EXHIBIT 10.5

Agreement  and Plan of  Merger  dated  March 9,  2000  between  NMMI and  Scovel
Corporation wherein NMMI acquired all of the above shares of stock of Scovel.

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                          AGREEMENT AND PLAN OF MERGER

     AGREEMENT  AND  PLAN OF  MERGER  between  SCOVEL  CORPORATION,  a  Delaware
corporation ("Scovel"), and NEW MILLENNIUM MEDIA INTERNATIONAL, INC., a Colorado
corporation  ("New  Millennium"),  Scovel  and New  Millennium  being  sometimes
referred to herein as the "Constituent Corporations."

     WHEREAS,  the board of directors of each Constituent  Corporation  deems it
advisable that the Constituent Corporations merge into a single corporation in a
transaction  intended  to qualify  as a  reorganization  within  the  meaning of
Section 368  (a)(1)(A) of the Internal  Revenue Code of 1986,  as amended  ("the
Merger");

     NOW, THEREFORE,  in consideration of the premises and the respective mutual
covenants, representations and warranties herein contained, the parties agree as
follows:

     1.  SURVIVING  CORPORATION.  Scovel  shall  be  merged  with  and  into New
Millennium,  which shall be the surviving  corporation  in  accordance  with the
applicable laws of its state of incorporation.

     2. MERGER DATE. The Merger shall become  effective (the" Merger Date") upon
the completion of:

     2.1.  Adoption  of  this  agreement  by  Scovel  pursuant  to  the  General
Corporation Law of Delaware and by New Millennium  pursuant to Colorado  Revised
Statutes and the Colorado General Corporation Law.

     2.2.  Execution and filing by New Millennium of Articles of Merger with the
Department  of State of the State of Colorado in  accordance  with the  Colorado
Revised Statutes.

     2.3.  Execution  and filing by Scovel of a  Certificate  of Merger with the
Secretary  of State of the State of  Delaware  in  accordance  with the  General
Corporation Law of Delaware.

     3.  TIME OF  FILINGS.  The  Articles  of  Merger  shall be  filed  with the
Department of State of the State of Colorado and the Certificate of Merger shall
be filed with the Secretary of State of Delaware upon the approval,  as required
by law, of this agreement by the Constituent Corporations and the fulfillment or
waiver of the terms and  conditions  herein.  These  filings  will be  completed
within two weeks from the execution of this Agreement.

     4. GOVERNING LAW. The surviving  corporation  shall be governed by the laws
of the State of incorporation of New Millennium.

     5.  CERTIFICATE  OF  INCORPORATION.  The Articles of  Incorporation  of New
Millennium shall be the Articles of  Incorporation of the surviving  corporation
from and after the Merger Date,  subject to the right of New Millennium to amend
its Articles of  Incorporation  in accordance  with the laws of the State of its
incorporation.

     6. BYLAWS.  The Bylaws of the surviving  corporation shall be the Bylaws of
New Millennium as in effect on the date of this agreement.

     7. BOARD OF DIRECTORS  AND  OFFICERS.  The  officers  and  directors of New
Millennium,  or such other  persons  as shall be  selected  by it,  shall be the
officers and directors of the surviving corporation following the Merger Date.

     8. NAME OF SURVIVING  CORPORATION.  The name of the  surviving  corporation
will continue as "New Millennium  Media  International,  Inc." unless changed by
New Millennium.

     9.  CONVERSION.  The mode of carrying the Merger into effect and the manner
and basis of converting  the shares of Scovel into shares of New  Millennium are
as follows:

     9.1.  The  aggregate  number of shares of Scovel  Common  Stock  issued and
outstanding  on the Merger Date  shall,  by virtue of the Merger and without any
action on the part of the holders thereof, be converted

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into an aggregate of 500,000 shares of New  Millennium  Common Stock adjusted by
any increase for fractional shares and reduced by any Dissenting Shares (defined
below).

