Exhibit 4.1

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                             2000 STOCK OPTION PLAN

         1 Grant of  Options;  Generally.  In  accordance  with  the  provisions
hereinafter  set forth in this stock option  plan,  the name of which is the NEW
MILLENNIUM  MEDIA  INTERNATIONAL,  INC.  2000 STOCK OPTION PLAN (the "Plan") the
Board of  Directors  (the  "Board") or the  Compensation  Committee  (the "Stock
Option  Committee")  of NEW  MILLENNIUM  MEDIA  INTERNATIONAL,  INC., a Colorado
corporation, (the "Corporation") is hereby authorized to issue from time to time
on the Corporation's  behalf to any one or more Eligible Persons, as hereinafter
defined,  options to acquire shares of the Corporation's Common Stock, $.001 par
value (the "Stock").

         2  Type  of  Options.  The  Board  or the  Stock  Option  Committee  is
authorized to issue Incentive Stock Options  ("ISOs") that meet the requirements
of Section 422 of the Internal  Revenue Code of 1986,  as amended (the  "Code"),
which options are hereinafter  referred to collectively as ISOs or singularly as
an ISO. The Board or the Stock  Option  Committee  is also,  in its  discretion,
authorized  to issue options that are not ISOs,  which  options are  hereinafter
referred to collectively as Non Statutory  Options ("NSO's") or singularly as an
NSO. The Board or the Stock Option Committee is also authorized to issue "Reload
Options" in accordance  with Paragraph 8 herein,  which options are  hereinafter
referred to collectively  as Reload  Options,  or singularly as a Reload Option.
Except  where the  context  indicates  to the  contrary,  the term  "Option"  or
"Options" means ISOs, NSOs and Reload Options.

         3 Amount of Stock.  The aggregate number of shares of Stock that may be
purchased pursuant to the exercise of Options shall be Three Million (3,000,000)
shares.  Of this amount,  the Board or the Stock Option Committee shall have the
power and authority to designate  whether any Options so issued shall be ISOs or
NSOs,  subject to the  restrictions on ISOs contained  elsewhere  herein.  If an
Option  ceases  to be  exercisable,  in whole or in part,  the  shares  of Stock
underlying such Option shall continue to be available under this Plan.  Further,
if shares of Stock are  delivered  to the  Corporation  as payment for shares of
Stock  purchased  by the  exercise of an Option  granted  under this Plan,  such
shares of Stock shall also be available  under this Plan. If there is any change
in the  number of shares of Stock  due to the  declaration  of stock  dividends,
recapitalization  resulting in stock  split-ups or  combinations or exchanges of
shares of Stock,  or  otherwise,  the  number of shares of Stock  available  for
purchase upon the exercise of Options, the shares of Stock subject to any Option
and the exercise price of any outstanding Option shall be appropriately adjusted
by the  Board or the Stock  Option  Committee.  The  Board or the  Stock  Option
Committee  shall give notice of any  adjustments to each Eligible Person granted
an Option under this Plan and such adjustments shall be effective and binding on
all   Eligible   Persons.   If  because   of  one  or  more   recapitalizations,
reorganizations  or other  corporate  events,  the holders of outstanding  Stock
receive  something  other than shares of Stock then, upon exercise of an Option,
the Eligible  Person will receive what the holder would have owned if the holder
had exercised the Option  immediately  before the first such corporate event and
not disposed of anything the holder received as a result of the corporate event.

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         4        Eligible Persons.

                  (a) With  respect  to  ISOs,  an  Eligible  Person  means  any
individual who has been employed by the  Corporation or by any subsidiary of the
Corporation for a continuous period of at least six months.

                  (b) With respect to NSOs, an Eligible  Person  means:  (i) any
individual who has been employed by the  Corporation or by any subsidiary of the
Corporation for a continuous period of at least six months, (ii) any director of
the  Corporation or any subsidiary of the Corporation or (iii) any consultant of
the Corporation or any subsidiary of the Corporation.

