EXHIBIT 10.2

Agreement  of  Merger  effective  April  30,  1998  between  Progressive  Mailer
Corporation and NMMI in which NMMI was the survivor corporation.

<PAGE>

                               ARTICLES OF MERGER
                               ------------------

     Pursuant to the provisions of the Colorado  Business  Corporation  Act, the
undersigned corporations adopt the following Articles of Merger:

     FIRST:  Annexed  hereto and made a part hereof is the Agreement and Plan of
Merger  regarding  the merger of  Progressive  Mailer  Corp.,  a Florida  profit
corporation, with and into New Millennium Media International,  Inc., a Colorado
profit  corporation   (collectively,   the  "Constituent   Corporations").   New
Millennium  Media  International,   Inc.  shall  be  the  surviving  corporation
subsequent to the merger.

     SECOND:  The shareholders of Progressive  Media Corp. were required to vote
for approval of the  Agreement  and Plan of Merger and the number of shares cast
for the  Agreement  and Plan of Merger by each  voting  group  entitled  to vote
separately on the merger was  sufficient  for approval by that voting group.  In
that there are no shares  outstanding  of New  Millennium  Media  International,
Inc., shareholder approval of the Agreement and Plan of Merger was not required.

     THIRD:  The merger  shall  become  effective  upon the close of business on
April 30, 1998.

     IN WITNESS WHEREOF, the undersigned Constituent Corporations, through their
respective Presidents,  duly executes the above and foregoing Articles of Merger
as of this 28th day of April, 1998.

                                        NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                                        (a Colorado corporation)

                                        By: /s/ Troy H. Lowrie
                                            ------------------------------------
                                            Troy H. Lowrie, President

                                        PROGRESSIVE MAILER CORP.
                                        (a Florida corporation)

                                        By: /s/ Troy H. Lowrie
                                            ------------------------------------
                                            Troy H. Lowrie, President

<PAGE>

                          AGREEMENT AND PLAN OF MERGER

     AGREEMENT  AND PLAN OF MERGER  made April 27, 1998  between New  Millennium
Media  International,  Inc.  ("New.  Millennium"),  a corporation  organized and
existing under the laws of the State of Colorado,  and Progressive  Mailer Corp.
("Progressive"),  a  corporation  organized  and existing  under the laws of the
State of  Florida,  being  sometimes  referred  to  herein  as the  "Constituent
Corporations."

     WHEREAS, Progressive's business operations are conducted from its principal
office  which is located in Denver,  Colorado  and,  consequently,  the Board of
Directors  of  Progressive  deems  it  advisable  for  the  general  welfare  of
Progressive  and its  shareholders  that it change  its state of  domicile  from
Florida to Colorado; and

     WHEREAS, New Millennium is a Colorado corporation which was recently formed
to consummate a merger of  Progressive  into New Millennium to effect the change
in domicile of Progressive from Florida to Colorado;

     NOW, THEREFORE,  the Constituent  Corporations agree that Progressive shall
be  merged  with  and  into  New  Millennium  as the  surviving  corporation  in
accordance  with the applicable  laws of Florida and Colorado,  that the name of
the  surviving   corporation   shall  continue  to  be  New   Millennium   Media
International,   Inc.  (which  in  its  capacity  as  surviving  corporation  is
hereinafter  called  the  "Surviving  Corporation"),  and  that  the  terms  and
conditions  of the merger and the mode of carrying  it into  effect  shall be as
follows:

                            Section 1. Effective Date
                            -------------------------

     This merger  provided for in this  Agreement  shall become  effective  upon
execution and filing of Articles of Merger as provided by the laws of the States
of Florida and Colorado with the  Secretaries  of State of the States of Florida
and  Colorado.  However,  for all  accounting  purposes the effective day of the
merger  shall be as of the close of business  on April 30, 1998 (the  "Effective
Date").

                            Section 2. Governing Law
                            ------------------------

     The  Surviving  Corporation  shall be  governed by the laws of the State of
Colorado.

                      Section 3. Articles of Incorporation
                      ------------------------------------

     The Articles of  Incorporation  of New Millennium  shall be the Articles of
Incorporation  of the Surviving  Corporation  from and after the Effective Date,
subject  to the right of the  Surviving  Corporation  to amend its  Articles  of
Incorporation in accordance with the laws of the State of Colorado.

