EXHIBIT 10.4
               LETTER AGREEMENT BETWEEN THE REGISTRANT AND JOHN
                        POPOVICH, DATED JANUARY 15, 2004


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                  [Logo of New Millennium Media International]

                                      NMMI
                       NEW MILLENNIUM MEDIA INTERNATIONAL

                                January 15, 2004

John Popovich
130 South Cedros Avenue #170
Solana Beach, CA 92075
Fax; 858-259-3829


      RE:  Letter Agreement Between New Millennium Media International, Inc.
           and John Popovich

Dear Mr. Popovich:

      This Letter Agreement (the "Letter Agreement") is entered into on this
16th day of January, 2004 between New Millennium Media International, Inc.
("NMMI") and John Popovich ("Popovich") (collectively referred to herein as the
"Parties").

      WHEREAS, Popovich's assignment (the "Assignment") of all of his right,
title and interest in the revenue of OnScreen Large Scale Video Display ("OSD"),
which equals twenty five percent (25%) of the total revenue of OSD and includes
certain payments (the "Payments") due to Popovich pursuant to the Contract and
License Agreement between NMMI and Popovich dated July 23, 2001 (the "license
Agreement") (attached hereto as Exhibit A) (the "Popovich Interest"), only
becomes valid upon Fusion Three, LLC's ("F3") satisfaction of all payment
obligations as set forth in paragraphs 2 and 3 of the Option to Purchase
Contract Rights between F3 and Popovich, dated July 16, 2003 (the "Option
Contract") (attached hereto as Exhibit B);

      WHEREAS, F3 never satisfied the obligations set forth in paragraphs 2 and
3 of the Option Contract; therefore the Assignment, as embodied in Exhibit B to
the Option Contract, is invalid;

      WHEREAS, in order to exercise the option, F3 is required to pay five
hundred thousand dollars ($500,000) (the "Assignment Purchase Price"), which
includes the option fee (the "Option Fee") of one hundred thousand dollars
($100,000), which has previously been paid, leaving a remaining balance of four
hundred thousand dollars ($400,000) owing and required to be paid in order to
exercise the option pursuant to paragraphs 2 and 3 of the Option Contract (the
"Assignment Conditions");

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      WHEREAS, F3's option exercise period commenced at 12:01 am Eastern
Standard Time on August 1, 2003 and shall terminate at 12:00 am Eastern Standard
Time on April 30, 2004 (the "Option Period"), as set forth in paragraph 2 of the
Option Contract; and

      WHEREAS, NMMI is able to terminate F3's option to purchase the Popovich
Interest (the "F3 Option") pursuant to paragraph 8 of the Option Contract;

      NOW, THEREFORE, in recognition of the above and for other good and
valuable consideration, the Parties do freely, willingly, and upon the advice
and consent of counsel, enter into this Letter Agreement, and stipulate,
covenant, warrant, and agree as follows:

      1. Option Period Consent Required. The NMMI Acceptance of Contractual
Assignment between NMMI, F3, and Popovich, dated July 11, 2003 (attached hereto
as Exhibit C), is understood by the Parties to address paragraph 17(c) of the
License Agreement, and it is further understood by the Parties that there would
be a separate consent required for any assignment of an interest during the
Option Period, and if at any time during the Option Period it became apparent
that NMMI is unable or unwilling to consent to the Assignment, the F3 Option
shall terminate.

      2. Unwilling and Unable to Consent. NMMI is now unable and unwilling to
consent to the Assignment, pursuant to paragraph 8 of the Option Contract;
accordingly, as of this date, the Option Period now terminates.

      3. Popovich Recognition. Popovich recognizes that this Letter Agreement
serves as notice to him that NMMI is unable and unwilling to consent to the
Assignment and that F3 never satisfied the Assignment Conditions. Therefore,
Popovich recognizes that the F3 Option is terminated and that he is free to sell
or assign the Popovich Interest to NMMI.

      4. F3 Nonpayment. Since the validity of the Assignment is subject to
payment in full by F3, and the F3 Option can only be exercised upon the payment
of the Assignment Purchase Price, neither of which has been satisfied, Popovich
agrees to sell the Popovich Interest to NMMI. Popovich is able to sell the
Popovich Interest per the terms of the License Agreement.

      5. Consideration/Purchase Price. In consideration of the transfer by
Popovich of the Popovich Interest to NMMI, NMMI shall pay to Popovich four
hundred thousand dollars ($400,000) on or before March 31, 2004.