     The New Millennium Common Stock to be issued hereunder ("the New Millennium
Shares")  will  be  issued  pursuant  to  Rule  506 of  the  General  Rules  and
Regulations of the Securities and Exchange Commission,  will be restricted as to
transferability  pursuant to Rule 144 thereof,  and will bear  substantially the
following legend:

          THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED UNDER THE UNITED STATES  SECURITIES ACT OF 1933 (THE "ACT")
          AND ARE  "RESTRICTED  SECURITIES"  AS THAT TERM IS DEFINED IN RULE 144
          UNDER THE ACT.  THE  SECURITIES  MAY NOT BE OFFERED FOR SALE,  SOLD OR
          OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION
          STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
          UNDER THE ACT, THE  AVAILABILITY  OF WHICH IS TO BE ESTABLISHED TO THE
          SATISFACTION OF THE COMPANY.

     9.2. Upon completion of the Merger, there shall be 24,500,000 shares of New
Millennium  Common Stock issued and  outstanding,  subject to such  adjustments,
held as  follows:  500,000  common  shares held by Gerald  Ghini and  24,000,000
common shares held by the other  shareholders of New Millennium.  The management
of New  Millennium  will not  consolidate,  reverse split or rollback the common
shares of New  Millennium  during the  one-year  period in which Gerald Ghini is
restricted  from  selling  the  500,000  shares of New  Millennium  stock.  Such
dilution  would have an adverse  effect on the amount and value of shares issued
to Gerald Ghini by New Millennium.

     9.3. All outstanding  Common or Preferred Stock of Scovel and all warrants,
options or other  rights to its Common or  Preferred  Stock shall be retired and
canceled as of the Merger Date.

     9.4.  Each share of Scovel Common Stock that is owned by Scovel as treasury
stock  shall,  by virtue of the  Merger  and  without  any action on the part of
Scovel, be retired and canceled as of the Merger Date.

     9.5.  Each  certificate  evidencing  ownership of shares of New  Millennium
Common Stock issued and outstanding on the Merger Date or held by New Millennium
in its  treasury  shall  continue  to evidence  ownership  of the same number of
shares of New Millennium Common Stock.

     9.6. New  Millennium  Common Stock shall be issued to the holders of Scovel
Common Stock in exchange for their shares on a prorata bases in accordance  with
each  holder's  relative  ownership  of the  Scovel  Common  Stock that is being
exchanged.

     9.7. The shares of New Millennium Common Stock to be issued in exchange for
Scovel Common Stock  hereunder  shall be  proportionately  reduced by any shares
owned by Scovel  shareholders who shall have timely objected to the Merger (the"
Dissenting Shares") in accordance with the provisions of the General Corporation
Law of Delaware, as provided therein.

     10. EXCHANGE OF CERTIFICATES.  As promptly as practicable  after the Merger
Date,  each holder of an  outstanding  certificate or  certificates  theretofore
representing shares of Scovel Common Stock (other than certificates representing
Dissenting  Shares) shall surrender such  certificate(s) for cancellation to the
party  designated  herein to handle such exchange (the  "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 Scovel
Common Stock represented by the certificate or certificates so surrendered shall
have been converted. Any exchange of fractional shares will be rounded up to the
next  highest  number of full shares.  New  Millennium  may, in its  discretion,
require a bond in customary  form before issuing any share  certificate  where a
corresponding  share  certificate  has not been  delivered by a  shareholder  of
Scovel because of loss or other reason.

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     11.  UNEXCHANGED   CERTIFICATES.   Until   surrendered,   each  outstanding
certificate that prior to the Merger Date represented Scovel 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 number of shares of New Millennium  Common Stock into
which it was converted.  No dividend or other distribution payable to holders of
New Millennium  Common Stock as of any date  subsequent to the Merger Date shall
be paid to the  holders of  outstanding  certificates  of Scovel  Common  Stock;
provided,  however,  that  upon  surrender  and  exchange  of  such  outstanding
certificates (other than certificates  representing  Dissenting  Shares),  there
shall be paid to the  record  holders  of the  certificates  issued in  exchange
therefore  the  amount,   without  interest  thereon,  of  dividends  and  other
distributions  that would have been payable  subsequent  to the Merger Date with
respect to the shares of New Millennium Common Stock represented thereby.