         5 Grant of Options.  The Board or the Stock  Option  Committee  has the
right to issue the Options  established  by this Plan to Eligible  Persons.  The
Board or the Stock Option  Committee shall follow the procedures  prescribed for
it  elsewhere  in this Plan.  A grant of  Options  shall be set forth in writing
signed on behalf of the Corporation or by a majority of the members of the Stock
Option Committee. The writing shall identify whether the Option being granted is
an ISO or an NSO and shall set forth the terms that govern the Option. The terms
shall be determined by the Board or the Stock Option  Committee and may include,
among other terms,  the number of shares of Stock that may be acquired  pursuant
to the exercise of the Options,  when the Options may be  exercised,  the period
for which the Option is granted and including the expiration date, the effect on
the  Options if the  Eligible  Person  terminates  employment  and  whether  the
Eligible  Person  may  deliver  shares of Stock or  exchange  the  Option  for a
cashless exercise to pay for the shares of Stock to be purchased by the exercise
of the  Option.  However,  no term  shall be set forth in the  writing  which is
inconsistent  with any of the terms of this Plan. The terms of an Option granted
to an Eligible  Person may differ from the terms of an Option granted to another
Eligible  Person and may differ from the terms of an earlier  Option  granted to
the same Eligible Person.

         6 Option  Price.  The option price per share shall be determined by the
Board or the Stock Option  Committee at the time any Option is granted and shall
be not less than: (i) in the case of an ISO, the fair market value,  (ii) in the
case of an ISO granted to a ten percent or greater  stockholder,  110 percent of
the fair  market  value or (iii) in the case of an NSO,  not less  than the fair
market  value (but in no event less than the par value) of one share of Stock on
the date the Option is granted,  as  determined by the Board or the Stock Option
Committee. Fair market value as used herein shall be:

                  (a) If shares  of Stock  shall be  traded  on an  exchange  or
over-the-counter market, the mean between the high and low sales prices of Stock
on such exchange or over-the-counter market on which such shares shall be traded
on that date, or if such exchange or over-the-counter  market is closed or if no
shares shall have traded on such date, on the last  preceding date on which such
shares shall have traded.

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                  (b) If shares of Stock  shall not be traded on an  exchange or
over-the-counter  market,  the value as determined by a recognized  appraiser as
selected by the Board or the Stock  Option  Committee  or pursuant to Section 12
herein.

         7 Purchase of Shares. An Option shall be exercised by the tender to the
Corporation  of the full  purchase  price of the Stock with respect to which the
Option is exercised and written  notice of the exercise.  The purchase  price of
the Stock shall be in United States dollars,  payable in cash, check, Promissory
Note secured by the Shares issued through exercise of the related Options, or in
property, or Corporation stock or by Option exchange for a cashless exercise, if
so permitted by the Board or the Stock Option  Committee in accordance  with the
discretion granted in Paragraph 5 hereof,  having a value equal to such purchase
price.  The  Corporation   shall  not  be  required  to  issue  or  deliver  any
certificates  for shares of Stock purchased upon the exercise of an Option prior
to: (i) if requested by the Corporation,  the filing with the Corporation by the
Eligible Person of a representation  in writing that it is the Eligible Person's
then present  intention to acquire the Stock being  purchased for investment and
not  for  resale  and/or  (ii)  the  completion  of any  registration  or  other
qualification  of such shares under any government  regulatory  body,  which the
Corporation shall determine to be necessary or advisable.

         8 Grant of Reload  Options.  In granting an Option under this Plan, the
Board or the  Stock  Option  Committee  may  include a Reload  Option  provision
therein,  subject to the provisions  set forth in Paragraph 20 herein.  A Reload
Option provision provides that if the Eligible Person pays the exercise price of
shares of Stock to be purchased by the exercise of an ISO, NSO or another Reload
Option (the "Original  Option") by delivering to the Corporation shares of Stock
already  owned by the  Eligible  Person (the  "Tendered  Shares"),  the Eligible
Person  shall  receive a Reload  Option  which shall be a new Option to purchase
shares of Stock equal in number to the tendered shares.  The terms of any Reload
Option shall be determined by the Board or the Stock Option Committee consistent
with the provisions of this Plan.

         9 Stock Option  Committee.  The Stock Option Committee may be appointed
from time to time by the  Corporation's  Board of Directors.  The Board may from
time to time remove  members from or add members to the Stock Option  Committee.
The Stock  Option  Committee  shall be  constituted  so as to permit the Plan to
comply in all respects with the provisions set forth in Paragraph 20 herein. The
members  of the Stock  Option  Committee  may elect  one of its  members  as its
chairman.  The Stock Option  Committee shall hold its meetings at such times and
places  as  its  chairman  shall  determine.  A  majority  of the  Stock  Option
Committee's  members  present  in  person  shall  constitute  a  quorum  for the
transaction of business.  All  determinations of the Stock Option Committee will
be made by the majority vote of the members constituting the quorum. The members
may  participate  in a  meeting  of the Stock  Option  Committee  by  conference
telephone  or similar  communications  equipment  by means of which all  members
participating in the meeting can hear each other.  Participation in a meeting in
that manner will constitute  presence in person at the meeting.  Any decision or
determination  reduced to writing and

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signed by all members of the Stock Option  Committee  will be effective as if it
had been made by a majority vote of all members of the Stock Option Committee at
a meeting that is duly called and held.

