERMINATION OBLIGATIONS. If, for any reason, this Agreement
            is terminated prior to its natural expiration, Popovich shall be
            under no obligation to NMMI.

      8.    DESCRIPTION OF "OSD" TECHNOLOGY. The "OSD" is briefly described as
            an array of light emitting diodes (LEDs) placed periodically on a
            porous metal screen. The metal screen forms an X-Y grid of
            electrical conductors to provide power for LED operation. In
            addition, the screen serves to transfer heat from the LEDs to the
            local environment via fluid flow thru and along the screen and may
            act as a tensile structural element. The screen is composed of
            dielectrically coated metal wires that act as electrical, thermal,
            and structural conductors.

      9.    "OSD" COST SAVINGS TO LED INDUSTRY. It is anticipated "OSD" will
            result in a cost savings to the LED industry in the following
            manner:

            (a)   Manufacturing COSTS. Reel-to-reel processes (more akin to
                  printing) used to manufacture the screen and to place and bond
                  LEDs in "OSD" are innately less costly than the planar X-Y
                  processes used in past LED video displays.

            (b)   Material COSTS. "OSD" uses a woven metal wire screen instead
                  of the rigid planar printed circuit boards of past systems,
                  allowing great savings both in cost per pound and the fact
                  that much less weight of screen is required per unit area.

            (c)   Structure COSTS. "OSD" may be configured as a tensile
                  structure and tensile structures require much less material
                  than stiffness dependent structures.

            (d)   Storage, SHIPPING, HANDLING AND SETUP COSTS. OSD's lightweight
                  and ability to be rolled up offer significant saving in
                  storage, shipping, handling and setup.

            (e)   Life CYCLE COST. LED lifetime, brightness and efficiency
                  degrade with increasing LED junction temperature. "OSDs"
                  ability to dramatically reduce the junction to environment
                  thermal resistance means a lower junction temperature for any
                  given brightness thus allowing reduced operating cost and
                  increased durability.


      10.   ADDITIONAL ADVANTAGES AND CONVENIENCES OF "OSD". The following
            characteristics and properties of "OSD" add to it's overall
            advantages:

            (a)   Weight. "OSDs" weight per unit area is greatly reduced when
                  compared to past systems due in part to the weight difference
                  between screen and rigid circuit boards and in part to the
                  difference between packaged and bare LED die, but to a much

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                  larger extent when configured as a tensile structure due to
                  the dramatic weight difference between tensile stiffness
                  dependent structures.

            (b)   Volume. "OSDs" volume is minimized by its reduced thickness
                  and also by its ability to be rolled up for storage, shipping
                  and handling.

            (c)   Resolution. "OSD" may have much higher resolution than past
                  systems due to its use of bare LEDs which have 1/30th the
                  projected area of a T1 3/4 (5mm) package and because of
                  greatly improved heat transport which allows for closer pixel
                  spacing without overheating.

            (d)   Brightness. "OSD" can provide greatly increased brightness by
                  closer pixel spacing and by a dramatically improved heat
                  transport scheme.

            (e)   "OSD" PRODUCTS. "OSD" products include fixed and mobile
                  large-scale video displays and large screen televisions for
                  commercial or residential use. An example of a completely new
                  product made possible by this technology is "Nightwatch".

            (f)   "NIGHTWATCH" Television screens are typically vertically
                  oriented to accommodate standing or sitting viewers. But we
                  also like to watch television while in bed and supine would be
                  best accommodated by a ceiling mounted horizontally oriented
                  video display. The weight and depth of conventional
                  televisions makes this a difficult proposition. "OSD" makes
                  this a compelling product to develop.

      11.   PROOF OF CONCEPT DEVELOPMENT PROGRAM. NMMI will provide funding for
            a 60-day program to develop a proof-of-concept prototype "OSD" video
            display. Popovich will manufacture a prototype array at least 2
            inches by 2 inches in size with a minimum of 50 pixels per square
            inch with each pixel containing 1 red, 1 green, and 1 blue light
            emitting diode. The display will be configured to allow mating to an
            existing video display control systems. In addition, Popovich will
            file a provisional U.S. patent application for the "OSD" technology
            during the course of the development program.