     12.  EFFECT OF THE MERGER:  On the Merger Date,  the separate  existence of
Scovel shall cease  (except  insofar as  continued by statute),  and it shall be
merged with and into New Millennium. All the property, real, personal and mixed,
of each of the  Constituent  Corporations,  and all debts due to either of them,
shall be transferred  to and vested in New  Millennium,  without  further act or
deed. New  Millennium  shall  thenceforth be responsible  and liable for all the
liabilities  and  obligations,  including  liabilities  to holders of Dissenting
Shares,  of each of the  Constituent  Corporations,  and any  claim or  judgment
against  either of the  Constituent  Corporations  maybe  enforced  against  New
Millennium.

     13.  REPRESENTATIONS  AND  WARRANTIES  OF  SCOVEL.  Scovel  represents  and
warrants that:

     13.1.  CORPORATE  ORGANIZATION  AND GOOD STANDING.  Scovel is a corporation
duly  organized,  validly  existing,  and in good standing under the laws of the
State of Delaware,  and is qualified to do business as a foreign  corporation in
each  jurisdiction,  if any, in which its  property or  business  requires  such
qualification.

     13.2.  REPORTING  COMPANY STATUS.  Scovel has filed with the Securities and
Exchange  Commission  a  registration  statement  in form  10-SB,  which  became
effective  pursuant to the  Securities  Exchange Act of 1934 on February 9, 2000
and is a reporting company pursuant to Section (g) thereunder.

     13.3. REPORTING COMPANY FILINGS.  Scovel has timely filed and is current on
all reports  required to be filed by it pursuant to Section 13 of the Securities
Exchange Act of 1934.

     13.4.  CAPITALIZATION.   Scovel's  authorized  capital  stock  consists  of
100,000,000 shares of Common Stock,  $.0001 par value, of which 5,000,000 shares
are issued and outstanding.

     13.5. ISSUED STOCK. All the outstanding shares of its Common Stock are duly
authorized and validly issued, fully paid and non-assessable.

     13.6. STOCK RIGHTS.  Except as set out by attached  schedule,  there are no
stock grants,  options,  rights,  warrants or other rights to purchase or obtain
Scovel Common or Preferred Stock issued or committed to be issued.

     13.7.  CORPORATE  AUTHORITY.  Scovel has all requisite  corporate power and
authority to own, operate and lease its properties,  to carry on its business as
it is now being  conducted  and to execute,  deliver,  perform and  conclude the
transactions  contemplated  by this  agreement  and  all  other  agreements  and
instruments related to this agreement.

     13.8  COMPLIANCE  WITH  RULE  12g-3.  As a  result  of  the  merger  and in
accordance with Rule 12g-3, NEW MILLENNIUM will be the successor company and the
common stock will be deemed qualified for listing on the Bulletin Board.

     13.9. FINANCIAL STATEMENTS. Scovel's financial statements dated January 21,
2000, copies of which will have been delivered by Scovel to New Millennium prior
to the Merger  Date (the  "Scovel  Financial  Statements"),  fairly  present the
financial  condition  of Scovel as of the date  therein  and the  results of its
operations  for the periods then ended in  conformity  with  generally  accepted
accounting principles consistently applied.

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     13.10 ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or
reserved against in the Scovel Financial Statements, Scovel did not have at that
date  any  liabilities  or  obligations  (secured,  unsecured,   contingent,  or
otherwise)  of a nature  customarily  reflected  in a  corporate  balance  sheet
prepared in accordance with generally accepted accounting principles.

     13.11. NO MATERIAL  CHANGES.  There has been no material  adverse change in
the business,  properties or financial condition of Scovel since the date of the
Scovel Financial Statements.

     13.12.  LITIGATION.  There is not, to the knowledge of Scovel, any pending,
threatened, or existing litigation,  bankruptcy,  criminal, civil, or regulatory
proceeding  or  investigation,  threatened  or  contemplated  against  Scovel or
against any of its officers.

     13.13. CONTRACTS. Scovel is not a party to any material contract not in the
ordinary  course of business  that is to be  performed in whole or in part at or
after the date of this agreement.

