Indemnity Agreement With

Indemnity Agreement

by Millennium Prime, Inc.
April 28th, 2000
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                                  EXHIBIT 10.2

                            INDEMNITY AGREEMENT WITH

                                 JAMES NEEBLING

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                               INDEMNITY AGREEMENT

         This Indemnity Agreement  ("Agreement") is made as of April 3, 2000, by
and between Universal Media Holdings,  Inc., a Delaware corporation ("Company"),
and James Neebling  ("Indemnitee"),  a director and/or officer or key executive,
employee or consultant of the Company, or a person serving at the request of the
Company as a director, officer, employee or agent of another enterprise.

                                    RECITALS

         A. The  Indemnitee  is  currently  serving  or has agreed to serve as a
director  and/or officer of the Company and in such capacity has rendered and/or
will render valuable services to the Company.

         B. The Company has  investigated  the  availability  and sufficiency of
liability  insurance  and  applicable  statutory  indemnification  provisions to
provide its  directors and officers with  adequate  protection  against  various
legal risks and potential  liabilities to which such individuals are subject due
to their positions with the Company and has concluded that such insurance may be
unavailable  or too  costly,  and  even  if  purchased  it,  and  the  statutory
provisions,  may  provide  inadequate  and  unacceptable  protection  to certain
individuals requested to serve as its directors and/or officers.

         C. It is  essential  to the  Company  that it  attract  and  retain  as
officers and directors the most capable persons available and in order to induce
and encourage  highly  experienced and capable persons such as the Indemnitee to
serve or  continue to serve as a director  and/or  officer of the  Company,  the
Board of Directors has determined,  after due consideration and investigation of
the  terms  and  provisions  of the  Agreement  and the  various  other  options
available to the Company and the Indemnitee in lieu hereof,  that this Agreement
is not only  reasonable and prudent but necessary to promote and ensure the best
interests of the Company and its stockholders.

         NOW, THEREFORE,  in consideration of the services or continued services
of the  Indemnitee and in order to induce the Indemnitee to serve or continue to
serve as director and/or officer, the Company and the Indemnitee do hereby agree
as follows:

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         1. Definitions. As used in this Agreement:

                  (a)  The  term  "Proceeding"  shall  include  any  threatened,
pending or completed inquiry, hearing, investigation,  action, suit, arbitration
or other  alternative  dispute  resolution  mechanism or  proceeding,  formal or
informal, whether brought in the name of the Company or otherwise and whether of
a civil,  criminal or administrative  or investigative  nature, by reason of the
fact that the Indemnitee is or was a director and/or officer of the Company,  or
is or was serving at the request of the Company as a director, officer, employee
or agent of  another  enterprise,  whether  or not  he/she  is  serving  in such
capacity  at  the  time  any   liability   or  expense  is  incurred  for  which
indemnification or reimbursement is to be provided under this Agreement.

                  (b)  The  term  "Expenses"   includes,   without   limitation:
attorneys'  fees,  costs,  disbursements  and retainers;  accounting and witness
fees; fees of experts;  travel and deposition costs;  transcript  costs,  filing
fees, telephone charges, postage, copying costs, delivery service fees and other
expenses and obligations of any nature whatsoever paid or incurred in connection
with any  investigations,  judicial or  administrative  proceedings and appeals,
amounts paid in  settlement by or on behalf of  Indemnitee,  and any expenses of
establishing  a  right  to  indemnification,   pursuant  to  this  Agreement  or
otherwise, including reasonable compensation for time spent by the Indemnitee in
connection with the  investigation,  defense or appeal of a Proceeding or action
for indemnification for which he/she is not otherwise compensated by the Company
or any  third  party.  The  term  "Expenses"  does not  include  the  amount  of
judgments,  fines,  penalties or ERISA excise taxes actually  levied against the
Indemnitee.

         2. Agreement to Serve. The Indemnitee agrees to serve or to continue to
serve as a director  and/or officer of the Company for so long as he/she is duly
elected or appointed or until such time as he/she tenders his/her resignation in
writing or is removed as a director and/or officer.  However,  nothing contained
in this  Agreement  shall be  construed  as  giving  Indemnitee  any right to be
retained in the employ of the Company, any subsidiary or any other person.

