Scientific  Agreement  by  and  between  New Medium Enterprises, Inc. and LaDis.



London,  UK
August  1,  2005

     Customer:  "New Medium Enterprises, Inc.", US public company referred to as
     "NME" in the person of its CEO Mahesh Jayanarayan, acting on the grounds of
     the  Statute,  on  one  part,  and

     Technology  Contractor  or  Executer: "LaDIS" Ltd., Ukraine, referred to as
     "LaDIS" in the person of the General Manager Anatoliy Dovhan, acting on the
     grounds  of  the Statute and the Articles of Incorporation of "LaDIS" Ltd.,
     on  the  other  part,

Parties  agree  to  the  following:

Section  1.

Subject  of  the  Contract

1.1. NME  shall  request  and  LaDIS  shall conduct the following scientific and
     design  research  and technological works connected with systems of optical
     memory,  researching  of Drives for EVD-VMD disks (4x4,7GB; NA = 0,65; WD =
     0,6  mm; Bit Rate   40 Mbps; 1-4 layers disc VMD). The work has started and
     the  first  report was submitted to NME. Preliminary duration of works is 6
     months  from  the  date  of  signing  of  this  contract  .

1.2. The  results of completed scientific design research and technological work
     shall  be  property  of  NME  only.

1.3. NME shall request and LaDIS shall build 3 fully working VMD drives based on
     Pioneer  109  model.  NME  will  provide LaDIS with the necessary drives (6
     drives)  for this work. The approximate duration of this work is two months
     from  the  date  when LaDIS will receive from NME the necessary Pioneer 109
     models  and other necessary spare parts (electronic Boards from Pioneer ROM
     115).
1.4.
     NME  shall  request  and  LaDIS  will  conclude  the work for adaptation of
     Decoder  Board  into  2 VMD drives. This work is subject to availability of
     Decoder  Boards from Exatel. The approximate duration of this work is until
     November  1,  2005.

1.5. LaDIS has started the work on the development of EVD/VMD drive suitable for
     reading  4  layer  VMD. LaDIS will most actively continue these works. This
     will  be the main priority of works by LaDIS for NME. It will be taken into
     account that the progress made by LaDIS in the development of EVD/VMD drive
     will  require an acive cooperation with the Chinese company Beijing E-World
     Technology.

1.6. The  schedule  of works as defined in 1.3-1.5 will be tightened and finally
     defined  by  October  15,  2005.

1.7. Detailed  Specification  of  individual tasks performed under this Contract
     and  costing  of  every task should be determined by parties in addition to
     this  Contract  and  such  additions will be the Contract's integral parts.


Section  2.

Price,  currency,  procedure  of  settlements  and general value of the Contract

2.1.  US  dollars  (USD)  are  the  currency  of  the  present  Contract as well
as
     settlement  currency.

2.2. The  total  value of the Contract is set to $17,000 per month. The contract
     duration presently is three months starting from Aug 1st, 2005. After three
     months the contract is reviewed and the tasks and milestones of the Service
     contract  are  re-evaluated  and  the  schedule  of  works  tightened.

2.3  Upon  execution  of  this  Agreement, NME shall pay LaDIS its first monthly
     instalment  as  state  d  in  paragraph  2.2.

Section  3.
The  Procedure  of  Acceptance  and  Delivery  of  Work

3.1. LaDIS  will  report  in English, directly to each of the members of the NME
     Management  (CEO,  Mahesh  Jayanarayan;  CTO, Eugene Levich; COO, Alexander
     Bolker-Hagerty;  CFO,  once  appointed).  LaDIS  shall have the affirmative
     obligation  to  report  to  NME  in  writing on a weekly basis and upon the
     completion  of  each  respective phase of work and the total scope of work,
     whereupon the parties (LaDIS and NME) shall both be required to execute two
     copies  of  a  Bilateral  Acceptance  and Delivery Report. The reports will
     first  be  sent  to  the CTO of NME for his approval and acceptance, before
     LaDIS  sends  it  according  to  the  first  sentence  in  section  3.1.

3.2.  The  Bilateral  and  Acceptance  reports  as  referred to in paragraph 3.1
     may  be  signed  in counterparts and a facsimile of any notarized execution
     shall  have  the  same  force  and  effect  as  an  original.

