EXHIBIT 10.5
              MASTER SETTLEMENT AND RELEASE AGREEMENT BY AND AMONG
                     THE REGISTRANT, FUSION THREE, LLC, RYAN
                  FAMILY PARTNERS, LLC, AND CAPITAL MANAGEMENT
                       GROUP, INC., DATED FEBRUARY 3, 2004

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                     MASTER SETTLEMENT AND RELEASE AGREEMENT

      This Master Settlement and Release Agreement (the "Agreement") is entered
into by and between New Millennium Media International, Inc., a Colorado
corporation ("NMMI"), Fusion Three, LLC, a Florida limited liability company
("F3"), Ryan Family Partners, LLC, a Louisiana limited liability company
("RFP"), and Capital Management Group, Inc., a Wyoming Corporation ("CMG").
NMMI, F3 RFP, and CMG may collectively be referred to as the "Parties," and
individually referred to as a "Party."

      WHEREAS, F3 is wholly owned by RFP and CMG;

      WHEREAS, RFP and CMG are neither guarantors or warrantors of this
Agreement except that they own F3;

      WHEREAS, OnScreen Large Scale Video display ("OSD") is a radical new type
of LED video display technology that provides greatly reduced cost, weight and
volume when compared to past systems, and allows for the manufacture of
electronic video displays with greatly increased brightness and resolution (the
"Technology");

      WHEREAS, NMMI and John Popovich ("Popovich") entered into a License
Agreement on July 23, 2001 (the "License Agreement") (attached hereto as Exhibit
A), which grants NMMI the exclusive rights to commercialize the Technology;

      WHEREAS, NMMI and F3 entered into a contract entitled "3Contract" on
August 28, 2002 (the "3Contract") (attached hereto as Exhibit B);

      WHEREAS, NMMI and F3 entered into an addendum to the 3Contract on December
4, 2002 (the "3Contract Addendum") (attached hereto as Exhibit C);

      WHEREAS, F3 and Popovich entered into an Option to Purchase Contract
Rights, on July 13, 2003, which includes an Assignment attached as Exhibit B
(collectively, the "Option Contract") (attached hereto as Exhibit D);

      WHEREAS, NMMI, F3, and Popovich entered into a NMMI Acceptance of
Contractual Assignment on July 11, 2003 (the "NMMI Acceptance") (attached hereto
as Exhibit E); and

      WHEREAS, after discussion and negotiation, it is determined that the
Parties wish to enter into this Agreement;

      NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:

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      1.   Recitals.  The recitals, as stated  above, unless in  direct conflict
with the covenants herein,  shall be included as part of this Agreement.  In the
event of any such  direct  conflict  in terms,  the terms set forth  below shall
govern.

      2.   Definitions. If any defined term set forth in this Agreement
conflicts or is inconsistent  with any terms in the Superseded  Contracts,  this
Agreement will govern.

           2.1.  Change of Control Event.  The sale of all or substantially  all
of NMMI's assets,  or any merger or  consolidation  of NMMI with or into another
corporation, but not including a merger or consolidation in which the holders of
more than fifty percent (50%) of the shares of capital stock of NMMI outstanding
immediately  prior to such  transaction  continue to hold  (either by the voting
securities  remaining  outstanding  or by  their  being  converted  into  voting
securities of the  surviving  entity) more than fifty percent (50%) of the total
voting power  represented  by the voting  securities  of such  surviving  entity
outstanding immediately after such transaction.

                A Change of Control Event  does not apply to any  financings  of
NMMI,  so long as said  financing  encumbers  all  assets  of NMMI  and does not
encumber a specific asset (such as OSD) independent from other NMMI assets,  nor
does it apply to any strategic  partnerships entered into by NMMI, regardless of
whether or not the  holders of more than  fifty  percent  (50%) of the shares of
capital stock of NMMI outstanding immediately prior to such transaction continue
to hold (either by the voting securities remaining outstanding or by their being
converted  into  voting  securities  of the  surviving  entity)  more than fifty
percent (50%) of the total voting power  represented by the voting securities of
NMMI, or such surviving entity, outstanding immediately after such transaction.