<PAGE>

                       Section 4. Manner Converting Shares
                       -----------------------------------

     4.1 Conversion.  The mode of carrying the merger into effect and the manner
and basis of converting the shares of  Progressive  into shares of the Surviving
Corporation are as follows:

          (1) Each  share of  Common  Stock,  $.001  par  value  per  share,  of
Progressive  ("Progressive Common Stock") which is issued and outstanding on the
Effective Date (other than shares owned by shareholders who have objected to the
merger and demanded  purchase of their shares in accordance  with the provisions
of Section 607.1320 of the Florida Business  Corporation Act and with respect to
which such demands shall not have been withdrawn with the consent of Progressive
and New  Millennium  ("Dissenting  Shares")  shall,  by virtue of the merger and
without  any action on the part of the holder  thereof,  be  converted  into one
share of Common  Stock,  $.001 par value,  of New  Millennium  ("New  Millennium
Common Stock").

          (2) Each  share of  Progressive  Common  Stock  which  is  issued  and
outstanding  and owned by Progressive on the Effective Date shall,  by virtue of
the merger and  without  any action on the part of  Progressive,  be retired and
cancelled.

          (3) As of the  date of this  agreement,  there  are no  shares  of New
Millennium  Common Stock issued and outstanding or held by New Millennium in its
treasury.

     4.2 Exchange of Certificates As promptly as practicable after the Effective
Date,  each holder of an  outstanding  certificate or  certificates  theretofore
representing  shares  of  Progressive  Common  Stock  (other  than  certificates
representing  Dissenting Shares) shall surrender the same to Interwest Transfer,
Inc., Salt Lake City, Utah ("Exchange  Agent"),  and shall receive in exchange a
certificate  or  certificates  representing  the  number  of full  shares of New
Millennium  Common  Stock  into  which the shares of  Progressive  Common  Stock
represented by the certificate or  certificates  so surrendered  shall have been
converted.

     4.3 Fractional  Shares.  Fractional  shares of New Millennium  Common Stock
shall not be issued.

     4.4  Unexchanged   Certificates   Until   surrendered,   each   outstanding
Certificate which, prior to the Effective Date,  represented  Progressive Common
Stock (other than certificates  representing  Dissenting Shares) shall be deemed
for all purposes, other than the payment of dividends or other distributions, to
evidence  ownership of the whole number of shares of New Millennium Common Stock
into which it was converted,  and no dividend or other  distribution  payable to
holders  of New  Millennium  Common  Stock  as of  any  date  subsequent  to the
Effective Date shall be paid to the holders of outstanding  certificates.  There
shall be paid to the  record  holders  of the  certificates  issued in  exchange
therefor  the  amount,   without  interest  thereon,   of  dividends  and  other
distributions  which would have been  payable  with respect to the shares of New
Millennium Common Stock represented thereby.

                                       2
<PAGE>

                    Section 5. Terms And Conditions Of Merger
                    -----------------------------------------

     The terms and conditions of the merger are as follows:

     5.1  Bylaws.  The  Bylaws  of New  Millennium  as they  shall  exist on the
Effective Date shall be and remain the bylaws of the Surviving Corporation until
the same shall be altered, amended and repealed as therein provided.

     5.2  Directors  and  Officers.  The directors and officers of the Surviving
Corporation   shall  continue  in  office  until  the  next  annual  meeting  of
shareholders and until their successors shall have been elected and qualified.

     5.3 Effect of Merger.  On the Effective  Date,  all the  property,  rights,
privileges,  franchises, patents, trademarks,  licenses, registrations and other
assets of every kind and  description  of Progressive  shall be transferred  to,
vested in and devolve on the Surviving  Corporation without further act or deed,
and all property,  rights, and every other interest of the Surviving Corporation
and  Progressive   shall  be  as  effectively  the  property  of  the  Surviving
Corporation  as  they  were  of  the  Surviving   Corporation  and  Progressive,
respectively. Progressive hereby agrees from time to time, as and when requested
by the Surviving  Corporation  or by its  successors or assigns,  to execute and
deliver or cause to be executed and delivered all such deeds and instruments and
to take or cause to be taken  such  further  or other  action  as the  Surviving
Corporation  may deem  necessary or desirable in order to vest in and confirm to
the Surviving Corporation title to and possession of any property of Progressive
acquired  or to be  acquired  by reason of or as a result of the  merger  herein
provided for and  otherwise to carry out the intent and purposes  hereof and the
proper  officers  and  directors  of  Progressive  and the proper  officers  and
directors  of the  Surviving  Corporation  are fully  authorized  in the name of
Progressive or otherwise to take any and all such action.

