EXHIBIT 10.9

Marketing  Agreement  dated May 10, 2000 wherein  NMMI grants to  Carson-Jensen-
Anderson  Enterprises,  Inc.  marketing  rights  for  the  IllumiSign-Eyecatcher
display boards.

<PAGE>

                    CARSON-JENSEN-ANDERSON ENTERPRISES, Inc.
                    ----------------------------------------
                                      d/b/a
                                      -----
                          EYECATCHER MARKETING COMPANY
                          ----------------------------

                               Marketing Agreement
                               -------------------

THIS AGREEMENT,  is effective on the 10th day of May 2000 between New Millennium
Media International,  Inc., (a Colorado  Corporation)  (hereafter referred to as
"NMMI") with its principal place of business at 101 Philippe Parkway, Suite 300,
Safety Harbor, FL 34695 and Carson-Jensen-Anderson  Enterprises, Inc. (a Florida
Corporation)  d/b/a  Eyecatcher  Marketing  Company,  (hereafter  referred to as
"CJE") with its principal  place of business at 235 Four Knot Lane,  Osprey,  FL
34229.

WHEREAS,  NMMI  is in  the  business  of  supplying,  distributing  and  placing
electronic   and  static   display  boards   (including   casings,   containers,
attachments,  accessories and artwork contained in the display boards) hereafter
referred to as Eyecatcher Display Boards.

WHEREAS,  CJE is a  marketing  company  that  intends  to  locate  and place the
Eyecatcher  Display  Boards  within  various  locations,   stores,  offices  and
businesses  in select  locations  throughout  the (50) United  States as defined
below  and with the  limitations  as shown on  Exhibit  A  attached  hereto,  in
consideration for the payment by CJE to NMMI of a monthly usage fee;

NOW THEREFORE,  for in  consideration  of the mutual  covenants and undertakings
described herein and one dollar and other good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as follows:

     1.   Location(s) NMMI grants to CJE,  subject to the limitations  contained
          in Exhibit A attached hereto,  the exclusive right to market and place
          Eyecatcher Display Boards in any location,  store,  business,  office,
          venue both indoors and outdoors  throughout  much the United States by
          utilizing a dealer  network or  in-house  CJE  personnel.  CJE has the
          right to  determine  suitable  locations  for the  Eyecatcher  Display
          Boards. CJE will provide NMMI a quarterly  inventory of all Eyecatcher
          Display Boards along with a precise  listing of all site locations and
          addresses,  property  owner  consents and copies of all site  location
          contracts.  Subject to the limitations contained in Exhibit A attached
          hereto, CJE will have the exclusive right throughout the United States
          to sell  advertising  for the  Eyecatcher  Display  Boards both at the
          local and national level to any suitable advertiser. NMMI shall retain
          a veto authority  relative to  suitability  of ads and  locations.  It
          being  agreed that  morality,  legality and good taste as well as good
          business sense shall be major factors of consideration.

                                       1
<PAGE>

     2.   Advertising  and Marketing  NMMI will provide to CJE all necessary and
          pertinent  information  relating to NMMI and the Eye  Catcher  display
          boards to assist  CJE  and/or the  dealer  network  in  marketing  the
          Eyecatcher  Display  Boards.  CJE will be responsible for all printing
          and marketing sales and solicitational  literature. All such sales and
          solicitational  literature shall contain,  prominently displayed,  the
          official  NMMI  logo.   Any  and  all  leads  or  referrals  from  any
          advertisements  that are placed or running  at the  execution  date of
          this  Agreement or until the  termination  date of such ads by NMMI or
          its previous  subsidiaries,  dealers or affiliates will be provided to
          CJE.

     3.   Usage Fees NMMI will supply to CJE  Eyecatcher  Display  Boards in the
          quantities as hereinafter stated for which CJE will pay NMMI a monthly
          usage fee as listed in Exhibit B attached hereto.  Such usage fees are
          to be paid no later than  thirty (30) days from the date of receipt by
          CJE of the Machine(s) at dealer(s) or CJE(s)  location(s).  There will
          be no exception to the time of payment and no grace period is granted.
          Time is of the essence regarding all payments.