                A  change  of  Control  Event  does not  apply  to a  merger  or
acquisition whereby NMMI is the surviving entity.


           2.2.  Revenue. Gross revenue of NMMMI as reported in NMMI's quarterly
and annual public filings.

           2.3.  Transaction  Fee.  Any consideration  paid  by  NMMI  to  F3 in
connection with a Change of Control Event.

      3.   Intent of the Parties.  It is the express  intent of the Parties that
this Agreement shall supersede and cancel the 3Contract, the 3Contract Addendum,
the  Option  Contract,  and the NMMI  Acceptance,  and all  other  contracts  or
agreements,  whether written or oral, between two or more of the Parties,  which
contain  terms that  conflict with the terms  provided  herein (the  "Superseded
Contracts").

      4.   F3 Waiver and Release. In exchange for the benefits set forth in this
Agreement,  which are given to F3  specifically  in exchange  for assent to this
Agreement,  and obtained by F3 as a result of negotiations  between the Parties,
F3 agrees to the following:

           4.1.  F3 agrees to forgo, relinquish, and waive all right, title, and
interest it has in the Superseded Contracts (the "F3 Waiver"); and

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           4.2.  F3 agrees to  forever  release  and  hold  harmless  NMMI,  its
affiliates  and  predecessor  organizations,  its current and former  directors,
officers,  agents,  employees  and  attorneys,  and  each  of  their  respective
successors  and  assigns  (the  "Released  Parties")  from  any and all  claims,
charges,  causes of action  and  damages  (including  attorney's  fees and costs
actually incurred of any type), know and unknown,  and in any way related to any
of F3's,  RFP's, or CMG's  contractual  rights or any other rights held by F3 in
the Superseded Contracts (the "F3 Claims").

           For the  purposes of  implementing  a full and  complete  release and
discharge of the Released  Parties,  and each of them,  as provided  herein,  F3
expressly acknowledges that this Agreement is intended to include in its effect,
without  limitation,  all F3 Claims that it does not know or suspect to exist in
its  favor at the time it signs  this  Agreement,  and that  this  Agreement  is
intended to fully and finally resolve any such F3 Claims.

      5.   RFP Waiver and Release.  In exchange  for  the benefits  set forth in
this Agreement, RFP agrees to the following:

           5.1.  RFP agrees to forgo,  relinquish, and waive any and all  right,
title, and interest it has in the Superseded Contracts (the "RFP Waiver"); and

           5.2.  RFP agrees to  forever  release  and hold  harmless  NMMI,  its
affiliates  and  predecessor  organizations,  its current and former  directors,
officers,  agents,  employees  and  attorneys,  and  each  of  their  respective
successors  and  assigns  (the  "Released  Parties")  from  any and all  claims,
charges,  causes of action  and  damages  (including  attorney's  fees and costs
actually incurred of any type), know and unknown,  and in any way related to any
of F3's, RFP's, or CMG's  contractual  rights or any other rights held by RFP in
the Superseded Contracts (the "RFP Claims").

           For the  purposes of  implementing  a full and  complete  release and
discharge of the Released  Parties,  and each of them, as provided  herein,  RFP
expressly acknowledges that this Agreement is intended to include in its effect,
without limitation,  all RFP Claims that it does not know or suspect to exist in
its  favor at the time it signs  this  Agreement,  and that  this  Agreement  is
intended to fully and finally resolve any such RFP Claims.