         3. Indemnification in Third Party Actions. The Company shall indemnify
the Indemnitee if the Indemnitee is a party to or threatened to be made a party
to or is otherwise involved in any Proceeding (other that a Proceeding by or in
the name of the Company to procure a judgment in its favor), by reason of the
fact that the Indemnitee is or was a director

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and/or  officer  of the  Company,  or is or was  serving  at the  request of the
Company as a director, officer, employee or agent of another enterprise, against
all Expenses,  judgments,  fines,  penalties and ERISA excise taxes actually and
reasonably  incurred  by the  Indemnitee  in  connection  with  the  defense  or
settlement of such a Proceeding,  to the fullest extent  permitted by applicable
corporate law and the  Company's  Articles of  Incorporation;  provided that any
settlement of a Proceeding be approved in writing by the Company.

         4. Indemnification in Proceedings by or In the Name of the Company. The
Company  shall  indemnify  the  Indemnitee  if the  Indemnitee  is a party to or
threatened to be made a party to or is otherwise  involved in any  Proceeding by
or in the name of the  Company to  procure a judgment  in its favor by reason of
the fact that the Indemnitee was or is a director and/or officer of the Company,
or is or was  serving at the  request of the  Company  as a  director,  officer,
employee or agent of another enterprise,  against all Expenses, judgments, fines
penalties  and ERISA  excise  taxes  actually  and  reasonably  incurred  by the
Indemnitee in connection with the defense or settlement of such a Proceeding, to
the fullest  extent  permitted by  applicable  corporate  law and the  Company's
Articles of Incorporation.

         5.  Conclusive   Presumption   Regarding  Standards  of  Conduct.   The
Indemnitee shall be conclusively  presumed to have met the relevant standards of
conduct,  if any, as defined by applicable  corporate  law, for  indemnification
pursuant to this Agreement,  unless a determination  is made that the Indemnitee
has not met such standards (i) by the Board of Directors by a majority vote of a
quorum  thereof  consisting of directors who were not parties to the  Proceeding
due to which a claim is made under this Agreement,  (ii) by the  shareholders of
the Company by majority vote of a quorum thereof  consisting of shareholders who
are not  parties  to the  Proceeding  due to  which a claim is made  under  this
Agreement,  (iii) in a written opinion by independent counsel, selection of whom
has been approved by the Indemnitee in writing,  or (iv) by a court of competent
jurisdiction.

         6. Indemnification of Expenses of Successful Party. Notwithstanding any
other provision of the Agreement, to the extent that the Indemnitee has been
successful in defense of any Proceeding or in defense of any claim, issue or
matter therein, on the merits or otherwise,

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including the dismissal of a Proceeding without prejudice or the settlement of a
Proceeding   without  an  admission  of  liability,   the  Indemnitee  shall  be
indemnified against all Expenses incurred in connection therewith to the fullest
extent permitted by applicable corporate law.

         7. Advances of Expenses. The Expenses incurred by the Indemnitee in any
Proceeding  shall be paid  promptly  by the  Company  in  advance  of the  final
disposition  of the  Proceeding at the written  request of the Indemnitee to the
fullest  extent  permitted  by  applicable  corporate  law;  provided  that  the
Indemnitee  shall undertake in writing to repay any advances if it is ultimately
determined that the Indemnitee is not entitled to indemnification.

         8. Partial  Indemnification.  If the  Indemnitee is entitled  under any
provision of the  Agreement to  indemnification  by the Company for a portion of
the Expenses,  judgments,  fines,  penalties or ERISA excise taxes  actually and
reasonably  incurred  by  him/her  in  the  investigation,  defense,  appeal  or
settlement of any Proceeding but not,  however,  for the total amount of his/her
Expenses,  judgments,  fines, penalties or ERISA excise taxes, the Company shall
nevertheless  indemnify the Indemnitee  for the portion of Expenses,  judgments,
fines, penalties or ERISA excise taxes to which the Indemnitee is entitled.

         9. Indemnification Procedure; Determination of Right to
Indemnification.

                  (a) Promptly  after receipt by the Indemnitee of notice of the
commencement  of any  Proceeding,  the Indemnitee  shall,  if a claim in respect
thereof is to be made  against  the  Company  under this  Agreement,  notify the
Company of the  commencement  thereof in writing.  The omission to so notify the
Company,  however,  shall not relieve it from any liability which it may have to
the Indemnitee otherwise than under this Agreement.

