EXHIBIT 10.9(a)

Compromise  and  Settlement  Agreement  between   Carson-Jensen-Anderson,   Inc.
terminating the marketing rights agreement for the IllumiSign-Eyecatcher display
boards.

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                       COMPROMISE AND SETTLEMENT AGREEMENT

THIS AGREEMENT,  is made and entered into on the 2nd day of May 2001 between New
Millennium  Media  International,  Inc.,  a  Florida  corporation,  (hereinafter
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. d/b/a  EyeCatcherPlus,  a Florida  corporation,  (hereinafter
referred  to as "CJE"),  with its  principal  place of business at 235 Four Knot
Lane, Osprey, FL 34229.

WHEREAS,  NMMI and CJE entered into a marketing  agreement dated October 1, 2000
(hereinafter referred to as "Marketing Agreement");

WHEREAS,  NMMI  asserts a claim  against  CJE based upon the facts  alleged in a
demand  letter to CJE dated March 3, 2001 (said  letter is  attached  hereto and
incorporated herein by reference);

WHEREAS,  CJE  disputes  the alleged  facts and the amount of the  liability  in
connection with the aforementioned  asserted claim of NMMI (hereinafter referred
to as "Dispute");

WHEREAS, CJE has tendered to NMMI an offer to compromise and settle the Dispute;

WHEREAS,  NMMI  has  unconditionally   accepted  the  terms  of  compromise  and
settlement offered by CJE;

WHEREAS,  both parties wish to reach a full and final  settlement of all matters
and all causes of action arising out of the alleged facts and claim as set forth
above;

WHEREAS,  both parties hereby intend to terminate the Marketing Agreement and to
mutually release the other party from all rights,  duties,  and obligations that
exist under the Marketing Agreement;

NOW,  THEREFORE,  in  consideration  of the promises,  covenants and  conditions
contained herein,  including,  but not limited to, the parties' mutual agreement
to compromise a bona fide dispute and to settle a controverted  matter of claim,
ten  dollars  and  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:

     1.   TERMINATION  OF  MARKETING  AGREEMENT.  The October 1, 2000  Marketing
          Agreement  by and  between  NMMI  and  CJE  is  hereby  cancelled  and
          terminated  in total and said  Marketing  Agreement  is of no  further
          force and effect.  Excepting the rights and obligations  created under
          this Compromise and Settlement Agreement,  all claims, rights, duties,
          obligations,  and liabilities existing between the parties prior to or
          at the time of execution of this  Compromise and Settlement  Agreement
          are hereby fully and completely satisfied, discharged, and terminated.

     2.   TERMS OF  SETTLEMENT.  CJE hereby  conveys and/or assigns to NMMI, all
          right, title and interest that CJE has in the following property:



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          a.   The EyeCatcherPlus  website - to include all marketing leads that
               have been generated by the website,  excepting  specifically  the
               Regal Cinemas and the Hoyt Theatres corporate accounts.

          b.   The CJE marketing materials - to include, but not limited to, all
               paper  literature,   video  VHS  tapes,  CD  Rom   presentations,
               camera-ready  artwork, and supplies,  excepting  specifically the
               Regal Cinemas and the Hoyt Theatres corporate accounts.

          c.   The  CJE  Uniform  Franchise  Offering  Circular  (UFOC)  and all
               related paperwork,  excepting  specifically the Regal Cinemas and
               the Hoyt Theatres corporate accounts.

          d.   All existing CJE franchise rights, including, but not limited to,
               Creative  Advertising,  Inc.  (Brad Taylor)  operating in Oregon,
               Washington,  and Northern California,  excepting specifically the
               Regal Cinemas and the Hoyt Theatres corporate accounts.

          e.   All existing CJE dealership  rights,  including,  but not limited
               to, Greg Patterson  (Canada);  Bud Keyes (Green Bay, WI); and Lou
               Colon  (Hollister,  CA),  excepting  specifically  Vinod  Kulhari
               (Florida);  the Regal  Cinemas  corporate  account,  and the Hoyt
               Theatres corporate account.  CJE hereby grants permission to NMMI
               to contact  Vinod  Kulhari  for the purpose of  contracting  with
               Vinod  Kulhari as a dealer  for NMMI,  and,  provided  that Vinod
               Kulhari  desires to contract with NMMI as a dealer for NMMI,  CJE
               agrees to waive all  existing  dealership  rights with respect to
               Vinod  Kulhari,  excepting  specifically  any monies then due and
               owing to CJE from Vinod Kulhari.

          f.   All existing CJE "Corporate Accounts," including, but not limited
               to GKC Theatres  and C & K Markets,  excepting  specifically  the
               Regal  Cinemas  and  Hoyt  Theatres  corporate  accounts.  It  is
               understood  and agreed that the parties shall in no  unmistakable
               terms take such steps and measures as are reasonably necessary to
               assure  that  the  said   "Corporate   Accounts"   are  not  only
               contractually   conveyed  to  NMMI,  but  that  said   "Corporate
               Accounts" are properly  introduced to NMMI in a friendly  fashion
               and, with unwavering sincerity, recommended to NMMI.

          g.   The CJE  agency  rights  with  respect to  Continental  High-Tech
               Marketing & Sales,  Inc. and Airpass  Wireless,  Inc.,  excepting
               specifically  the  Regal  Cinemas  and  Hoyt  Theatres  corporate
               accounts.

          h.   The CJE Microsoft  Access  Database,  excepting  specifically the
               Regal Cinemas and Hoyt Theatres corporate accounts.