      6. CMG Waiver and Release.  In exchange for the benefits set forth in this
Agreement, CMG agrees to the following:

           6.1.  CMG agrees to forgo, relinquish,  and waive any and all  right,
title, and interest it has in the Superseded Contracts (the "CMG Waiver"); and

           6.2.  CMG agrees to  forever  release  and hold  harmless  NMMI,  its
affiliates  and  predecessor  organizations,  its current and former  directors,
officers,  agents,  employees  and  attorneys,  and  each  of  their  respective
successors  and  assigns  (the  "Released  Parties")  from  any and all  claims,
charges,  causes of action  and  damages  (including  attorney's  fees and costs
actually incurred of any type), known and unknown, and in any way related to any
of F3's, RFP's, or CMG's  contractual  rights or any other rights held by CMG in
the Superseded Contracts (the "CMG Claims").

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           For  purposes  of  implementing  a  full  and  complete  release  and
discharge of the Released  Parties,  and each of them, as provided  herein,  CMG
expressly acknowledges that this Agreement is intended to include in its effect,
without limitation,  all CMG Claims that it does not know or suspect to exist in
its  favor at the time it signs  this  Agreement,  and that  this  Agreement  is
intended to fully and finally resolve any such CMG Claims.

      7.   NMMI  Waiver and Release.  In exchange for the benefits  set forth in
this Agreement, NMMI agrees to the following:

           7.1.  NMMI agrees to forgo, relinquish,  and waive any and all right,
title,  and interest it has in the Superseded  Contracts  (the "NMMI  Superceded
Contracts Waiver"); and

           7.2.  NMMI agrees to  forever release and hold harmless F3,  RFP, and
CMG and its affiliates  and  predecessor  organizations,  its current and former
directors,  officers,  agents,  employees  and  attorneys,  and  each  of  their
respective  successors and assigns from any and all claims,  charges,  causes of
action and damages (including attorney's fees and costs actually incurred of any
type),  known and unknown,  and in any way related to any of NMMI's  contractual
rights and any other rights held by NMMI in the Superseded  Contracts (the "NMMI
Superceded Contracts Claims").

           For the  purposes of  implementing  a full and  complete  release and
discharge of F3, RFP, and CMG, NMMI expressly  acknowledges  that this Agreement
is intended to include in its effect,  without  limitation,  all NMMI Superceded
Contracts  Claims  that it does not know or suspect to exist in its favor at the
time it signs this  Agreement,  and that this Agreement is intended to fully and
finally resolve any such NMMI Superceded Contracts Claims.

      8.   Consideration of NMMI. In  consideration  for the F3 Waiver,  the RFP
Waiver,  the CMG Waiver,  F3's  release of the F3 Claims  against  the  Released
Parties (the "F3 Release"), RFP's release of the RFP Claims against the Released
Parties (the "RFP  Release"),  and CMG's  release of the CMG Claims  against the
Released Parties (the "CMG Release"), NMMI agrees to compensate F3 as follows:

           8.1.  Unit Financing Payment.  NMMI shall pay to F3 one hundred fifty
thousand dollars  ($150,000) within five (5) business days of receipt by NMMI of
the  currently   contemplated   seven  million  two  hundred   thousand  dollars
($7,200,000)  to be received by NMMMI pursuant to NMMI's existing unit financing
(the "Unit  Financing").  F3 acknowledges and agrees that the Unit Financing may
include  a change  in the  investment  group  and/or a change  in the  currently
contemplated amount to be received by NMMI.

           8.2.  Revenue Sharing.  NMMI  shall pay to F3 the  following  revenue
sharing payments  (collectively,  the "Revenue  Sharing  Payments") as set forth
below:

                 8.2.1. In NMMI's fiscal year ending December 31, 2004, F3 shall
receive no  compensation  for  revenue  derived  from  commercialization  of the
Technology.

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                8.2.2.  In NMMI's fiscal year ending December 31, 2005, F3 shall
receive  five  percent (5%) of revenue  derived  from  commercialization  of the
Technology (the "2005 Revenue Payment"). NMMI shall pay the 2005 Revenue Payment
on a  semi-annual  basis,  with the first payment due sixty (60) days after June
30, 2005 and the second payment due sixty (60) days after December 31, 2005.