     5.4  Continuation of  Obligations.  All corporate  acts,  plans,  policies,
contracts, approvals and authorizations of Progressive, its shareholders,  board
of  directors,  committees  elected  or  appointed  by the  board of  directors,
officers and agents,  which were valid and  effective  immediately  prior to the
Effective  Date shall be taken for all  purposes as the acts,  plans,  policies,
contracts,  approvals and authorizations of the Surviving  Corporation and shall
be  as  effective  and  binding  thereon  as  the  same  were  with  respect  to
Progressive.  The  employees of  Progressive  shall become the  employees of the
Surviving  Corporation  and  continue  to be  entitled  to the same  rights  and
benefits  that they enjoyed as employees of  Progressive.  Any employee  plan or
agreement  of  Progressive  shall  be  adopted,  effective  and  binding  on the
Surviving Corporation as the same were with respect to Progressive.

     5.5 Designation of Agent for Service of Process. The Surviving  Corporation
hereby (1) agrees that it may be served with  process in the State of Florida in
any proceeding for the  enforcement of any obligation of Progressive  and in any
proceeding  for the  enforcement  of the rights of a dissenting  shareholder  of
Progressive;  (2)  irrevocably  appoints the  Secretary of State of the State of
Florida as its agent to accept service or process in any such  proceedings;  and
(3) agrees that

                                       3
<PAGE>

it will promptly pay to dissenting  shareholders of Progressive  the amount,  if
any,  to which  they  shall be  entitled  pursuant  to the laws of the  State of
Florida.

                      Section 6. Termination Or Abandonment
                      -------------------------------------

     Anything in this  Agreement or  elsewhere to the contrary  notwithstanding,
this  Agreement  may be  terminated  and  abandoned by the board of directors of
either Constituent  Corporation at any time prior to the date of filing Articles
of Merger with the Secretaries of State of Florida and Colorado.

                          Section 7. General Provisions
                          -----------------------------

     7.1 Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between   the  parties  and   supersedes   and  cancels  any  other   agreement,
representation,  or communication,  whether oral or written, between the parties
hereto relating to the  transactions  contemplated  herein or the subject matter
hereof.

     7.2 Headings.  The section and  subsection  headings in this  Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

     7.3 Governing  Law. This  Agreement  shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado.

     IN WITNESS  WHEREOF,  this  Agreement has been duly executed by the parties
hereto as of the day year first above written.

                                 NEW MILLENNIUM MEDIA INTERNATIONAL, INC.,
                                 a Colorado corporation

                                 By /s/ Troy H. Lowrie
                                    -----------------------------------------
                                    Troy H. Lowrie, President

                                 PROGRESSIVE MAILER CORP., a Florida corporation

                                 By /s/ Troy H. Lowrie
                                    -----------------------------------------
                                    Troy H. Lowrie, President

                                       4
<PAGE>

CT CORPORATION SYSTEM

660 East Jefferson Street
Tallahassee, FL 32301
Tel. 850 222 1092
Fax 850 222 7615

5-1-98

Ms. Kathy Waterman
Brenman Bromberg & Tenebaum PC
Mellon Financial Center
1775 Sherman Street, Suite 1001
Denver, CO 80203-4314

RE:  Progressive Mailer Corp.
     merging into:
     New Millennium Media International, Inc.
Order #: 1255521

Dear Ms. Waterman:

As instructed,  we enclose the following document(s),  as issued by the State of
Florida:

Evidence of Merger filed on 4/30/98

If you have any questions concerning this order, please contact Mary Janiszewski
in our Denver office. Thank you for this opportunity to be of service.