                  (b) If a claim for  indemnification  or  advances  under  this
Agreement  is not paid by the  Company  within  thirty  (30) days of  receipt of
written  notice,  the rights  provided by this Agreement shall be enforceable by
the Indemnitee in any court of competent jurisdiction.  The burden of proving by
clear  and  convincing  evidence  that   indemnification  or  advances  are  not
appropriate  shall be on the  Company.  Neither the failure of the  directors or
stockholders  of the  Company or its  independent  legal  counsel to have made a
determination  prior to the commencement of such action that  indemnification or
advances are proper in the circumstances

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because the Indemnitee has met the applicable  standard of conduct,  if any, nor
an actual  determination  by the  directors  or  shareholders  of the Company or
independent  legal  counsel  that  the  Indemnitee  has not  met the  applicable
standard  of conduct,  shall be a defense to the action or create a  presumption
for the purpose of an action  that the  Indemnitee  has not been the  applicable
standard of conduct.

                  (c) The Indemnitee's  Expenses incurred in connection with any
Proceeding  concerning  his/her right to indemnification or advances in whole or
part  pursuant  to this  Agreement  shall  also be  indemnified  by the  Company
regardless of the outcome of such Proceeding.

                  (d) With respect to any Proceeding  for which  indemnification
is  requested,  the Company will be entitled to  participate  therein at its own
expense and, except as otherwise provided below, to the extent that it may wish,
the Company may assume the defense  thereof,  with counsel  satisfactory  to the
Indemnitee.  After notice from the Company to the  Indemnitee of its election to
assume  the  defense  of a  Proceeding,  the  Company  will not be liable to the
Indemnitee  for  any  Expenses   subsequently  incurred  by  the  Indemnitee  in
connection with the defense  thereof,  other than as provided below. The Company
shall not settle any  Proceeding in any manner which would impose any penalty or
limitation on the  Indemnitee  without the  Indemnitee's  written  consent.  The
Indemnitee  shall have the right to employee  his/her counsel in any Proceeding,
but the fees and expenses of such counsel incurred after notice from the Company
of its  assumption of the defense of the  Proceeding  shall be at the expense of
the Indemnitee,  unless (i) the employment of counsel by the Indemnitee has been
authorized by the Company,  (ii) the Indemnitee shall have reasonably  concluded
that there may be a conflict of interest  between the Company and the Indemnitee
in the conduct of the defense of a  Proceeding,  in each of which cases the fees
and expenses of the Indemnitee's  counsel shall be advances by the Company.  The
Company shall not be entitled to assume the defense of any Proceeding brought by
or on behalf of the Company or as to which the  Indemnitee  has  concluded  that
there may be a conflict of interest between the Company and the Indemnitee.

         10. Limitations on Indemnification. No payments pursuant to this
Agreement shall be made by the Company:

                  (a) To indemnify or advance funds to the Indemnitee expenses
with respect to

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Proceeding  initiated or brought voluntarily by the Indemnitee and not by way of
defense,  except with respect to  Proceedings  brought to establish or enforce a
right to  indemnification  under this  Agreement or any other  statute or law or
otherwise as required under applicable  corporate law, but such  indemnification
or  advancement  of expenses may be provided by the Company in specific cases if
the Board of Directors finds it to be appropriate;

                  (b) To indemnify the  Indemnitee  for any Expenses,  judgment,
fines,  penalties or ERISA excise taxes  sustained in any  Proceeding  for which
payment  is  actually  made to the  Indemnitee  under a  valid  and  collectible
insurance  policy,  except in respect of any excess beyond the amount of payment
under such insurance;

                  (c) To indemnify the  Indemnitee  for any Expenses,  judgment,
fines, and/or penalties sustained in any Proceeding for an accounting of profits
made from the purchase or sale by the  Indemnitee  of  securities of the Company
pursuant to the  provisions of Section 16(b) of the  Securities  Exchange Act of
1934, the rules and regulations promulgated thereunder and amendments thereto or
similar provisions of any federal, state or local statutory law; and

                  (d) If a court of competent  jurisdiction  finally  determines
that any indemnification hereunder is unlawful.

         11. Maintenance of Liability Insurance.

                  (a) The Company  hereby  covenants and agrees that, as long as
the  Indemnitee  continues to serve as a director  and/or officer of the Company
and  thereafter  as  long  as the  Indemnitee  may be  subject  to any  possible
Proceeding,  the Company,  subject to subsection  (c), shall promptly obtain and
maintain in full force and effect directors' and officers'  liability  insurance
("D&O Insurance") in reasonable amounts from established and reputable insurers.