     4.   Poster/ad Policies CJE shall to be responsible for all ad sales in the
          Eyecatcher  Display  Boards and to contract with NMMI for all creative
          services.  CJE will supply to NMMI sufficient raw information and data
          and advertisers' logo and other  advertising  material so as to enable
          NMMI to create the necessary posters for the display boards. NMMI will
          perform this service  within a reasonable  period of time so as to not
          incapacitate  the  business  of CJE or its  dealers.  CJE  and/or  its
          dealers will  compensate  NMMI an hourly  rate,  as shown on Exhibit B
          attached hereto, for all creative services, artwork, layout, animation
          and all other creative work that is required to make the advertisement
          suitable for display on NMMI's  Machine(s).  CJE and its dealers shall
          notify NMMI at least  seventy two (72) hours in advance of any content
          or advertising  changes intended.  If NMMI does not timely perform the
          creative  service  regarding  ads, CJE and its  dealers,  at their own
          expense and without  liability to NMMI,  may contract  with an outside
          creative  services  company to provide the ads which ads shall  comply
          with the  specifications  of NMMI and NMMI shall have the singular and
          absolute  discretion  as to  rejection  or approval  of ads  regarding
          artistic aesthetics,  layout,  material onto which the art is printed,
          material  weight and substance  type so as to not damage or impair the
          performance  of the  Machine(s).  If the  advertiser  supplies its own
          posters or artwork that merely needs to be enlarged or copied onto the
          poster  material by NMMI without  necessity for any touchup,  the flat
          fee rate shall be as shown on Exhibit B  attached  hereto.  Any poster
          space not otherwise  rented to third parties may be used by NMMI at no
          charge, to promote NMMI and or it's programs (including one charitable
          organization  to be named by NMMI. CJE must give permission for use of
          space, which shall not be unreasonably withheld.

                                       2
<PAGE>

     5.   Installation All Eyecatcher  Display Boards shall be delivered in good
          working  condition  by NMMI to CJE, or any  authorized  dealer of CJE,
          f.o.b.  Clearwater,  Florida.  It is  the  responsibility  of  CJE  to
          transport  and install the  Eyecatcher  Display  Boards.  CJE shall be
          responsible  for all  maintenance  and repairs  subsequent to delivery
          except for the warranty as stated hereinafter. CJE will be responsible
          for all Displays and will insure that each  location and or dealer has
          proper  insurance to cover each board  against fire or theft up to the
          amount of $5000.  for each Display and shall indemnify such. CJE shall
          produce  upon request  proof of coverage  for all  Displays  under CJE
          control.

     6.   Returns  If  Machine(s)   arrive  at   installation   site  defective,
          inoperable  or  broken,  CJE will pay all return  shipping  costs from
          dealer or CJE location back to NMMI's  warehouse or principal place of
          business.

     7.   Service CJE and its dealers agree to properly  service and maintain at
          all  times  the  Eyecatcher  Display  Boards  at site  locations.  All
          Eyecatcher Display Boards are warranted by NMMI against nonperformance
          caused  by  manufacturer  defect  for a period  of one (1)  year  from
          delivery  date.  For said  one-year  term,  NMMI  agrees to supply all
          necessary  parts  and/or  replace any Machine  that is not in operable
          condition caused by manufacturer  defect. NMMI will not be responsible
          for any  damage  caused by  electrical  surge or any other  electrical
          inadequacy.  All labor for the repairs,  replacement or reinstallation
          shall  be  supplied  by  CJE.   NMMI  shall  train  CJE  personnel  in
          Clearwater,  Florida for all logical repair issues.  After the one (1)
          year  warranty  period,  CJE and its dealers will be  responsible  for
          parts  and  labor  for  repairing,   servicing  and   maintaining  the
          Eyecatcher Display Boards in excellent condition. All repairs shall be
          timely so as not to cause any negative  appearance  within the Machine
          location sites.  NMMI agrees to maintain an inventory of all parts and
          supplies for CJE and its dealers.