     13.14.  TITLE.  Scovel has good and marketable title tall the real property
and good and valid title to all other property  included in the Scovel Financial
Statements.   The  properties  of  Scovel  are  not  subject  to  any  mortgage,
encumbrance or lien of any kind except minor encumbrances that do not materially
interfere with the use of the property in the conduct of the business of Scovel.

     13.15. TAX RETURNS.  All required tax returns for federal,  state,  county,
municipal,  local,  foreign and other taxes and  assessments  have been properly
prepared and filed by Scovel for all years for which such returns are due unless
an  extension  for filing any such return has been filed.  Any and all  federal,
state,  county,  municipal,  local,  foreign  and other  taxes and  assessments,
including any and all interest,  penalties and additions imposed with respect to
such amounts  have been paid or provided  for.  The  provisions  for federal and
state taxes reflected in the Scovel  Financial  Statements are adequate to cover
any such taxes that may be assessed  against  Scovel in respect of its  business
and its operations during the periods covered by the Scovel Financial Statements
and all prior periods.

     13.16.  NO  VIOLATION.  Consummation  of the Merger will not  constitute or
result in a breach  or  default  under  any  provision  of any  charter,  bylaw,
indenture,  mortgage, lease, or agreement, or any order, judgment,  decree, law,
or  regulation  to which any property of Scovel is subject or by which Scovel is
bound.

     14.  REPRESENTATIONS  AND  WARRANTIES  OF NEW  MILLENNIUM.  New  Millennium
represents and warrants that:

     14.1.  CORPORATE  ORGANIZATION  AND  GOOD  STANDING.  New  Millennium  is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of  Colorado  and is  qualified  to do  business  as a foreign
corporation  in each  jurisdiction,  if any,  in which its  property or business
requires such qualification.

     14.2. CAPITALIZATION. New Millennium's authorized capital stock consists of
35,000,000  shares of Common Stock,  $.001 par value, of which 24,000,000 shares
are issued and outstanding,  and 10,000,000  shares of preferred stock, of which
none are issued and outstanding.

     14.3. ISSUED STOCK. All the outstanding shares of its Common Stock are duly
authorized and validly issued fully paid and nonassessable.

     14.4. STOCK RIGHTS. There are no stock grants, options, rights, warrants or
other  rights to purchase or obtain New  Millennium  Common or  Preferred  Stock
issued or committed to be issued.

     14.5 CORPORATE AUTHORITY.  New Millennium has all Requisite corporate power
and authority to own, operate and lease its properties, to carry on its business
as it is now being conducted and to execute,  deliver,  perform and conclude the
transactions  contemplated  by this  Agreement  and  all  other  agreements  and
instruments related to this agreement.

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     14.6.  SUBSIDIARIES.  Except as set out in Disclosure  Schedule  14.6,  New
Millennium has no subsidiaries.

     14.7. FINANCIAL  STATEMENTS.  New Millennium's  Financial Statements fairly
present the financial condition of New Millennium as of the date therein and the
results  of its  operations  for the  periods  then  ended  in  conformity  with
generally accepted accounting principles consistently applied.

     14.8. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or
reserved against in the New Millennium Financial Statements,  New Millennium did
not have at that  date  any  liabilities  or  obligations  (secured,  unsecured,
contingent, or otherwise) of nature customarily reflected in a corporate balance
sheet prepared in accordance with generally accepted accounting principles.

     14.9. NO MATERIAL CHANGES. There has been no material adverse change in the
business,  properties or financial condition of New Millennium since the date of
the New Millennium Financial Statements.

     14.10. LITIGATION. Except as set out in Disclosure Schedule 14.10, there is
not, to the knowledge of New Millennium,  any pending,  threatened,  or existing
litigation,   bankruptcy,   criminal,   civil,   or  regulatory   proceeding  or
investigation,  threatened or contemplated against New Millennium or against any
of its officers.

     14.11.  CONTRACTS.  New Millennium is not a party to any material  contract
not in  the  ordinary  course  of  business  or in the  course  of its  proposed
acquisitions that is to be performed in whole or in part at or after the date of
this Agreement.