      12.   FUNDING. In consideration for the privileges and obligations of this
            agreement and for the development of a proof-of-concept
            demonstrator, NMMI agrees to pay to Popovich the sum of one hundred
            thousand dollars ($100,000) as follows:

            (a)   $50,000 at start of the project and (b) $50,000 30 days
                  thereafter. This payment shall not reduce or affect the
                  payments due to Popovich under the license agreement referred
                  to in Paragraph 15.

      13.   INTELLECTUAL PROPERTY MONOPOLIES. Popovich will be responsible for
            securing intellectual property monopolies including provisional
            patent applications, utility patent applications, copyrights and
            trademarks in the United States and other nations as agreed upon
            between NMMI and Popovich (hereafter referred to as "Patent
            Rights"). These costs are to be borne by NMMI and charged against
            revenues accruing from "OSD" technology before distribution of funds
            to NMMI and Popovich. Popovich will receive $200/hour for these
            efforts. After the initial ten hours, Popovich shall first get
            pre-approval from BMMI before devoting any additional time to
            securing Patent Rights.

      14.   LICENSE. Popovich grants to NMMI the exclusive license in "OSD"
            technology for direct view LED video displays with the diagonal
            measurement greater than 30 inches for all purposes, including, but

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            not limited to, the funding, marketing, partnering and sub-licensing
            of the "OSD" to provide for the development of useful and profitable
            products.

      15.   REVENUE DISTRIBUTION. Revenues accruing to NMMI from "OSD"
            technology will be distributed as follows: 75% to NMMI and 25% to
            Popovich with a minimum due Popovich of $50,000.00 during the first
            year of the contract and $100,000.00 for the second year of the
            contract and $250,000.00 each year thereafter. Monies due Popovich
            are to be paid quarterly within 30 days of the end of quarter,
            starting after prototype is completed. NMMI grants to Popovich or
            his agents or assigns reasonable access to its business records for
            the purpose of determining relationships and revenues related to
            "OSD".

      16.   DEFAULT. NMMI will be in default of this agreement if it fails to
            pay Popovich monies owed in accordance with this agreement within 30
            days of their due date. Popovich then has the right to rescind the
            agreement and/or to enter into agreements with other parties.

      17.   GENERAL PROVISIONS.

            (a)   The laws of the State of Florida shall govern this Agreement.
                  This Agreement represents the entire Agreement between the
                  parties with respect to this subject and may be modified or
                  amended only in writing and signed by all parties.

            (b)   Any notice, demand or request required or permitted to be
                  given by the parties hereto pursuant to the terms of this
                  Agreement shall be in writing and shall be deemed given when
                  delivered personally or deposited in the U.S. mail, First
                  Class with postage prepaid and addressed to the parties at the
                  addresses of the parties et forth herein or such other address
                  as a part may notify the others in writing.

            (c)   The rights and obligations of the parties to this Agreement
                  may only be assigned with the prior written consent of the
                  other party to this Agreement.

            (d)   Any party's failure to enforce any provision or provisions of
                  this Agreement shall not in any way be construed as a waiver
                  of any such provision or provisions, nor prevent that party
                  thereafter from enforcing each and every other provision of
                  this Agreement. The rights granted both parties herein are
                  cumulative and shall not constitute a waiver of any party's
                  right to assert all other legal remedies available to such
                  party under the circumstances.

            (e)   Each of the parties to this Agreement aggress upon request to
                  execute any further documents or instruments necessary or
                  desirable to carry out the purpose or intent of this
                  Agreement.

            (f)   This Agreement may be executed in separate counterparts, each
                  of which is deemed to be an original and all of which taken
                  together constitute one and the same agreement.

            (g)   Except as otherwise provided herein, this Agreement shall bind
                  and inure to the benefit of and be enforceable by the parties
                  and their respective successors and assigns.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
as stated below.

New Millennium Media International, Inc.


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By _______________________________             Dated this 23rd day of July 2001
   John "JT" Thatch, President/CEO



John Popovich, individually




______________________________                 Dated this 23rd day of July 2001
       John Popovich