          CJE agrees to promptly  execute any and all documents  required and/or
          necessary  to  complete  the  above  identified   conveyances   and/or
          assignments.

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          CJE agrees to convey to NMMI all right, title, and interest in the CJE
          EyeCatcherPlus  name. CJE further  agrees to promptly  execute any and
          all documents  required  and/or  necessary to complete this conveyance
          and the intention of this conveyance.  Notwithstanding said conveyance
          to NMMI of all right,  title,  and interest in the CJE  EyeCatcherPlus
          name,  CJE  expressly  reserves  any and all  existing  EyeCatcherPlus
          contractual  rights,  not otherwise  conveyed  and/or assigned to NMMI
          herein,  which exist at the time of execution of this  Compromise  and
          Settlement  Agreement,  to  include  specifically,  the Regal  Cinemas
          Corporate  Account;   the  Hoyt  Theatres   Corporate   Account;   any
          EyeCatcherPlus  Advertising  Accounts,  and the National  Sales League
          (NSL) Referral Agency.

          CJE agrees to promote the Nashville,  TN  EyeCatcherPlus  franchise on
          behalf of NMMI. CJE agrees to assist NMMI in obtaining a franchise fee
          from the prospective  Nashville,  TN franchisee,  David Pipken, in the
          amount of fifty  thousand  dollars  ($50,000.00).  The said payment of
          fifty thousand  dollars  ($50,000.00)  to NMMI within  forty-five (45)
          working  business  days  from  the  execution  and  delivery  of  this
          Compromise and Settlement Agreement shall be a condition subsequent to
          this Compromise and Settlement Agreement.

          Excepting display boards that have been placed with either a dealer or
          franchisee as identified in subparagraphs  2d, 2e, or 2f herein above,
          CJE shall, within twenty (20) working business days from the execution
          and delivery of this  Compromise and Settlement  Agreement,  return to
          NMMI all  display  boards  which are  titled  and  owned by NMMI.  The
          returned display boards shall be in the same working condition as they
          were when  delivered to CJE, less  reasonable  wear and tear resulting
          from normal and customary usage and shipment.

          NMMI shall return to CJE all original  artwork provided to NMMI by CJE
          advertising   account   entities   for  purpose  of  creating   poster
          advertisements for display in NMMI's display board. Specifically, NMMI
          shall return all original artwork for 1) Sommersby Mortgage; 2) Burson
          Weathers Real Estate; and 3) First Street  Caloosahatchee  Development
          at the time of delivery of this  Compromise and Settlement  Agreement.
          CJE and NMMI  expressly  agree that all original  artwork  provided to
          NMMI by CJE  advertising  account  entities  is and shall  remain  the
          property of said advertising account entities.

     3.   MUTUAL  RELEASE.  Each of the  above-mentioned  parties,  on behalf of
          itself, its agents, stockholders, employees, representatives, assigns,
          and  successors,  hereby fully releases and discharges the other party
          and its agents, stockholders, employees, representatives, assigns, and
          successors from all rights,  claims,  and actions which each party and
          its above mentioned  successors now have or may have against the other
          party and/or the other party's above-mentioned  successors arising out
          of the October 1, 2000  Marketing  Agreement  between CJE and NMMI and
          all other obligations associated with said Marketing Agreement.

     4.   SCOPE OF RELEASE. This Compromise and Settlement Agreement is intended
          to  be  a  full  settlement  of  the  above-mentioned   Dispute.  This
          Compromise and Settlement  Agreement shall act as a release of any and
          all existing  claims that may arise from the October 1, 2000 Marketing
          Agreement between CJE

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          and NMMI and all other  obligations  associated  with  said  Marketing
          Agreement, whether such claims are currently known, unknown, patent or
          latent.  The parties  understand and acknowledge the  significance and
          consequence  of such  specific  intention  to  release  all claims and
          hereby assume full responsibility for any injuries,  damages,  losses,
          or liability  that they may  hereafter  incur from the October 1, 2000
          Marketing Agreement.

     5.   VOLUNTARY EXECUTION OF RELEASE; NO REPRESENTATIONS OR INDUCEMENTS. The
          above-mentioned  mutual release is freely and voluntarily  executed by
          each party after having been apprised of all relevant  information and
          data  and  after  having  had the  opportunity  to be  advised  by its
          respective attorney. Excepting the mutual promises expressly set forth
          herein,   neither  party,  in  executing  the  above-mentioned  mutual
          release, has relied on any inducements,  promises,  or representations
          made by either the other party or its agents, stockholders, employees,
          representatives, assigns, and successors.

     6.   NO ADMISSION OF LIABILITY. This Compromise and Settlement Agreement is
          the  compromise  of the  above-mentioned  Dispute  and shall  never be
          treated as an admission of liability by either party for any purpose.