Section  4.
Confidentiality  of  Information:

4.1  Any  information  and  results  of  a  confidential  nature  that LaDIS has
     received  and  developed in the course of its past, present and future work
     for  NME,,  that  including,  but  not limited to, technical data, computer
     programs,  source  codes,  test  and  analysis  data, business information,
     inventions,  technology and Customer information, whether in a written form
     or  orally,  acquired  by  LaDIS  from, or otherwise disclosed to it by NME
     concerning  the Services (and R&D Services, if applicable), or the business
     or  technology  of NME, including all Proprietary Assets (as defined below)
     ("Confidential  Information")  is,  and shall be, the property of NME , and
     shall  be  maintained in confidence and not used by LaDIS and anyone acting
     on  its  behalf  without  the  express  written  consent  of  NME.

4.2  LaDIS  and  the  Relevant  Support  shall  not disclose such information to
     others  or  use  such information, other than in the framework of providing
     the  Services or as may otherwise be agreed by NME . LaDIS and the Relevant
     Support  shall  treat  such  information  with  the same care as they would
     exercise  in  the  handling  of  their  own  confidential  or  proprietary
     information,  but  in  no  event  less  than  reasonable  care.


4.3  Upon  termination  or  cancellation of this Agreement for any reason, LaDIS
     immediately  shall  return  all  Confidential  Information  to  NME
     notwithstanding the foregoing, Confidential Information shall not be deemed
     to  include  information  that  (1)  is publicly available or in the public
     domain  at  the  time  disclosed;  (2)  is or becomes publicly available or
     enters  the  public domain through no fault of LaDIS; or 3) is approved for
     release  or  disclosure by NME without restriction.Confidential Information
     shall  not  be deemed to include information that (1) is publicly available
     or  in  the  public  domain  at  the  time  disclosed.

Section  5

Ownership  of  Work  Product

5.1  LaDIS  agrees and declares that all Confidential Information, work product,
     proprietary  information, inventions, patents, copyrights, and other rights
     in  connection  therewith,  originated, conceived, written or made by LaDIS
     independently,  or  jointly  with others, in the framework of rendering the
     Services  and  the  R&D  Services  during  the  term of this Agreement (the
     "Proprietary Assets"), regardless of whether such were made or acquired (i)
     during  business  hours;  (ii)  at  the  premises  of  NME;  (ii)  with the
     assistance of material supplied by NME; or (iv) at the request of NME shall
     be  wholly  owned by NME and the latter shall be entitled to deal therewith
     as  it  desires.

5.2  LaDIS  hereby  assigns  to  NME  by way of future assignment to NME all the
     Proprietary  Assets.  All  original  works  of authorship which are made by
     LaDIS  (solely  or  jointly with others) within the scope of this Agreement
     and which may be protected by copyrights are "works made for hire," as that
     term  is defined in the United States Copyrights and Patents Act as of this
     date,  and  to  which  NME  has  all  right,  title  and  interest.

5.3  Upon  request, LaDIS will execute any instrument required to vest in NME or
     its  designees  complete  title  to and ownership in any Proprietary Asset.
     LaDIS  will,  at  the  request  of NME, execute any necessary instrument to
     obtain  legal  for  the  Proprietary Assets and for the purposes of vesting
     title  thereto  in  NME  or  its  designees,  all at the expense of NME and
     without any additional compensation of any kind to LaDIS. LaDIS irrevocably
     appoints  NME  as its attorney in its name and on its behalf to execute all
     documents  and  do  all things required in order to give full effect to the
     provisions  of  this  Section.

5.4  LaDIS  shall  not  use  any of the Proprietary Assets for any purpose other
     than  the  provision of the Services (or R&D Services, if applicable) under
     this  Agreement.


5.5  Sections  5.1, 5.2, 5.3 and 5.4 shall remain in full force and effect after
     termination  or  expiration  of  this  Agreement  or  any  renewal thereof.