                  (b) In all D&O insurance  policies,  the  Indemnitee  shall be
named as an  insured  in such a manner as to  provide  the  Indemnitee  the same
rights  and  benefits  as are  accorded  to the most  favorably  insured  of the
Company's directors and/or officers.

                  (c) Notwithstanding  the foregoing,  the Company shall have no
obligation to obtain or maintain D&O Insurance if the Company determines, in its
sole discretion,  that such insurance is not reasonably  available,  the premium
costs for such  insurance  is so  limited  by  exclusions  that it  provides  an
insufficient  benefit,  or  the  Indemnitee  is  covered  by  similar  insurance
maintained by a subsidiary of the Company.

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         12.  Indemnification   Hereunder  Not  Exclusive.  The  indemnification
provided by this Agreement shall not be deemed  exclusive of any other rights to
which the  Indemnitee  may be  entitled  under the  Articles  of  Incorporation,
Bylaws,  any  agreement,   vote  of  shareholders  or  disinterested  directors,
provision  of  applicable  corporate  law,  or  otherwise,  both as to action in
his/her official  capacity and as to action in another capacity on behalf of the
Company while holding such office.

         13.  Successors and Assigns.  This Agreement shall be binding upon, and
shall  inure to the benefit of the  Indemnitee  and  his/her  heirs,  executors,
administrators  and  assigns,  whether  or not  Indemnitee  has  ceased  to be a
director or officer, and the Company and its successors and assigns.

         14.  Severability.   Each  and  every  paragraph,  sentence,  term  and
provision  hereof is separate and distinct so that if any  paragraph,  sentence,
term or provision  hereof shall be held to be invalid or  unenforceable  for any
reason,  such  invalidity or  unenforceability  shall not affect the validity or
enforceability  of any other paragraph,  sentence,  term or provision hereof. To
the  extent  required,  any  paragraph,  sentence,  term  or  provision  of this
Agreement shall be modified by a court of competent jurisdiction to preserve its
validity   and  to  provide   the   Indemnitee   with  the   broadest   possible
indemnification permitted under applicable corporate law.

         15. Savings Clause. If this Agreement or any paragraph,  sentence, term
or  provision  hereof is  invalidated  on any  ground by any court of  competent
jurisdiction,  the Company shall nevertheless indemnify the Indemnitee as to any
Expenses,  judgments,  fines,  penalties  for ERISA excise taxes  incurred  with
respect  to any  Proceeding  to the  full  extent  permitted  by any  applicable
paragraph,  sentence,  term or  provision  of this  Agreement  that has not been
invalidated or by any other applicable provision of applicable corporate law.

         16. Interpretation; Governing Law. This Agreement shall be construed as
a whole and in accordance with its fair meaning. Headings are for convenience
only and shall not be used in construing meaning. This Agreement shall be
governed and interpreted in accordance with the laws of the State of Delaware.

         17. Amendments. No amendment, waiver, modification, termination or
cancellation of this

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Agreement shall be effective  unless in writing signed by the party against whom
enforcement is sought.  The  indemnification  rights  afforded to the Indemnitee
hereby are contract  rights and may not be  diminished,  eliminated or otherwise
affected by amendments  to the Articles of  Incorporation,  Bylaws,  or by other
agreements, including D&O Insurance policies.

         18. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
party and delivered to the other.

         19. Notices. Any notice required to be given under this Agreement shall
be directed:

         TO:      Universal Media Holdings. INc.
                  10 Industrial Road
                  Carlstadt, NJ 07726

With a copy to:

                           Andrea Cataneo, Esq.
                           12 South Third Avenue
                           Mine Hill, NJ 07803

         TO:      James Neebling
                  18 Perrine Circle
                  Perrineville, NJ 08535

or to such other address as either shall designate in writing.

         IN WITNESS WHEREOF,  the parties have executed this Indemnity Agreement
as of the date first written above.

                              INDEMNITEE: /s/ James Neebling

                                          ------------------
                                          James Neebling

                              ------------------------------

                              Universal Media Holdings, Inc.

                              By: /s/ James Zimbler

                                  ------------------
                                  James Zimbler, CEO

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