                8.2.3.  In NMMI's fiscal year ending December 31, 2006, F3 shall
receive  four  percent (4%) of revenue  derived  from  commercialization  of the
Technology (the "2006 Revenue Payment"). NMMI shall pay the 2006 Revenue Payment
on a quarterly basis, with the first payment due sixty (60) days after March 31,
2006,  the second  payment  due sixty (60) days after June 30,  2006,  the third
payment due sixty (60) days after September 30, 2006, and the fourth payment due
sixty (60) days after December 31, 2006.

                8.2.4.  In NMMI's fiscal year ending December 31, 2007, F3 shall
receive three  percent (3%) of revenue  derived from  commercializations  of the
Technology (the "2007 Revenue Payment"). NMMI shall pay the 2007 Revenue Payment
on a quarterly basis, with the first payment due sixty (60) days after March 31,
2007,  the second  payment  due sixty (60) days after June 30,  2007,  the third
payment due sixty (60) days after September 30, 2007, and the fourth payment due
sixty (60) days after December 31, 2007.

                8.2.5.  In NMMI's fiscal year ending  December 31, 2008,  and in
each  fiscal year  thereafter,  F3 shall  receive  two  percent  (2%) of revenue
derived  from  commercialization  of  the  Technology  (the  "Perpetual  Revenue
Payment").  NMMI shall pay the Perpetual  Revenue Payment on a quarterly  basis,
with the first  payment due sixty (60) days after March 31 of the fiscal year in
which the Perpetual  Revenue  Payment is due, the second  payment due sixty (60)
days after June 30 of the fiscal year in which the Perpetual  Revenue Payment is
due, the third payment due sixty (60) days after September 30 of the fiscal year
in which the Perpetual  Revenue Payment is due, and the fourth payment due sixty
(60) days after  December 31 of the fiscal year in which the  Perpetual  Revenue
Payment is due. In the event that one or more of the above dates not exist,  the
due date shall be moved to the next earliest existing calendar day.

                8.2.6.  Late Penalty.  In the event  that NMMI does not pay F3 a
Revenue  Sharing  Payment on or by its respective due date, NMMI shall pay F3 an
additional escalating interest penalty (the "Late Penalty") as set forth below:

                        8.2.6.1.  Ten  percent  (10%) of  the  Revenue   Sharing
Payment owed to F3 if the Revenue Sharing  Payment plus the Late Penalty is paid
thirty (30) days after the due date;

                        8.2.8.2.  Twenty  percent (20%) of the  Revenue  Sharing
Payment owed to F3 if the Revenue  Sharing Payment plus the Late Penalty is paid
one hundred and twenty (120) days after the due date;

                        8.2.8.3.  Thirty  percent (30%) of the  Revenue  Sharing
Payment owed to F3 if the Revenue  Sharing Payment plus the Late Penalty is paid
two hundred and ten (210) days after the due date; and

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                        8.2.6.4.  Forty  percent  (40%) of  the Revenue  Sharing
Payment owed to F3 if the Revenue  Sharing Payment plus the Late Penalty is paid
any time  after two  hundred  ten (210) days  after the due date.  The  Interest
Penalty  cannot  exceed forty  percent  (40%) and shall remain at forty  percent
(40%) of the  Revenue  Sharing  Payment  owed to F3 until  the  Revenue  Sharing
Payment and Interest Penalty are paid in full.

                        8.2.6.5.  Each  respective  Revenue  Sharing Payment and
its corresponding Late Penalty shall be treated independently from other Revenue
Sharing Payments and their  corresponding Late Penalties and shall be separately
and independently calculated.  Late Penalties pertaining to a particular Revenue
Sharing Payment shall not be capitalized  upon each other;  therefore,  only the
largest  applicable  Late  Penalty  shall  apply to the entire  Revenue  Sharing
Payment owed to F3.