Very truly yours,

CT-Tallahassee

Enclosure(s)

Via: Federal Expess/Fax
/ms

Kathy Waterman
  303-830-8890

A CCH LEGAL INFORMATION SERVICES COMPANY

<PAGE>

                           FLORIDA DEPARTMENT OF STATE
                                Sandra B. Mortham
                               Secretary of State

May 1, 1998

C T CORPORATION SYSTEM

TALLAHASSEE, FL

The Articles of Merger were filed on April 30, 1998,  for NEW  MILLENNIUM  MEDIA
INTERNATIONAL,  INC.,  the  surviving  corporation  not  authorized  to transact
business in Florida.

Should you have any further questions regarding this matter, please feel free to
call (850) 487-6050, the Amendment Filing Section.

Cheryl Coulliette
Document Specialist
Division of Corporations                    Letter Number: 998A00023972

      Division of Corporations - P.O. Box 6327 - Tallahassee, Florida 32314

<PAGE>

                               ARTICLES OF MERGER
                               ------------------

     Pursuant to the  provisions of the Florida  Business  Corporation  Act, the
undersigned corporations adopt the following Articles of Merger:

     FIRST:  Annexed  hereto and made a part hereof is the Agreement and Plan of
Merger  regarding  the merger of  Progressive  Mailer  Corp.,  a Florida  profit
corporation, with and into New Millennium Media International,  Inc., a Colorado
profit  corporation   (collectively,   the  "Constituent   Corporations").   New
Millennium  Media  International,   Inc.  shall  be  the  surviving  corporation
subsequent to the merger.

     SECOND:  The merger  shall become  effective  upon the close of business on
April 30, 1998.

     THIRD:  In that there are no shares  outstanding  of New  Millennium  Media
International,  Inc.,  shareholder  approval of the Agreement and Plan of Merger
was not required.

     FOURTH: The Agreement and Plan of Merger was adopted by the shareholders of
Progressive  Media Corp. on April 28, 1998. The Agreement and Plan of Merger was
adopted by the Board of Directors of New Millennium Media International, Inc. on
April 21, 1998.

     IN WITNESS WHEREOF, the undersigned Constituent Corporations, through their
respective Presidents,  duly executes the above and foregoing Articles of Merger
as of this 28th day of April, 1998.

                                        PROGRESSIVE MAILER CORP.
                                        (a Florida corporation)

                                        By: /s/ Troy H. Lowrie
                                            ------------------------------------
                                            Troy H. Lowrie, President

                                        NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                                        (a Colorado corporation)

                                        By: /s/ Troy H. Lowrie
                                            ------------------------------------
                                            Troy H. Lowrie, President
<PAGE>

                          AGREEMENT AND PLAN OF MERGER

     AGREEMENT  AND PLAN OF MERGER  made April 27, 1998  between New  Millennium
Media  International,  Inc.  ("New  Millennium"),  a  corporation  organized and
existing under the laws of the State of Colorado,  and Progressive  Mailer Corp.
("Progressive"),  a  corporation  organized  and existing  under the laws of the
State of  Florida,  being  sometimes  referred  to  herein  as the  "Constituent
Corporations."

     WHEREAS, Progressive's business operations are conducted from its principal
office  which is located in Denver,  Colorado  and,  consequently,  the Board of
Directors  of  Progressive  deems  it  advisable  for  the  general  welfare  of
Progressive  and its  shareholders  that it change  its state of  domicile  from
Florida to Colorado; and

     WHEREAS, New Millennium is a Colorado corporation which was recently formed
to consummate a merger of  Progressive  into New Millennium to effect the change
in domicile of Progressive from Florida to Colorado;

     NOW, THEREFORE,  the Constituent  Corporations agree that Progressive shall
be  merged  with  and  into  New  Millennium  as the  surviving  corporation  in
accordance  with the applicable  laws of Florida and Colorado,  that the name of
the  surviving   corporation   shall  continue  to  be  New   Millennium   Media
International,   Inc.  (which  in  its  capacity  as  surviving  corporation  is
hereinafter  called  the  "Surviving  Corporation"),  and  that  the  terms  and
conditions  of the merger and the mode of carrying  it into  effect  shall be as
follows:

                            Section 1 Effective Date
                            ------------------------

     This merger  provided for in this  Agreement  shall become  effective  upon
execution and filing of Articles of Merger as provided by the laws of the States
of Florida and Colorado with the  Secretaries  of State of the States of Florida
and  Colorado.  However,  for all  accounting  purposes the effective day of the
merger  shall be as of the close of business  on April 30, 1998 (the  "Effective
Date").