     8.   Ownership  The  Eyecatcher  Display  Boards  installed  at any and all
          locations  contracted  by CJE and its dealers will at all times remain
          the  property  of  NMMI.  CJE and its  dealers  acknowledge  that  the
          Eyecatcher  Display  Boards  are owned by NMMI and CJE  merely has the
          temporary limited  beneficial use of the Eyecatcher Display Boards for
          which CJE receives a fee from the  advertiser  and pays a usage fee to
          NMMI. By having executed, signed and returned to NMMI the Consent form
          attached  hereto as Exhibit D, CJE shall inform all of its dealers and
          the site location owners that the Eyecatcher  Display Boards are owned
          by NMMI.  Each Machine shall have  prominently  displayed on its front
          the NMMI logo with the NMMI  address  and phone  numbers;  all legally
          necessary patent  information and data; and CJE logo. Said names, logo
          and address shall be maintained in "like new"  appearance at all times
          and  shall  be of such  size,  location  and  appearance  so as to not
          detract from the primary advertising display intent,  i.e., the ads of
          the paying advertisers.

                                       3
<PAGE>

     9.   Operation CJE and its dealers agree that the Eyecatcher Display Boards
          will  at  all  times  be  connected  to  an  electrical  power  source
          sufficient  to operate the Machine and that  electrical  power will be
          supplied by the site location  owner to the  Machine(s)  during normal
          business hours.

     10.  Nonpayment of usage fee NMMI, at its sole  discretion,  may remove any
          Machine(s)  at the expense of CJE if the monthly usage fee payment for
          the specified  Machine is not received by NMMI within thirty (30) days
          from  installation.  There  is no  grace  period  and  time  is of the
          essence.  CJE hereby releases and holds harmless NMMI from any and all
          liability and/or legal action and damage resulting from removal of any
          Machine  because of  non-payment.  The written  contract  between CJE,
          CJE's  dealers,  the  advertisers  and the site location  owners shall
          state that the Eyecatcher  Display Boards are owned by NMMI and if the
          monthly usage fee is not timely paid by CJE to NMMI, NMMI reserves the
          right to collect from the advertisers and site owners all fees as they
          become  due.  With the  intent  of this  paragraph  in mind as well as
          paragraph  13,  CJE hereby  assigns to NMMI all rights to collect  any
          money due from any and all of the  advertisers,  dealers  and/or  site
          owners upon properly executed  affidavit of any officer or director of
          NMMI stating that there has been a nonpayment  of money as required by
          this  contract  or a  termination  as stated in  paragraph  13 of this
          contract.

     11.  Copy CJE and its  dealers  agree  that it will not  install  a Machine
          unless at least four (4) display  ads have been sold or are  installed
          in the machine. CJE and its dealers represent that they have and/or at
          the time of display to the public  will have full  authority  from the
          advertiser to utilize any  trademark,  logo, or  copyrighted  material
          used in the proposed advertisement.  CJE and its dealers agree to hold
          harmless and defend NMMI against any and all legal  actions that arise
          from any such dispute and/or infringement.  NMMI reserves the right to
          refuse  or  withdraw  any   advertisement   copy  that,  in  its  sole
          discretion,  is considered  unlawful,  detrimental or otherwise in the
          discretion of NMMI is determined to be objectionable.

     12.  Notices Any notice,  demand or request  required  or  permitted  to be
          given hereunder shall be in writing and shall be deemed effective five
          (5)  business  days after having been  deposited in the United  States
          Mail, postage prepaid, registered or certified and addressed to CJE or
          NMMI to the  addresses  listed  in this  Agreement.  Either  party may
          change its address for purposes of this  Agreement  by written  notice
          given in accordance herewith.

     13.  Termination  Either  party  shall  have the  right to  terminate  this
          Agreement upon the occurrence of any of the following events:

          a.   Breach  or  default  by the  other  party  of  any of the  terms,
               obligations, covenants,  representations or warranties under this
               Agreement.  In such case, the  non-defaulting  party shall notify
               the other party of

                                       4
<PAGE>

               such alleged breach or default and that party shall have ten (10)
               days to cure the  default  except for the  payment of money which
               shall be deemed to be a default if not promptly  paid when due as
               heretofore stated herein.

          b.   The other  party is  declared  insolvent  or bankrupt or makes an
               assignment  for  the  benefit  of  creditors  or  a  receiver  is
               appointed  or any  proceeding  is demanded by, for or against the
               other party under any  provision  of the  Bankruptcy  Code or any
               amendment thereof.

          c.   If CJE does not meet its  quotas as agreed to in Para 15. and CJE
               loses the  exclusivity to the U.S.,  NMMI will allow CJE to still
               operate  it's  existing  boards,  as long as all other  terms and
               conditions  of this  contract  are in force and all  payments are
               current.