     14.12.  TITLE. New Millennium has good and marketable title to all the real
property  and good and valid  title to all other  property  included  in the New
Millennium  Financial  Statements.  The  properties  of New  Millennium  are not
subject  to  any  mortgage,  encumbrance  or  lien  of  any  kind  except  minor
encumbrances  that do not  materially  interfere with the use of the property in
the conduct of the business of New Millennium.

     14.13. TAX RETURNS.  All required tax returns for federal,  state,  county,
municipal,  local,  foreign and other taxes and  assessments  have been properly
prepared  and filed by New  Millennium  for all years for which such returns are
due unless an extension  for filing any such return has been filed.  Any and all
federal,  state,  county,   municipal,   local,  foreign  and  other  taxes  and
assessments,  including  any and all interest,  penalties and additions  imposed
with respect to such amounts have been paid or provided for. The  provisions for
federal and state taxes reflected in the New Millennium Financial Statements are
adequate to cover any such taxes that maybe  assessed  against New Millennium in
respect of its business and its operations during the periods covered by the New
Millennium Financial Statements and all prior periods.

     14.14.  NO  VIOLATION.  Consummation  of the Merger will not  constitute or
result in a breach  or  default  under  any  provision  of any  charter,  bylaw,
indenture,  mortgage, lease, or agreement, or any order, judgment,  decree, law,
or regulation to which any property of New Millennium is subject or by which New
Millennium is bound.

     15.  CONDUCT OF SCOVEL  PENDING  THE MERGER  DATE.  Scovel  covenants  that
between the date of this Agreement and the Merger Date:

     15.1.  No change will be made in  Scovel's  Articles  of  Incorporation  or
bylaws.

     15.2.  Scovel will not make any change in its  authorized or issued capital
stock,  declare or pay any dividend or other  distribution  or issue,  encumber,
purchase,  or otherwise  acquire any of its capital stock other than as provided
herein.

     15.3.  Scovel  will use its best  efforts  to  maintain  and  preserve  its
business organization,  employee relationships and goodwill intact, and will not
enter into any material commitment except in the ordinary course of business.

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     16.  CONDUCT OF NEW  MILLENNIUM  PENDING THE MERGER  DATE.  New  Millennium
covenants that between the date of this Agreement and the Merger Date:

     16.1. No change will be made in New Millennium's  Articles of incorporation
or bylaws.

     16.2. New  Millennium  will not make any change in its authorized or issued
capital  stock,  declare or pay any  dividend  or other  distribution  or issue,
encumber, purchase, or otherwise acquire any of its capital stock otherwise than
as provided herein.

     16.3. New Millennium will use its best efforts to maintain and preserve its
business organization,  employee relationships and goodwill intact, and will not
enter into any material commitment except in the ordinary course of business.

     17. CONDITIONS PRECEDENT TO OBLIGATION OF NEW MILLENNIUM.  New Millennium's
obligation to consummate the Merger shall be subject to fulfillment on or before
the Merger Date of each of the following conditions, unless waived in writing by
Scovel:

     17.1. NEW MILLENNIUM'S  REPRESENTATIONS AND WARRANTIES. The representations
and  warranties of New  Millennium set forth herein shall be true and correct at
the Merger  Date as though  made at and as of that date,  except as  affected by
transactions contemplated hereby.

     17.2. NEW MILLENNIUM'S  COVENANTS.  New Millennium shall have performed all
covenants  required by this  agreement  to be  performed  by it on or before the
Merger Date.

     17.3.  APPROVAL.  New Millennium shall have approved this agreement in such
manger as is required by law including all appropriate  action by directors and,
if required, by shareholders.

     17.4.  SUPPORTING  DOCUMENTS OF NEW MILLENNIUM.  New Millennium  shall have
delivered to Scovel supporting  documents in form and substance  satisfactory to
Scovel to the effect that:

     (i) New Millennium is a corporation duly organized,  validly existing,  and
in good standing.

     (ii) New  Millennium's  authorized  and issued capital stock is asset forth
herein.