                            Section 2. Governing Law
                            ------------------------

     The  Surviving  Corporation  shall be  governed by the laws of the State of
Colorado.

                       Section 3 Articles of Incorporation
                       -----------------------------------

     The Articles of  Incorporation  of New Millennium  shall be the Articles of
Incorporation  of the Surviving  Corporation  from and after the Effective Date,
subject  to the right of the  Surviving  Corporation  to amend its  Articles  of
Incorporation in accordance with the laws of the State of Colorado.

<PAGE>

                      Section 4 Manner of Converting Shares
                      -------------------------------------

     4.1 Conversion.  The mode of carrying the merger into effect and the manner
and basis of converting the shares of  Progressive  into shares of the Surviving
Corporation are as follows:

          (1) Each  share of  Common  Stock,  $.001  par  value  per  share,  of
Progressive  ("Progressive Common Stock") which is issued and outstanding on the
Effective Date (other than shares owned by shareholders who have objected to the
merger and demanded  purchase of their shares in accordance  with the provisions
of Section 607.1320 of the Florida Business  Corporation Act and with respect to
which such demands shall not have been withdrawn with the consent of Progressive
and New  Millennium  ("Dissenting  Shares")  shall,  by virtue of the merger and
without  any action on the part of the holder  thereof,  be  converted  into one
share of Common  Stock,  $.001 par value,  of New  Millennium  ("New  Millennium
Common Stock").

          (2) Each  share of  Progressive  Common  Stock  which  is  issued  and
outstanding  and owned by Progressive on the Effective Date shall,  by virtue of
the merger and  without  any action on the part of  Progressive,  be retired and
cancelled.

          (3) As of the  date of this  agreement,  there  are no  shares  of New
Millennium  Common Stock issued and outstanding or held by New Millennium in its
treasury.

     4.2 Exchange of Certificates As promptly as practicable after the Effective
Date,  each holder of an  outstanding  certificate or  certificates  theretofore
representing  shares  of  Progressive  Common  Stock  (other  than  certificates
representing  Dissenting Shares) shall surrender the same to Interwest Transfer,
Inc., Salt Lake City, Utah ("Exchange  Agent"),  and shall receive in exchange a
certificate  or  certificates  representing  the  number  of full  shares of New
Millennium  Common  Stock  into  which the shares of  Progressive  Common  Stock
represented by the certificate or  certificates  so surrendered  shall have been
converted.

     4.3 Fractional  Shares.  Fractional  shares of New Millennium  Common Stock
shall not be issued.

     4.4  Unexchanged   Certificates   Until   surrendered,   each   outstanding
certificate which, prior to the Effective Date,  represented  Progressive Common
Stock (other than certificates  representing  Dissenting Shares) shall be deemed
for all purposes, other than the payment of dividends or other distributions, to
evidence  ownership of the whole number of shares of New Millennium Common Stock
into which it was converted,  and no dividend or other  distribution  payable to
holders  of New  Millennium  Common  Stock  as of  any  date  subsequent  to the
Effective Date shall be paid to the holders of outstanding  certificates.  There
shall be paid to the  record  holders  of the  certificates  issued in  exchange
therefor  the  amount,   without  interest  thereon,   of  dividends  and  other
distributions  which would have been  payable  with respect to the shares of New
Millennium Common Stock represented thereby.

                                       2
<PAGE>

                    Section 5 Terms And Conditions Of Merger
                    ----------------------------------------

The terms and conditions of the merger are as follows:

     5.1  Bylaws.  The  Bylaws  of New  Millennium  as they  shall  exist on the
Effective Date shall be and remain the bylaws of the Surviving Corporation until
the same shall be altered, amended and repealed as therein provided.