          Upon termination of this Agreement CJE will immediately supply to NMMI
          up-to-date  documents,  books of  account,  leases,  invoices  and all
          records  pertinent and relevant for NMMI to determine the then present
          status  of  the  leases,  payments,  receipts  and  all  terms  of all
          agreements with dealers and site location owners.

     14.  Advertiser(s)  NMMI agrees that all advertisers  that advertise on the
          NMMI  Machine(s) are the clients of CJE and its dealers.  In the event
          of  termination  of this  Agreement  other than for cause as stated in
          paragraph  13 or because of  nonpayment,  NMMI will not  contact  said
          advertising  clients for a period of one (1) year after the  Agreement
          termination date. Other than when termination for cause, all monies or
          advertising  revenue will be paid to CJE and/or its dealers until such
          Machine(s)  are removed from  specified  locations or no more than one
          year after the  Agreement  termination  date.  Other than as permitted
          herein  in the  event  of a  default  and  during  the  term  of  this
          Agreement, NMMI agrees at no time to contact CJE's advertising clients
          without the written  permission  of CJE.  NMMI  reserves  the right to
          purchase advertisements on all boards under CJE control or CJE dealers
          control,  at a flat  rate of  $40.00  per  display  poster,  based  on
          availability.  The  purpose  of  this  is to sell  space  to  national
          accounts  CJE agrees to not contact any of the  strategic  partners of
          New  Millennium  Media  International,  Inc.,  including the suppliers
          and/or  manufacturers  of the Eyecatcher  Display Boards or such other
          national  advertising  clients of NMMI as are advertisers or potential
          advertisers  of NMMI.  CJE will have the  ability to recruit  National
          Advertisers  on a  non-exclusive  basis,  and will inform NMMI of such
          contacts. Once a National account is contacted by CJE, NMMI will issue
          a Letter of Protection to CJE on each account,  so that CJE can pursue
          such account.

     15.  Term This  Agreement  shall become  effective  June 15, 2000 and shall
          expire on December 31, 2001 after which date this contract may be

                                       5
<PAGE>

          renewed  for  three  terms of one year  each  provided  that CJE shall
          achieve the following performance milestones:

               a.  within  the  first 60 days  from the  effective  date of this
               Agreement CJE accepts for delivery 20 Eyecatcher  Display  Boards
               and  is in  full  compliance  with  all  of  the  terms  of  this
               Agreement; and

               b.  within  the  second 60 days from the  effective  date of this
               Agreement  CJE accepts  for  delivery  40  additional  Eyecatcher
               Display Boards and is in full compliance with all of the terms of
               this Agreement; and

               c.  within  the  third 60 days  from the  effective  date of this
               Agreement  CJE accepts  for  delivery  40  additional  Eyecatcher
               Display Boards and is in full compliance with all of the terms of
               this  Agreement  (at the end of this 180 day  period  CJE has 100
               Eyecatcher Display Boards); and

               d. within the next following 180 days after  paragraph "c" above,
               CJE accepts for delivery 200  Eyecatcher  Display  Boards (at the
               end of this 360 day period CJE has 300 Eyecatcher Display Boards)
               and CJE is in  full  compliance  with  all of the  terms  of this
               Agreement; and

               e. within the next 90 days after paragraph "d" above, CJE accepts
               for  delivery an  additional  ten percent of the total  number of
               Eyecatcher  Display  Boards  heretofore  delivered (30 additional
               Eyecatcher Display Boards) and CJE is in full compliance with all
               of the terms of this Agreement; and

               f.  thereafter CJE accepts for delivery every ninety (90) days an
               additional ten percent (10%) of the prior  ninety-day  term total
               number of Eyecatcher  Display Boards accepted for delivery and is
               in full compliance with all of the terms of this Agreement.

          The Order Form attached hereto as Exhibit C completed in full shall be
          used by CJE for all Machine orders.

          CJE may return any  Eyecatcher  Display  Boards at any time.  At which
          time the billing will stop, as long as the Display is returned in good
          working order and CJE has met its quotas, as referenced in Para 15.

          The customary delivery of Eyecatcher Display Boards by NMMI is four to
          six weeks from time of placing the order.

          Presently  CJE has in its  possession  seven  (7)  Eyecatcher  Display
          Boards  The usage fee for these  Eyecatcher  Display  Boards  will not
          begin to accrue until June 15, 2000.