Section  6
Expenses

6.1  LaDIS shall pay all of its expenses in connection with its provision of the
     Services,  out of the budget allocation that will be provided in accordance
     to Section 2 (see Appendix 1 attached herewith), which may be adjusted from
     time  to  time by agreement between the parties in accordance to prevailing
     budgetary  considerations  and  requirements  of scientific services. LaDIS
     shall  not  be  entitled  to other reimbursement of expenses expended by it
     that  have  not  been specifically approved in writing between the parties.
     However  if  Services  require additional hardware & software and traveling
     expenses these should be communicated to NME and approved and will not be a
     art.

Section  7
Force-Majeure  Circumstances

7.1  The  Parties  have  agreed that in case of force-majeure circumstances, the
     Parties  are  excused  from performing in accordance with this Contract for
     the  period  of  duration  of  the  above  mentioned  factors.


7.2  The  sufficient proof of Force-majeure conditions is provided by a document
     issued  by  the Chamber of Commerce and Industry of the respective country.

Section  8
Sanctions  and  Reclamations

8.1  The  Parties  have  agreed  that in case of overdue payment of the currency
     proceeds  for  the  delivered  work,  services,  research production NME is
     liable to a fine, which he shall pay LaDIS in the amount of 0,3 (zero point
     three)  per  cent  of  the  arrears  amount  of payment for each day of the
     overdue.  Fines  begin  from the day which is next after 60-th day from the
     moment  of  transferring  of  the  results  of  works.

Section  9
Arbitration

9.1  All  disputes  and  contradictions  that  may  arise concerning the present
     Contract or regarding it are settled by the Parties by way of negotiations.


9.2  In  case  that  amicable  resolution  is  not  achieved by the Parties then
     disputes  and  contradictions  are  submitted  for the consideration of the
     International  Commerce  Arbitration  Court  of the Chamber of Commerce and
     Industry  of  Ukraine  in Kiev or in Arbitration Court of New York, USA, as
     demanded  by  an  aggrieved  party.


Section  10
Other  conditions

10.1 All  changes  and amendments to the present Contract are valid if signed by
     both  Parties. The contract comes into effect upon its signing, and remains
     in  effect  until  completion  of  said  program  as  per  section  1.

10.2 The  present  Contract  is drawn up in two copies, one copy for each Party,
     all  copies  have  equal  legal  force.

10.3 Facsimile  copies  of  the  present  Contract  with amendments, annexes and
     specifications  have  the  legal  force  of  the  original.

Section  11

LaDIS  Employees  to  work  full  time  for  NME  under  this  Service


Serhiy  Milyutin,  Optical  design
Ihor  Senko,  Optical  engineering
Vitaliy  Tsukanov,  Disc  technology
Oleh  Oleksyuk,  Radiotechnic  engineering
Ihor  Puhach,  Microprogramming  control
V  l  dymyr  Vasylyshyn,  Optic-mechanical  design
Mykhaylo  Drobot,  optoelectronics
Orest  Didyk,  Servosystems  and  Laser  technics
Ihor  Azarov,  Programming
Denys  Shmyhal,  Book-keeper  (50%  of  time)



Section  12.

Legal  Addresses  of  the  Parties

"LaDIS  Ltd",
Id  No.  3  0  5  3  8  6  9  2
Legal  address:  79060,  Ukraine,
L`viv-60,  3  Naukova  Str.
Tel.:  +380  (322)  40-97-55
Mailing  address:  79060,  Ukraine,
L`viv-60,  p/o  box  2682
Bank  requisites:
Currency  account  No.  260040060857
State  Export-Import  Bank  of  Ukraine,  Affiliation  in  L`viv
MFO  325718,
S.W.I.F.T.:  EXBSUAUXAXXX
Intermediary  Bank:
BANKERS  TRUST  COMPANY,
280  Park  Avenue,  New  York,
NY  10017,  USA
S.W.I.F.T.:  BKTRUS33
ACC.  0  4  0  9  4  2  2  7

New  Medium  Enterprises,  Inc.
195,  the  Vale
London  W3  7QS
United  Kingdom
Tel:  +44  208  7462018
Fax:  +44  208  749  8025

  Signatures  of  the  Parties

For  LaDIS:


_______________________
Anatoliy  Dovhan,  General  Manager




For  NME:

________________________
Mahesh  Jayanarayan,  CEO