           8.3   Transaction Fee.  If a Change of  Control Event  occurs  at any
time  during  any  fiscal  calendar  quarter  of  NMMI,  F3's  entitlement  to a
percentage of NMMI's revenue from that particular  fiscal  calendar  quarter and
any fiscal calendar quarters  thereafter that is derived from  commercialization
of the Technology (the "Revenue Sharing") shall terminate.  NMMI shall secure an
independent  appraisal of its business prior to consummating  any such Change of
Control Event.  Upon the  consummation  by NMMI of a Change of Control Event, F3
shall be entitled to the following (the "Transaction Fee"):

                8.3.1.  Ten percent (10%) of all  consideration received by NMMI
in  connection  with the  Change of  Control  Event up to the first one  hundred
million dollar value ($100,000,000); and

                8.3.2.  Seven and one half percent  (7.5%) of all  consideration
received  by NMMI in  connection  with the Change of Control  Event equal to the
dollar value between one hundred million and one dollars  ($100,000,001) and two
hundred million dollars ($200,000,000); and

                8.3.3.  Five percent (5%) of all consideration  received by NMMI
in connection with the Change of Control Event equal to the dollar value between
two hundred  million and one dollars  ($200,000,001)  and three hundred  million
($300,000,000); and

                8.3.4.  Four percent (4%) of all consideration  received by NMMI
in connection with the Change of Control Event equal to the dollar value between
three hundred  million and one dollars  ($300,000,001)  and four hundred million
dollars ($400,000,000); and

                8.3.5.  Three percent (3%) of all consideration received by NMMI
in connection with the Change of Control Event equal to the dollar value between
four hundred  million and one dollars  ($400,000,001)  and five hundred  million
dollars ($500,000,000); and

                8.3.6.  Two percent (2%) of all  consideration received by  NMMI
in connection with the Change of Control Event equal to the dollar value between
five

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hundred million and one dollars ($500,000,001) and  six hundred million  dollars
($600,000,000).

                8.3.7.  F3  shall not be entitled  to receive any  percentage of
the consideration received by NMMI in connection with a Change of Control  Event
whereby NMMI receives  consideration  in excess of six hundred  million  dollars
($600,000,000).

                8.3.8.  In  the  event  of  a  Change  of  Control  Event,   any
Transaction  Fee  shall  be paid by NMMI to F3 with  the  same  type or types of
consideration  received by NMMI,  and shall be paid to F3 on a pro-rata basis by
the same type or types of consideration  received by NMMI.  Further,  NMMI shall
pay F3 the Transaction Fee in accordance with the same time frame as NMMI agrees
to receive payment as set forth in the terms of the Change of Control Event.

      9.   Termination.  If NMMI  has not received or  closed the Unit Financing
on  or  before  April  30,  2004  (the  "Termination   Date"),   this  Agreement
automatically terminates; provided, however, that in the event that NMMI has not
received or closed the Unit Financing by the  Termination  Date,  this Agreement
shall  be  automatically  extended  an  additional  sixty  (60)  days  from  the
Termination  Date  upon  written  request  provided  by NMMI to F3  prior to the
Termination  Date. The Parties  acknowledge  that NMMI is holding in escrow four
million eight hundred  thousand  dollars  ($4,800,000) of the Unit Financing and
the remaining amount to complete the Unit Financing is approximately two million
four hundred thousand dollars ($2,400,000).  F3 acknowledges and agrees that the
Unit Financing may include a change in the  investment  group and/or a change in
the currently contemplated amount to be received by NMMI.

      10.  Rights  and  Obligations  In  the  License  Agreement.   The  Parties
acknowledge and agree that all rights and obligations arising out of the License
Agreement  shall remain  intact and shall remain the rights and  obligations  of
NMMI.

      11.  Third Party Claims, Agreements, Understandings,  and Obligations. Any
third party claims,  agreements,  understandings,  arrangements,  or obligations
entered into by the Parties shall become the  exclusive and sole  responsibility
of the Party that has entered  into such  claim,  agreement,  understanding,  or
obligation.