     7.   DISPARAGING REMARKS.  Each of the parties hereto shall refrain from in
          any manner,  directly or  indirectly,  taking any action or saying any
          words  of a  disparaging  nature  about  any of the  parties  to  this
          Compromise  and  Settlement  Agreement.  In case of  violation of this
          Paragraph  7, the  aggrieved  party  shall be  entitled to any and all
          available legal and equitable remedy.

     8.   NONINTERFERENCE  WITH BUSINESS  RELATIONSHIPS.  Excepting the terms of
          settlement identified in Paragraph 2 herein above, each of the parties
          hereto  shall  refrain  from in any manner,  directly  or  indirectly,
          interfering with the business  relationships that exist at the time of
          the execution of this Compromise and Settlement  Agreement between the
          other  party  and  any  of  its  employees,  agents,  representatives,
          customers, affiliates, advertisers, or venue hosts. Specifically, NMMI
          expressly  agrees to refrain from  contacting  either Regal Cinemas or
          Hoyt Theatres for any purpose  whatsoever for so long as CJE maintains
          a business  relationship  with either Regal Cinemas or Hoyt  Theatres.
          Moreover,  NMMI  expressly  agrees  that  it  shall  not  contact  any
          advertising account to whom CJE has sold advertising on display boards
          that are situated on sites  controlled by either Regal Cinemas or Hoyt
          Theatres for purposes of collection.

          CJE agrees to refrain from  contacting  any  EyeCatcherPlus  corporate
          account,  franchisee, or dealer identified in Paragraph 2 of the terms
          of  settlement  herein  above,  provided that CJE shall be entitled to
          make those  communications  necessary  to effect the  assignments  and
          conveyances contemplated by this Settlement and Compromise Agreement.

          In case of violation of this Paragraph 8, the aggrieved party shall be
          entitled to any and all available legal and equitable remedy.

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     9.   GENERAL PROVISIONS.

          (a)  The laws of the State of Florida shall govern this Compromise and
               Settlement Agreement.  In the event of any litigation arising out
               of any terms of this  Compromise  and Settlement  Agreement,  the
               parties hereto agree that Pinellas  County,  Florida shall be the
               venue for such litigation.

          (b)  This  Compromise and Settlement  Agreement  represents the entire
               agreement between the parties with respect to this Compromise and
               Settlement  Agreement  and may be  modified  or  amended  only in
               writing signed by all parties.

          (c)  Any notice,  demand or request  required or permitted to be given
               by the parties  hereto  pursuant to the terms of this  Compromise
               and Settlement  Agreement shall be in writing and shall be deemed
               given when  delivered  personally or deposited in the U.S.  mail,
               First Class with postage  prepaid and addressed to the parties at
               the  addresses  of the  parties  set forth  herein or such  other
               address as a party may notify the others in writing.

          (d)  Any party's  failure to enforce any  provision or  provisions  of
               this Compromise and Settlement  Agreement shall not in any way be
               construed as a waiver of any such  provision or  provisions,  nor
               prevent that party thereafter from enforcing each and every other
               provision of this Compromise and Settlement Agreement. The rights
               granted  both  parties   herein  are  cumulative  and  shall  not
               constitute  a waiver of any  party's  right to  assert  all other
               legal remedies available to such party under the circumstances.

          (e)  Each of the parties to this  Compromise and Settlement  Agreement
               agrees  upon   request  to  execute  any  further   documents  or
               instruments  necessary  or  desirable to carry out the purpose or
               intent of this Compromise and Settlement Agreement.

          (f)  This  Compromise  and  Settlement  Agreement  may be  executed in
               separate counterparts,  each of which is deemed to be an original
               and all of  which  taken  together  constitute  one and the  same
               Compromise and Settlement Agreement.

          (g)  Except  as  otherwise   provided  herein,   this  Compromise  and
               Settlement  Agreement  shall bind and inure to the benefit of and
               be enforceable by the parties and their respective successors and
               assigns.

          (h)  Each of the parties hereto represents that he has full and proper
               legal  authority  to bind the  entity  for which he  signed  this
               Compromise and  Settlement  Agreement and that the said entity is
               fully  bound  by the  terms  of this  Compromise  and  Settlement
               Agreement.

          (i)  If any  provision  or clause of this  Compromise  and  Settlement
               Agreement  or the  application  thereof  to either CJE or NMMI is
               held to be invalid  by a court of  competent  jurisdiction,  then
               such  provision   shall  be  severed  from  this  Compromise  and
               Settlement  Agreement,  and such invalidity  shall not affect any
               other provision of this Compromise and Settlement Agreement,  the
               balance of which shall remain in and have its intended full force
               and effect.

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IN WITNESS  WHEREOF,  the  parties  hereto have  executed  this  Compromise  and
Settlement Agreement on the date as stated below.

Carson Jensen Anderson Enterprises, Inc., dba EyeCatcherPlus


By s/___________________________                Dated this 10th day of May 2001
            Brooks Carson, as President


New Millennium Media International, Inc.


By s/___________________________                Dated this 10th day of May 2001
            John "JT" Thatch, as President/CEO