EXHIBIT 10.3
                     AGREEMENT BY AND AMONG THE REGISTRANT,
                      JOHN POPOVICH AND FUSION THREE, LLC,
                             DATED JANUARY 14, 2004


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                                    Agreement
                    New Millennium Media International, Inc.
                                Fusion Three, LLC
                                  John Popovich

This Agreement is made and entered into this 14th day of January 2004 by and
among New Millennium Media International, Inc., 200 9th Avenue North, Suite 210,
Safety Harbor, Florida 34695, (727) 797-6664 (hereafter "NMMI"), Fusion Three,
LLC, 3837 Northdale Boulevard , Suite 194, Tampa, Florida 33624 (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.

WHEREAS, NMMI entered into a contract with John Popovich relating to the On
Screen technology dated July 23, 2001 (hereafter referred to as the "John
Popovich Contract");

WHEREAS, NMMI and Fusion Three entered into contract dated August 28, 2002 and
an Agreement to said contract relating to the NMMI On Screen technology
(hereafter the "Fusion Three Contract");

WHEREAS, The John Popovich Contract in paragraph 15 provides for payment to
Popovich for the On Screen technology in pertinent part as follows: "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 25,000.00 for each year thereafter";

WHEREAS, Popovich assigned/conveyed to Fusion Three certain rights and
privileges relating to the John Popovich Contract including the right to receive
the annual $250,000 payment, the first of which was agreed by Fusion Three to be
paid by Fusion Three to Popovich upon receipt by Fusion Three from NMMI;

WHEREAS, Popovich has agreed to receive $175,000 in lieu of his entitlement to
the $250,000 annual payment;

WHEREAS, because of the assignment by Popovich to Fusion Three of the right to
receive said annual payment at the reduced amount, it is necessary for Fusion
Three to consent to the reduced amount.

                                   WITNESSETH

FOR AND IN CONSIDERATION of the promises, covenants and conditions contained
herein, ten dollars and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto intending to
legally bound, agree as follows:

      1.    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.    John Popovich agrees to accept $175,000 in lieu of $250,000 as
            payment in full of the 2004 annual royalty payment required in
            paragraph 15 of the July 23, 2001 John Popovich Contract. Payment
            must be made by NMMI wire transfer to John Popovich specified bank
            account on or before January 16th 2004 to validate Agreement.


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      3.    Fusion Three consents to and agrees that the $175,000 payment to
            Popovich as described above satisfied any and all contractual
            obligation of NMMI relating to the 2004 annual royalty payment
            required in paragraph 15 of the July 23, 2001 John Popovich
            Contract.

      4.    Except for this modification, the contractual privileges, rights and
            obligations among the parties named herein shall remain unchanged by
            this document.

      5.    General Provisions.

            (a)   This Agreement shall be constructed in accordance with the law
                  of the State of Florida.

            (b)   Times is of the essence in this Agreement

            (c)   This Agreement may be modified or amended only in writing
                  signed by all parties.

            (d)   Each of the parties to this Agreement agrees upon request to
                  execute any future documents or instruments necessary or
                  desirable to carry out the purpose or intent of this
                  Agreement, provided that no additional obligations or costs
                  shall be incurred as a result of such document or instrument.

            (e)   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.

            (f)   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 and any person or
                  entity acquiring, whether by merger, consolidations, purchase
                  of assets or otherwise, all or substantially all of the
                  party's assets and business.

            (g)   Each person signing this Agreement on behalf of the parties
                  hereto represents that he has full and proper legal authority
                  to bind the entity for which he signed this Agreement and that
                  the said entity is fully bound by the terms of this Agreement.

            (h)   The terms of this Agreement are irrevocable and may be changed
                  or modified only with the express written consent of all
                  parties to this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.

New Millennium Media International, Inc.

By: /s/ John "JT" Thatch                  Dated this 15th day of January 2004.
    ------------------------------------
    John "JT" Thatch, President/CEO

Fusion Three, LLC

/s/ Steve Velte                           Dated this __th day of January 2004.
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    Steve Velte, Manager

/s/ John Popovich                         Dated this 14th day of January 2004.
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    John Popovich