     (iii)  The  execution  and  adoption  of  this  agreement  have  been  duly
authorized by New Millennium in such manner as is required  bylaw  including all
appropriate action by directors and, if required, by shareholders.

     18. CONDITIONS PRECEDENT TO OBLIGATION OF NEW MILLENNIUM.  New Millennium's
obligation to consummate the Merger shall be subject to fulfillment by Scovel on
or before the Merger Date of each of the following conditions,  unless waived in
writing by New Millennium:

     18.1.  SCOVEL'S  REPRESENTATIONS  AND WARRANTIES.  The  representations and
warranties  of Scovel set forth  herein  shall be true and correct at the Merger
Date as though made at and as of that date,  except as affected by  transactions
contemplated hereby

     18.2.  SCOVEL'S  COVENANTS.  Scovel  shall  have  performed  all  covenants
required by this agreement to be performed by it on or before the Merger Date.

     18.3. APPROVAL. Scovel shall have approved this Agreement in such manner as
is  required  by law  including  all  appropriate  action by  directors  and, if
required, by shareholders.

     18.4.  SUPPORTING  DOCUMENTS OF SCOVEL.  Scovel shall have delivered to New
Millennium  supporting  documents  in form  and  substance  satisfactory  to New
Millennium to the effect that:

     (i) Scovel is a corporation duly organized,  validly existing,  and in good
standing.



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     (ii) Scovel's authorized and issued capital stock is as set forth herein.

     (iii)  The  execution  and  adoption  of  this  Agreement  have  been  duly
authorized  by  Scovel  in  such  manner  as is  required  bylaw  including  all
appropriate action by directors and, if required, by shareholders.

     19.  ACCESS.  From the date hereof to the Merger Date,  New  Millennium and
Scovel shall  provide each other with such  information  and permit each other's
officers and representatives such access to its properties and books and records
as the other  may from time to time  reasonably  request.  If the  Merger is not
consummated  with the intended results as defined  hereafter,  all documents and
consideration  received in connection  with this agreement  shall be returned to
the party  furnishing such documents and  consideration,  and all information so
received shall be treated as confidential. The results intended from this merger
are that NEW MILLENNIUM will emerge with fully reporting status.

     20. CLOSING.

     20.1.  The transfers and  deliveries to be made pursuant to this  agreement
(the  "Closing")  shall be made by and take place at the offices of the Exchange
Agent or other  location  designated  by the  Constituent  Corporations  without
requiring the meeting of the parties hereof. All proceedings to be taken and all
documents  to be  executed  at the  Closing  shall be deemed to have been taken,
delivered and executed  simultaneously,  and no proceeding shall be deemed taken
nor documents deemed executed or delivered until all have been taken,  delivered
and executed.

     20.2. Any copy, facsimile  telecommunication or other reliable reproduction
of the writing or  transmission  required  by this  agreement  or any  signature
required  thereon may be used in lieu of an original  writing or transmission or
signature  for any and all  purposes  for  which  the  original  could  be used,
provided that such copy, facsimile telecommunication or other reproduction shall
be complete  reproduction  of the entire  original  writing or  transmission  or
original signature.

     20.3.  At the  Closing,  Scovel  shall  deliver  to the  Exchange  Agent in
satisfactory form, if not already delivered to New Millennium:

     (i) A list of the  holders of record of the shares of Scovel  Common  Stock
being  exchanged,  with an itemization of the number of shares held by each, the
address of each holder,  and the  aggregate  number of shares of New  Millennium
Common Stock to be issued to each holder;

     (ii)  Evidence of the  execution  and  adoption of this  Agreement  in such
manner as is required by law including all appropriate  action by directors and,
if required, by shareholders;

     (iii) Certificate of the Secretary of State of Delaware as of a recent date
as to the good standing of Scovel;

     (iv)  Certified  copies of the  resolutions  of the board of  directors  of
Scovel  authorizing the execution of this agreement and the  consummation of the
Merger;

     (v) The Scovel Financial Statements;

     (vi) Secretary's certificate of incumbency of the officers and directors of
Scovel;

     (vii) Any  document as may be  specified  herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein; and

     (viii) The share certificates for the outstanding Common Stock of Scovel to
be exchanged  hereunder  or, where any such  certificate  is not  delivered,  an
affidavit of lost certificate or other reason for non-delivery.