      6. Consistent With Option Contract and License Agreement. This Letter
Agreement is consistent with the intent and purpose of the Option Contract and
License Agreement, and it is agreed and understood by the Parties that F3 has
not exercised the F3 Option, and has no obligation to do so, pursuant to
paragraph 10 of the Option Contract.

      7. Non-Disclosure and Confidentiality. The Parties agree that this Letter
Agreement is of a confidential nature and its contents are considered
confidential information (the "Confidential Information"). The Parties agree
that they shall not disclose, copy, or otherwise distribute this Letter
Agreement or the Confidential Information to any person for any reason

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whatsoever, or use such Confidential Information without the prior written
authorization of NMMI, unless such Confidential Information is in the public
domain through no fault of NMMI or except as may be required by law.

      8. Miscellaneous.

            8.1. Waiver. No waiver of any of the provisions of this Letter
      Agreement shall be valid unless in writing, signed by the party against
      whom such waiver is sought to be enforced, nor shall failure to enforce
      any right hereunder constitute a continuing waiver of these same or a
      waiver of any other right hereunder.

            8.2. Amendments. All amendments of this Letter Agreement shall be
      made in writing, signed by the Parties, and no oral amendment shall be
      binding on the Parties.

            8.3. Integration. This Letter Agreement constitutes the entire
      agreement between the Parties relating to the subject matter hereto and
      supersedes and cancels any other prior oral and/or written agreements or
      understandings of the Parties in connection with such subject matter.

            8.4. Severability. The enforceability or invalidity of any provision
      or provisions of this Letter Agreement shall not render any other
      provision of provisions hereof unenforceable or invalid. If any one or
      more of the provisions of this Letter Agreement shall for any reason be
      excessively broad as to duration, scope, activity or subject, it shall be
      construed by reducing such provisions, so as to be enforceable to the
      extent compatible with applicable law.

            8.5. Headings. The headings or titles in this Letter Agreement are
      for the purpose of reference only and shall not in any way affect the
      interpretation or construction of this Letter Agreement.

            8.6. Governing Law. This Letter Agreement will be governed by the
      laws of the State of Florida. Any disputes arising out of or from this
      Letter Agreement shall be submitted to binding arbitration for resolution
      in Clearwater, Florida.

            8.7. Attorney's Fees. In the event of litigation to enforce this
      Letter Agreement, the prevailing party will be entitled to recover its
      reasonable attorneys' fees as determined by the court.

            8.8. Notices. All notices given under this Letter Agreement shall be
      in writing and shall be deemed given or made when delivered by courier, by
      facsimile or other similar form of wire or wireless communication sent to
      the Parties' addresses or facsimile numbers, or if mailed, five (5) days
      after mailing by first class mail, potage prepaid, as follows:

            If to NMMI:            As set forth on the signature page hereto.

            If to the Popovich:    As set forth on the signature page hereto.

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            With a copy to:        David M. Otto
                                   The Otto Law Group, PLLC
                                   900 Fourth Ave., Suite 3140
                                   Seattle, WA 98164

                  8.9. Counterparts. This Letter Agreement may be executed in
            one or more counterparts, and each counterpart shall have the same
            force and effect as an original and shall constitute an effective,
            binding agreement on the part of each of the undersigned. Facsimile
            signatures are effective.

                  8.10. Successors and Assigns. This Letter Agreement will be
            binding upon and inure to the benefit of the Parties, their heirs,
            successors, and its assigns.

                  8.11. Effective Date. This Letter Agreement is effective upon
            its execution by all of the Parties.

                  8.12. Construction. Whenever the singular number is used in
            this Letter Agreement and when required by the context, the same
            shall include the plural and vice versa, and the masculine gender
            shall include the feminine and neuter genders and vice versa.

                  8.13. Headings. The headings in this Letter Agreement are
            inserted for convenience only and shall not affect the
            interpretations of this Letter Agreement.

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      IN WITNESS WHEREOF, the Parties hereto hereby execute this Letter
Agreement as of the date first set forth above.


JOHN POPOVICH ("POPOVICH")




/s/ John Popovich
--------------------------------------------
NAME:

ADDRESS:

130 South Cedros Avenue #170
Solana Beach, CA 92075
Fax; 858-259-3829



NEW MILLENNIUM MEDIA INTERNATIONAL, INC. ("NMMI")


/s/ John Thatch
--------------------------------------------
NAME:   JOHN THATCH
TITLE:  PRESIDENT

ADDRESS:

200 9th Ave No.
#210
Safety Harbor, FL 34695

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