     15.  Entire  Agreement  This  Agreement  constitutes  the entire  Agreement
          between  the  parties   concerning   the  subject  matter  hereof  and
          supersedes  all  prior  and  contemporaneous  Agreements  between  the
          parties. Neither party is relying upon any warranties, representations
          or inducements not set forth herein.

     16.  Successors This Agreement shall be binding on and inure to the benefit
          of NMMI and its  successors  and  assigns  and any  person  or  entity
          acquiring,

                                       6
<PAGE>

          whether by merger, consolidation, purchase of assets or otherwise, all
          or  substantially  all of the NMMI assets and business.  CJE shall not
          assign any of its rights nor  obligations  provided in this  Agreement
          without the prior  written  consent of NMMI.  Said consent shall be in
          the sole discretion of New Millennium Media International, Inc.

     17.  Applicable Law & Venue This Agreement shall be construed in accordance
          with the laws of the State of Florida  and all actions and or disputes
          involving  or  surrounding  this  Agreement  shall  have the  venue of
          Pinellas County, Florida.

WHEREFORE, the parties have entered into this Agreement as of the date set forth
above.

New Millennium Media International, Inc.        Carson-Jensen-Anderson
                                                Enterprises, Inc.
                                                d/b/a Eyecatcher Marketing
                                                Company

By: /s/ John Thatch                             By: /s/ Peter Jensen
    -------------------------------------           ----------------------------
It's  President/CEO     I                       It's  President
      John Thatch                                     Peter Jensen

Date: 5-10-00                                   Date: 5-10-00
      -----------------------------------             --------------------------

                                       7
<PAGE>

                                    Exhibit A
                                (Marketing Area)

The marketing area granted to CJE shall encompass the entire  (50)United  States
except for Pinellas County and  Hillsborough  County,  Florida,  which are under
contract prior to this agreement,  if such contracts  become  available CJE will
have  first  right of refusal to  acquire  these  territories,  upon terms to be
negotiated,  and the  following  are  entities  that  NMMI has  been  discussing
accounts with and/or have agreements with as follows:

     Denis Harker - The Florida Keys,  exclusive  and, first right of refusal of
     Dade County.
     Monicca Denissen - The Milwaukee Area, non exclusive.
     Ken Patel - Orlando, Lakeland, Leesburg (Florida)area, non exclusive.
     Ron Thomas - Gulf Breeze, Florida, non exclusive.
     Rich Schemenaur - Cincinnati, Ohio, non exclusive.
     Scott Majeras - Hawaii, exclusive limited time left on quota.
     Mark  Western - Las  Vegas  hotels,  exclusive  to MGM,  Harra's,  Treasure
     Island, Rio, Golden Nugget, Four Queens, Ballys.
     Dick Collett - Marroit Hotels.
     Dave Wright -  Maryland/Baltimore  area, non exclusive.  Exclusive includes
     Safeway Stores, Shop Rite stores,  A&P/Superfresh,  Ames, Wards,  Bradlees,
     Sears, K-Mart, Bally Fitness Centers, DC/Philadelphia/Boston Metro Systems,
     Caldor, Wal Mart, Konls, JC Penny, Family Dollars, Dollar General, National
     Institutes of Health,  National Naval Medical center, The Javits Convention
     Center, GBC Restaurants,  and Wegmann's.  Will have six months lead time to
     establish  accounts  or they will turn back over to CJE if no  progress  is
     being made.

and all  United  States  national  retail  accounts.  It is also  noted that the
manufacturer  of  the  Eyecatcher  Display  Boards  in  the  past  sold  several
Eyecatcher  Display  Boards  to  individuals  and/or  entities  other  than  New
Millennium  Media  International,  Inc.  These  Eyecatcher  Display  Boards  are
presumed to be in use  somewhere in the United  States.  The rights of CJE under
the terms of this contract are subject to these Eyecatcher Display Boards.