     20.4. At the Closing, New Millennium shall deliver to the Exchange Agent in
satisfactory form, if not already delivered to Scovel:

     (i) A list of its shareholders of record;

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     (ii)  Evidence of the  execution  and  adoption of this  Agreement  in such
manner as is required by law including all appropriate  action by directors and,
if required, by shareholders;

     (iii)  Certificate of the Secretary of State of its state of  incorporation
as of a recent date as to the good standing of New Millennium;

     (iv) Certified  copies of the  resolutions of the board of directors of New
Millennium  authorizing the execution of this agreement and the  consummation of
the Merger;

     (v) The New Millennium Financial Statements;

     (vi) Secretary's certificate of incumbency of the officers and directors of
New Millennium;

     (vii) Any  document as may be  specified  herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein; and

     (viii) The share  certificates  of New  Millennium  to be  delivered to the
shareholders  of Scovel  hereunder,  in proper  names and  amounts,  and bearing
legends, if any, required and appropriate under applicable securities laws.

     21. SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  The  representations  and
warranties  of the  Constituent  Corporations  set out herein shall  survive the
Merger Date.

     22. ARBITRATION.

     22.1.  SCOPE. The parties hereby agree that any and all claims (except only
for requests for injunctive or other equitable  relief) whether existing now, in
the past or in the  future  as to which the  parties  or any  affiliates  may be
adverse  parties,  and whether  arising out of this  agreement or from any other
cause,  will  be  resolved  by  arbitration  before  the  American   Arbitration
Association within the state of Florida.

     22.2.  CONSENT TO  JURISDICTION,  SITUS AND  JUDGMENT.  The parties  hereby
irrevocably consent to the jurisdiction of the American Arbitration  Association
and the situs of the  arbitration  (and any  requests  for  injunctive  or other
equitable  relief) within the state of Florida.  Any award in arbitration may be
entered  in  any  domestic  or  foreign  court  having   jurisdiction  over  the
enforcement of such awards.

     22.3.  APPLICABLE  LAW.  The law  applicable  to the  arbitration  and this
agreement shall be that of the State of Colorado,  determined  without regard to
its provisions, which would otherwise apply to question of conflict of laws.

     22.4.  DISCLOSURE AND DISCOVERY.  The  arbitrator  may, in its  discretion,
allow the parties to make  reasonable  disclosure and discovery in regard to any
matters which are the subject of the Arbitration  and to compel  compliance with
such  disclosure  and discovery  order.  The arbitrator may order the parties to
comply with all or any of the disclosure and discovery provisions of the Federal
Rules  of  Civil  Procedure,  as they  then  exist,  as may be  modified  by the
arbitrator  consistent  with the desire to simplify the conduct and minimize the
expense of the arbitration.

     22.5.  RULES OF LAW.  Regardless  of any  practices of  arbitration  to the
contrary,  the arbitrator  will apply the rules of contract and other law of the
jurisdiction  whose law applies to the  arbitration  so that the decision of the
arbitrator  will be, as much as  possible,  the same as if the  dispute had been
determined by a court of competent jurisdiction.

     22.6. FINALITY AND FEES. Any award or decision by the American  Arbitration
Association shall be final,  binding and  non-appealable  except as to errors of
law or the failure of the  arbitrator  to adhere to the  arbitration  provisions
contained in this  agreement.  Each party to the  arbitration  shall pay its own
costs  and  counsel  fees  except as  specifically  provided  otherwise  in this
agreement.

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<PAGE>

     22.7. MEASURE OF DAMAGES. In any adverse action, the parties shall restrict
themselves to claims for compensatory  damages and\or securities issued or to be
issued and no claims shall be made by any party or affiliate  for lost  profits,
punitive or multiple damages.

     22.8.  COVENANT NOT TO SUE. The parties  covenant  that under no conditions
will any party or any affiliate  file any action  against the other (except only
requests  for  injunctive  or other  equitable  relief) in any forum  other than
before the American Arbitration Association, and the parties agree that any such
action, if filed,  shall be dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to the prevailing party.