     5.2  Directors  and  Officers.  The directors and officers of the Surviving
Corporation   shall  continue  in  office  until  the  next  annual  meeting  of
shareholders and until their successors shall have been elected and qualified.

     5.3  Effect of Merger On the  Effective  Date,  all the  property,  rights,
privileges,  franchises, patents, trademarks,  licenses, registrations and other
assets of every kind and  description  of Progressive  shall be transferred  to,
vested in and devolve on the Surviving  Corporation without further act or deed,
and all property,  rights, and every other interest of the Surviving Corporation
and  Progressive   shall  be  as  effectively  the  property  of  the  Surviving
Corporation  as  they  were  of  the  Surviving   Corporation  and  Progressive,
respectively. Progressive hereby agrees from time to time, as and when requested
by the Surviving  Corporation  or by its  successors or assigns,  to execute and
deliver or cause to be executed and delivered all such deeds and instruments and
to take or cause to be taken  such  further  or other  action  as the  Surviving
Corporation  may deem  necessary or desirable in order to vest in and confirm to
the Surviving Corporation title to and possession of any property of Progressive
acquired  or to be  acquired  by reason of or as a result of the  merger  herein
provided for and  otherwise to carry out the intent and purposes  hereof and the
proper  officers  and  directors  of  Progressive  and the proper  officers  and
directors  of the  Surviving  Corporation  are fully  authorized  in the name of
Progressive or otherwise to take any and all such action.

     5.4  Continuation of  Obligations.  All corporate  acts,  plans,  policies,
contracts, approvals and authorizations of Progressive, its shareholders,  board
of  directors,  committees  elected  or  appointed  by the  board of  directors,
officers and agents,  which were valid and  effective  immediately  prior to the
Effective  Date shall be taken for all  purposes as the acts,  plans,  policies,
contracts,  approvals and authorizations of the Surviving  Corporation and shall
be  as  effective  and  binding  thereon  as  the  same  were  with  respect  to
Progressive.  The  employees of  Progressive  shall become the  employees of the
Surviving  Corporation  and  continue  to be  entitled  to the same  rights  and
benefits  that they enjoyed as employees of  Progressive.  Any employee  plan or
agreement  of  Progressive  shall  be  adopted,  effective  and  binding  on the
Surviving Corporation as the same were with respect to Progressive.

     5.5  Designation  of Agent or Service of Process The Surviving  Corporation
hereby (1) agrees that it may be served with  process in the State of Florida in
any proceeding for the  enforcement of any obligation of Progressive  and in any
proceeding  for the  enforcement  of the rights of a dissenting  shareholder  of
Progressive;  (2)  irrevocably  appoints the  Secretary of State of the State of
Florida as its agent to accept service or process in any such  proceedings;  and
(3) agrees that

                                       3
<PAGE>

will promptly pay to dissenting  shareholders of Progressive the amount, if any,
to which they shall be entitled pursuant to the laws of the State of Florida.

                      Section 6 Termination Or Abandonment
                      ------------------------------------

     Anything in this  Agreement or  elsewhere to the contrary  notwithstanding,
this  Agreement  may be  terminated  and  abandoned by the board of directors of
either Constituent  Corporation at any time prior to the date of filing Articles
of Merger with the Secretaries of State of Florida and Colorado.

                          Section 7. General Provisions
                          -----------------------------

     7.1 Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between   the  parties  and   supersedes   and  cancels  any  other   agreement,
representation,  or communication,  whether oral or written, between the parties
hereto relating to the  transactions  contemplated  herein or the subject matter
hereof.

     7.2 Headings.  The section and  subsection  headings in this  Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

     7.3 Governing  Law. This  Agreement  shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado.

     IN WITNESS  WHEREOF,  this  Agreement has been duly executed by the parties
hereto as of the day year first above written.

                                 NEW MILLENNIUM MEDIA INTERNATIONAL, INC.,
                                 a Colorado corporation

                                 By /s/ Troy H. Lowrie
                                    --------------------------------------------
                                    Troy H. Lowrie, President

                                 PROGRESSIVE MAILER CORP., a Florida corporation

                                 By /s/ Troy H. Lowrie
                                    --------------------------------------------
                                    Troy H. Lowrie, President