                                       8
<PAGE>

                                    Exhibit B
                                 (Fee Schedule)

Eyecatcher Display Unit
Poster Size in Inches             Usage Fee per Month

11 x 17                                   $350
17 x 22                                   $400
20 x 30                                   $475
30 x 40                                   $500
40 x 60                                   $550
48 x 72                                   $600

All posters displayed in the Eyecatcher  Display Boards must be printed by NMMI.
The charge for sizing (static enlargement of existing  reproducible artwork) and
printing  without  any  touchup is $25.00 per poster for the 11 x 17 and 17 x 22
sizes.  The sizing and printing charge for 20 x 30 and 30 x 40 is $45.00 and all
larger sizes listed above is $75.00 per poster.  NMMI  reserves the right in its
sole discretion to reject any unsuitable artwork.

Creative  artwork  services  supplied  by NMMI in  designing,  compiling  and/or
touchup of existing  artwork shall be billed to CJE at the hourly rate of $45.00
in minimum increments of 30 minutes each.

These  prices for usage fees,  sizing/printing  and  creative  artwork  shall be
subject  to an annual  increase  at a rate of five  percent  (5%) over the prior
year's rate beginning January 1, 2002.

                                       9
<PAGE>

                                    Exhibit C
                                  (Order Form)

Date of order: ____________________________________________________________

Name of site of Machine location: _________________________________________

Address of Machine location: ______________________________________________

Machine size: _____________________________________________________________

Machine serial number: ____________________________________________________

I hereby order from NMMI the above described  Machine  intended to be located at
the site  described  above.  If this  Machine is located  anywhere  else, I will
immediately  notify  NMMI in  writing.  The site owner or lessee of the site has
been notified and has signed the Owner/Lessee Consent Form.

Carson-Jensen Enterprises, Inc.
d/b/a Eyecatcher Marketing Company

By: __________________________
(authorized representative)

Date: ________________________

                                       10
<PAGE>

                                    Exhibit D
                           (Owner/Lessee Consent Form)

Date of order: ____________________________________________________________

Name of site of Machine location: _________________________________________

Address of Machine location: ______________________________________________

Machine size: _____________________________________________________________

Machine serial number: ____________________________________________________

I hereby state that I am the  owner/lessee  of the above named site at the above
address and I have full individual and corporate  authority to grant  permission
for  the   installation   of  the  Illummisign   "Eyecatcher"   Machine  at  the
above-described  location.  I hereby grant permission to install the Illummisign
"Eyecatcher" Machine at the above-described location.

I acknowledge and understand that the above-described Machine is the property of
New  Millennium  Media  International,  Inc., 101 Philippe  Parkway,  Suite 300,
Safety Harbor, Florida 34695, phone (727) 797-6664.

I agree  that if any  dispute  arises  because  of the  placement  of the  above
described  Machine,  I hold harmless the owner of said Machine,  New  Millennium
Media  International,  Inc.,  and  will  cooperate  with  the  said  owner,  New
Millennium  Media  International,  Inc.,  for the return of said Machine to said
owner  and  grant  permission  to  said  owner  to  enter  the  above  described
property/premises  to take possession of said Machine. I further understand that
I have no right of claims  against  said Machine now or in the future and should
any such right arise  because of any law in the future,  I hereby waive all such
possessory rights or claims.

________________________________
(name of location)

________________________________
(name of corporate entity)

________________________________
(Corporate capacity, pres, sec, treas, etc.)

________________________________
(name of individual signing)

                                       11
<PAGE>

                                   Addendum to

Carson Jensen Anderson  Enterprises,  Inc., d/b/a Eyecatcher  Marketing Company,
Marketing  Agreement  effective  May 10, 2000 and entered into May 10, 2000 with
New Millennium Media International, Inc.

The  undersigned  parties  mutually  agree in all  respects to the terms of this
Addendum as follows:

1.   The Carson Jensen Anderson  Enterprises,  Inc., d/b/a Eyecatcher  Marketing
     Company,  Marketing  Agreement  effective May 10, 2000 and entered into May
     10,  2000  with  New  Millennium  Media   International,   Inc.  (hereafter
     "Agreement")  is hereby  appended  by  including  an  additional  paragraph
     designated as follows in its entirety:

          19.   Indemnification   and  Hold  Harmless   Carson  Jensen  Anderson
          Enterprises,  Inc.,  d/b/a  Eyecatcher  Marketing  Company  (hereafter
          "Indemnifying  Party")  covenants and agrees to defend,  indemnify and
          hold  harmless  New  Millennium  Media  International,  Inc.  and  its
          officers, directors, employees, attorneys, accountants, affiliates and
          agents  (collectively,  the 'Indemnified Party") from and against, and
          pay or reimburse the  Indemnified  Party for any and all  liabilities,
          obligations,  losses, costs, deficiencies or damages (whether absolute
          or accrued) including  interest,  penalties and reasonable  attorneys'
          fees and expenses  incurred in the  investigation or defense of any of
          the same or in  asserting  any of their  respective  rights  hereunder
          (collectively,  "Losses")  resulting  from or  arising  out of (i) the
          incorrectness or breach of any  representation or warranty made by the
          indemnifying  Party  in this  Agreement  or (ii) the  failure  of such
          indemnifying  Party to  perform  any  covenant  or  fulfill  any other
          obligation  contained  in this  Agreement.  In the  case of any  claim
          asserted by a third party against an Indemnified  Party,  notice shall
          be given by the Indemnified  Party to the Indemnifying  Party promptly
          after such  Indemnified  Party has actual knowledge of any claim as to
          which indemnity may be sought and the  Indemnified  Party shall permit
          the Indemnifying Party (at the expense of such Indemnifying  Party) to
          assume the defense of any claim or any litigation resulting therefrom,
          provided  that (i)  counsel  for the  Indemnifying  Party,  who  shall
          conduct the defense of such claim or  litigation,  shall be reasonably
          satisfactory to the Indemnified  Party, and the Indemnified  Party may
          participate  in such  defense,  but only at such  Indemnified  Party's
          expense and without any  indemnification  for such expense pursuant to
          this Section,  and (ii) the omission by any Indemnified  Party to give
          notice as provided herein shall not relieve the Indemnifying  Party of
          its  indemnification  obligation  under this  Agreement  except to the
          extent that such omission results in a failure of actual notice to the
          Indemnifying

                                       12
<PAGE>

          Party  and such  Indemnifying  Party is  damaged  as a result  of such
          failure of actual notice to the  Indemnifying  Party.  No Indemnifying
          Party, in the defense of any such claim or litigation,  shall,  except
          with the consent of the Indemnified Party: (i) consent to entry of any
          judgment  or enter into any  settlement  which does not  include as an
          unconditional  term thereof the giving by the claimant or plaintiff to
          such Indemnified Party of a release from all liability with respect to
          such claim or  litigation  or (ii) pursue any course of defense of any
          claim subject to indemnification  hereunder,  if the Indemnified Party
          shall  reasonably and in good faith determine that the conduct of such
          defense might be expected to affect adversely the Indemnified  Party's
          tax  liability or ability to conduct its  business.  In the event that
          the  Indemnified  Party shall  reasonably and in good faith  determine
          that any proposed  settlement of any claim subject to  indemnification
          hereunder  by the  Indemnifying  Party  might be  expected  to  affect
          adversely the Indemnified  Party's tax liability or ability to conduct
          its business,  the Indemnified Party shall have the right at all times
          to take over and assume control over the  settlement,  negotiations or
          lawsuit   relating  to  any  such  claim  at  the  sole  cost  of  the
          Indemnifying  Party,  provided that if the  Indemnified  Party does so
          take over and assume control,  the amount of the indemnity required to
          be paid by the  Indemnifying  Party shall be limited to the amount the
          Indemnifying  Party is able to  reasonably  demonstrate  that it could
          have  settled  the  matter  for  immediately  prior  to  the  time  of
          assumption.  In the event that the Indemnifying  Party does not accept
          the defense of any matter as above  provided,  the  Indemnified  Party
          shall have the full right to defend  against any such claim or demand,
          and shall be  entitled to settle or agree to pay in full such claim or
          demand,  in its  sole  discretion.  In any  event  all  parties  shall
          cooperate  in the  defense  of any  action  or claim  subject  to this
          Agreement and the records of each shall be available to the other with
          respect to such defense."

2.   In all  other  respects  all  terms  and  conditions  of the May  10,  2000
     Agreement remain unchanged and are hereby ratified and approved.

WHEREFORE,  the parties have  entered into this  Agreement as of the 19th day of
May 2000.

New Millennium Media International, Inc.        Carson Jensen Anderson
                                                Enterprises, Inc. d/b/a
                                                Eyecatcher Marketing Company

By: /s/                                         By: /s/
    -------------------------------------           ----------------------------
Date: 6-13-00                                   Date: 6-13-00
      -----------------------------------             --------------------------