     22.9.  INTENTION.  It is the intention of the parties and their  affiliates
that all  disputes of any nature  between  them,  whenever  arising,  whether in
regard to this  Agreement or any other  matter,  from whatever  cause,  based on
whatever law, rule or regulation,  whether  statutory or common law, and however
characterized, be decided by arbitration as provided herein and that no party or
affiliate  be required  to  litigate  in any other  forum any  disputes or other
matters except for requests for injunctive or equitable  relief.  This Agreement
shall be interpreted  in conformance  with this stated intent of the parties and
their affiliates.

     22.10.  SURVIVAL.  The provisions for  arbitration  contained  herein shall
survive the termination of this agreement for any reason.

     23.  FAILURE TO  MAINTAIN  BULLETIN  BOARD  LISTING.  If as a result of the
merger  described  herein New  Millennium  shall  fail to be deemed a  successor
issuer and its securities shall not continue to be listed on the Bulletin Board,
the  merger  transaction  shall be unwound  and all shares  issued to each party
shall be cancelled.

     24. GENERAL PROVISIONS.

     23.1. FURTHER  ASSURANCES.  From time to time, each party will execute such
additional  instruments  and take such actions as may be reasonably  required to
carry out the intent and purposes of this agreement.

     23.2. WAIVER. Any failure on the part of either party hereto to comply with
any of its  obligations,  agreements  or  conditions  hereunder may be waived in
writing by the party to whom such compliance is owed.

     23.3.  BROKERS.  Each party agrees to indemnify and hold harmless the other
party  against  any fee,  loss or  expense  arising  out of claims by brokers or
finders employed or alleged to have been employed by the indemnifying party.

     23.4. NOTICES. All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid  first-class  certified mail,  return receipt  requested,  or recognized
commercial courier service, as follows:

      If to Scovel, to:

      Scovel Corporation
      128 April Rd.
      Port Moody, B.C.
      Canada V3H-3M5

      If to New Millennium, to:

      New Millennium Media International, Inc.
      101 Philippe Parkway, Suite 305
      Safety Harbor, Florida 34695

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<PAGE>

     24.  GOVERNING LAW. This  Agreement  shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado.

     25.  ASSIGNMENT.  This  Agreement  shall  inure to the  benefit  of, and be
binding upon,  the parties hereto and their  successors  and assigns;  provided,
however,  that any assignment by either party of its rights under this agreement
without the written consent of the other party shall be void.

     26. COUNTERPARTS.  This agreement may be executed  simultaneously in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together  shall  constitute  one and the  same  instrument.  Signatures  sent by
facsimile  transmission shall be deemed to be evidence of the original execution
thereof.

     27.  EXCHANGE  AGENT AND CLOSING DATE.  The Exchange Agent shall be Raymond
Rayder,  Safety  Harbor,   Florida.  The  Closing  shall  take  place  upon  the
fulfillment by each party of all the conditions of Closing required herein,  but
not later than 15 days following  execution of this Agreement unless extended by
mutual consent of the parties.

     28. REVIEW OF AGREEMENT.  Each party  acknowledges  that it has had time to
review  this   Agreement  and,  as  desired,   consult  with  counsel.   In  the
interpretation of this agreement,  no adverse  presumption shall be made against
any party on the basis that it has prepared,  or participated in the preparation
of, this Agreement.

     29. SCHEDULES. All schedules attached hereto, if any, shall be acknowledged
by each party by signature or initials thereon.

     30.  EFFECTIVE DATE. The effective date of this agreement shall be March 9,
2000.

     IN WITNESS WHEREOF, the parties have executed this Agreement.

     SCOVEL CORPORATION

     ____________________________   This 9th day of March 2000
     By: Gerald Ghini
         President

     NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

     ____________________________   This 9th day of March 2000
     By: John Thatch,
         President & CEO.


     EXCHANGE AGENT

     ____________________________   This 8th day of March 2000
     By: Raymond Rayder, Esq.

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