EXHIBIT 4.6

Letter Agreement between NMMI and Swartz  Institutional  Finance relating to the
private placement of up to two million dollars of common stock.

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                                     SWARTZ
                             INSTITUTIONAL FINANCE

                      NEW MILLENIUM MEDIA INTERNATIONAL


LETTER OF AGREEMENT FOR A $2 MILLION PRIVATE PLACEMENT OF SECURITIES PURSUANT
                               TO REGULATION D


Company:        New Millenium Media International, Inc. ("New Millenium")

Placement       Dunwoody  Brokerage  Services,  Inc. d/b/a Swartz  Institutional
Agent:          Finance ("Swartz").

Offering:       $2 million of Equity Securities (the "Securities").  Swartz will
                act as a  non-exclusive  Placement Agent for the equity offering
                through the date of Settlement.

Securities      The placement  will be sold on a best efforts basis to qualified
Placement:      institutional   investors.   Swartz   agrees  to  introduce  New
                Millenium to  institutional  investors  and  strategic  partners
                which are qualified to purchase Private Placement Securities and
                which have a  pre-qualified  interest in a potential  investment
                into New Millenium.

Placement       Swartz  shall  act  as a  non-exclusive  Placement  Agent  for a
Period:         120-day  period  beginning  upon the date of  execution  of this
                Agreement  (the  "Placement  Period").  Swartz  shall  receive a
                Placement Fee (as defined below) during the Placement Period.

Terms of        Swartz will provide  assistance  and consult with New  Millenium
Securities:     in the agreed upon structure and terms of the Securities.

Placement       Swartz  shall  provide   complete  legal   documents  and  legal
Documents:      services to prepare all documents required for the placement.

Escrow:         Swartz  shall  provide  escrow  services   through  First  Union
                National Bank, Atlanta, Georgia.

Placement Fee:  A dollar amount equal to 7% of the aggregate  purchase  price of
                Securities placed,  plus an expense  re-allowance equal to 1% of
                the aggregate  purchase  price of all Securities  placed,  which
                covers  all  of  Swartz's   legal  and  brokerage   expenses  of
                placement. In addition, a Warrant to purchase a number of shares
                of common stock equal to 10% of the amount placed divided by the
                5 day average closing bid price prior to closing, exercisable at
                an exercise  price equal to the 5 day average  closing bid price
                prior to closing.

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Non-            Any potential  investor who Swartz arranges to have  discussions
Circumvention:  with New Millenium  whether or not such investor(s)  participate
                in the  offering(s)  contemplated  by this  Letter of  Agreement
                (collectively  referred  to as  "Swartz  Investors"),  shall  be
                considered,  for  purposes of this  Agreement,  the  property of
                Swartz.  In the event that New  Millenium  accepts an investment
                from a Swartz Investor in a private placement for a period of 36
                months from the date hereof,  without the prior written approval
                of Swartz, New Millenium agrees to pay to Swartz a fee as stated
                above,  at  the  time  of  closing.  If  a  Swartz  Investor  is
                introduced  to New  Millenium  but fails to  participate  in the
                Private Placement  referenced  herein, New Millenium agrees that
                if it accepts an investment  from such Investor  within a period
                of 12 months from the date hereof,  New Millenium  agrees to pay
                to Swartz a fee as stated  above at the time of  accepting  such
                investment.

Warrants        Warrants  referenced  herein shall have  piggyback  registration
Referenced      rights,  reset provisions,  shall have anti-dilution  provisions
in this         following any reverse stock splits and shall have a 5-year term.
Agreement

DUNWOODY BROKERAGE SERVICES, INC.        NEW MILLENIUM MEDIA INTERNATIONAL, INC.

By:________________________________      By:__________________________________
Robert Hopkins, President                Print Name:__________________________
Date:______________________________      Title: ______________________________
                                         Date: _______________________________

SWARTZ INSTITUTIONAL FINANCE

By: _______________________________
Eric Swartz, OSJ
Date: ___________________________________