      12.  Representations and Warranties of the Parties.

           12.1  Authority.  Each of the Parties has full power and authority to
enter  into  this  agreement.  All  action  on the  part of each of the  Parties
necessary for the authorization,  execution and delivery of this Agreement,  and
the  performance of all  obligations  of each of the Parties  hereunder has been
taken.

           12.2  Duly Organized and Validly Existing. F3 represents and warrants
that it is a duly organized and validly existing entity in the state in which it
organized.  Prior to execution of this Agreement, F3 shall provide proof that it
is duly  organized and validly  existing by providing NMMI with a Certificate of
Good Standing or a Certificate of Authority  (whichever is applicable)  and such
other documentation as is necessary.

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           12.3.   F3 Operating Agreement. Prior to execution of this Agreement,
F3  shall  provide  a copy  of its  Operating  Agreement  to NMMI  as  proof  of
its signatory's authority to bind F3 to this Agreement.

           12.4.   NMMI Representation. NMMI represents and warrants that it has
acquired Popovich's  interest in the revenue derived from the  commercialization
of OSD (the "Popovich Interest").

           12.5.   Consents  and  Approvals:  No  Conflict. The  execution   and
delivery of this Agreement by each of the Parties does not, and the  performance
of  this  Agreement  by  the  Parties  will  not, require any consent, approval,
authorization  or  other  action  by, or  filing  with or  notification  to, any
governmental  or regulatory authority. The execution,  delivery and  performance
of this Agreement by the  Parties  does not (i)  conflict  with  or  violate the
charter or  by-laws,  partnership  or other  governing  documents of any of  the
Parties, or (ii) conflict  with or violate  any law,  rule,  regulation,  order,
writ, judgment,  injunction, decree, determination, contract or award applicable
to any of the Parties.

           12.6.   Effectiveness of Representations and Warranties.  Each of the
Parties' representations and warranties contained in this Agreement are true and
correct.

      13.  Miscellaneous Provisions.

           13.1.  Integration.  This  Agreement  constitutes  the  complete  and
exclusive  agreement of the Parties and  supersedes  and cancels any other prior
oral and/or written  agreements or  understandings  of the Parties in connection
with such subject matter.

           13.2.  Compromising.  The  Parties  understand  that  this  Agreement
constitutes a compromise. No action taken by the Parties hereto, or any of them,
either previously or in connection with this Agreement shall be deemed to be (a)
an  admission  of the truth or falsity of any claims  heretofore  made or (b) an
acknowledgement  or  admission  by  either  party  of  any  fault  or  liability
whatsoever to the other Party or to any third party.

           13.3.   Confidentiality.  Each of the Parties agrees  not to disclose
to or discuss with any person,  except as where such  disclosure may be required
by law, court order, government  agency request  or subpoena, or  in  connection
with a legal proceeding,  the substance of this Agreement or matters relating to
any act or omission of any Party in connection with any other Party.

           13.4.   Governing Law. This Agreement shall be construed, interpreted
and applied in  accordance  with the  substantive  laws of the State of Florida,
without reference to its conflict of law rules.

           Any dispute between the Parties pertaining to this Agreement shall be
resolved  through  binding  arbitration  conducted by the  American  Arbitration
Association.  The  Parties  agree  that  any  arbitration  proceeding  shall  be
conducted in Florida and consent to exclusive  jurisdiction and venue there. The
award of the arbitrator(s) shall be final and binding, and the Parties waive any
right to appeal the arbitral  award, to the extent that a right to appeal may be
lawfully waived. Each Party retains the right to see judicial assistance (a)

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to compel  arbitration,  (b) to obtain injunctive relief and interim measures of
protection  pending  arbitration,  and  (c)  to  enforce  any  decision  of  the
arbitrator(s), including but not limited to the final award.

           13.5.   Successors  and Assigns.  No  Party  may  assign  any  of its
rights under this  Agreement  without  the prior  written  consent of  the other
Parties.  Subject to the preceding  sentence,  this Agreement shall apply to, be
binding in all respects  upon,  and inure to the benefit of the  successors  and
permitted  assigns of the  Parties.  Nothing  expressed  or  referred to in this
Agreement  shall be  construed to give any person other than the Parties to this
Agreement any legal or equitable right,  remedy,  or claim under or with respect
to this Agreement or any provision of this Agreement.  This Agreement and all of
its  provisions  and  conditions  are for the sole and exclusive  benefit of the
Parties to this Agreement and their successors and assigns.

           13.6.   Notices.  All  notices, demands and communications  hereunder
shall be in  writing  and  personally  delivered  or sent by first  class  mail,
certified or registered, postage prepaid, return receipt requested, addressed to
the  parties at the  address  below set forth,  or at such other  address as any
Party shall have  furnished to the other party in writing,  or shall be given by
telegram, telex, facsimile transmission,  overnight courier or hand delivery, in
any case to be effective  when  received,  provided  that actual  receipt  shall
constitute notice regardless of method of delivery.


           If to NMMI:               New Millennium Media International, Inc.
                                     200 Ninth Avenue North, Suite 200
                                     Safety Harbor, Florida 34695

           With a copy to:           David M. Otto
                                     The Otto Law Group, PLLC
                                     900 Fourth Ave., Suite 3140
                                     Seattle, WA 98164

           If to F3:                 As set forth on the signature page attached
                                     hereto.

           If to RFP:                As set forth on the signature page attached
                                     hereto.


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<PAGE>

           If to CMG:                As set forth on the signature page attached
                                     hereto.


           13.7.   Severability.  If any term  or provision of this Agreement or
any  application  thereof  shall  be  invalid  or  unenforceable,  such  term or
provision  shall be deemed to be severed and the remainder of this Agreement and
any  other  application  of such term or  provision  shall  not be  affected  or
invalidated thereby.

           13.8.   Counterparts. This Agreement may be executed by facsimile and
in one or more  counterparts,  all of which taken together shall  constitute one
and the same instrument.

           13.9.   Amendments. All amendments to this Agreement shall be made in
writing,  signed by the Parties, and no oral amendment shall be binding upon the
Parties.

           13.10.  Headings.  The headings or titles in this  Agreement are  for
the purpose of reference only and shall not in any way affect the interpretation
or construction of this Agreement.

           13.11.  Attorney's  Fees.  In the event of litigation to enforce this
Agreement,  the  prevailing  party will be entitled  to recover  its  reasonable
attorney's fees as determined by the court.

           13.12.  Construction.  Whenever the  singular  number is used in this
Agreement  and when  required by the context,  the same shall include the plural
and vice versa,  and the masculine  gender shall include the feminine and neuter
genders and vice versa.



                            [Signature page follows]




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<PAGE>

         IN WITNESS  WHEREOF,  the parties to this Agreement hereby execute this
Agreement on this 28th day of January, 2004.


NEW MILLENNIUM MEDIA INTERNATIONAL, INC.


      /s/ John Thatch
      ----------------------------
By:   John "JJ" Thatch
      ----------------------------
Its:  President
      ----------------------------



FUSION THREE, LLC                             ADDRESS:

      /s/ Steve Velte
      ----------------------------
By:   Steve Velte                             3837 Northdale Blvd.
Its:  Manager                                 Suite 193
                                              Tampa, FL 33624



RYAN FAMILY PARTNERS, LLC                     ADDRESS:

     /s/ William Ryan
     -----------------------------
By:  William Ryan                             1347 Exposition Blvd.
Its: Manager                                  New Orleans, LA 70018




CAPITAL MANAGEMENT GROUP, INC.                ADDRESS:

     /s/ Lisa Picard
     -----------------------------
By:  Lisa Picard                              2424 Pioneer Ave.
Its: Vice President                           Suite 405
                                              Cheyenne, WY 8200-3078



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