         10  Administration  of Plan.  In addition  to  granting  Options and to
exercising the authority  granted to it elsewhere in this Plan, the Board or the
Stock Option  Committee is granted the full right and authority to interpret and
construe the  provisions of this Plan,  promulgate,  amend and rescind rules and
procedures  relating  to the  implementation  of the Plan and to make all  other
determinations  necessary  or  advisable  for the  administration  of the  Plan,
consistent,  however, with the intent of the Corporation that Options granted or
awarded  pursuant to the Plan comply with the provisions of Paragraphs 20 and 21
herein. All determinations made by the Board or the Stock Option Committee shall
be final,  binding and conclusive on all persons  including the Eligible Person,
the  Corporation  and its  stockholders,  employees,  officers and directors and
consultants. No member of the Board or the Stock Option Committee will be liable
for any act or  omission  in  connection  with the  administration  of this Plan
unless it is attributable to that member's willful misconduct.

         11 Provisions  Applicable to ISOs. The following provisions shall apply
to all  ISOs  granted  by the  Board  or the  Stock  Option  Committee  and  are
incorporated by reference into any writing granting an ISO:

                  (a) An ISO may only be granted  within ten (10) years from the
date of this Plan,  which is the date that this Plan was  originally  adopted by
the Corporation's Board of Directors.

                  (b) An ISO may not be exercised  after the  expiration  of ten
(10) years from the date the ISO is granted.

                  (c) The  option  price  may not be less  than the fair  market
value of the Stock at the time the ISO is granted.

                  (d) An ISO is not  transferable by the Eligible Person to whom
it is granted and is exercisable during his or her lifetime only by the Eligible
Person.

                  (e) If the Eligible Person  receiving the ISO owns at the time
of the grant stock  possessing more than ten (10%) percent of the total combined
voting  power of all  classes  of stock of the  employer  corporation  or of its
parent or subsidiary  corporation (as those terms are defined in the Code), then
the option  price shall be at least 110% of the fair  market  value of the Stock
and the ISO shall not be exercisable after the expiration of five (5) years from
the date the ISO is granted.

                  (f) The aggregate  fair market value  (determined  at the time
the ISO is  granted)  of the  Stock  with  respect  to  which  the ISO is  first
exercisable by the Eligible Person during any calendar year (under this Plan and
any other  incentive  stock  option  plan of the  Corporation)  shall not exceed
$100,000.

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                  (g) Even if the shares of Stock that are issued upon  exercise
of an ISO are sold within one year  following  the  exercise of such ISO so that
the sale  constitutes a  disqualifying  disposition  for ISO treatment under the
Code, no provision of this Plan shall be construed as prohibiting such a sale.

                  (h) This Plan was adopted by the  Corporation  on the ____ day
of June 2000 by virtue of its approval by the  Corporation's  Board of Directors
and the majority shareholders of the Corporation.

         12  Determination  of Fair Market  Value.  In granting  ISOs under this
Plan,  the  Board  or the  Stock  Option  Committee  shall  make  a  good  faith
determination  as to the fair market  value of the Stock at the time of granting
the ISO.

         13  Restrictions  on Issuance of Stock.  The  Corporation  shall not be
obligated  to sell or issue any shares of Stock  pursuant to the  exercise of an
Option  unless the Stock with respect to which the Option is being  exercised is
at that time  effectively  registered  or  exempt  from  registration  under the
Securities Act of 1933, as amended,  and any other  applicable  laws,  rules and
regulations.  The Corporation may condition the exercise of an Option granted in
accordance  herewith  upon  receipt  from  the  Eligible  Person,  or any  other
purchaser thereof, of a written representation that at the time of such exercise
it is his or her then  present  intention  to  acquire  the  shares of Stock for
investment  and  not  with a view  to,  or for  sale  in  connection  with,  any
distribution  thereof;  except that, in the case of a legal representative of an
Eligible Person, "distribution" shall be defined to exclude distribution by will
or under the laws of descent  and  distribution.  Prior to issuing any shares of
Stock  pursuant to the exercise of an Option,  the  Corporation  shall take such
steps as it deems necessary to satisfy any  withholding tax obligations  imposed
upon it by any level of government.

         14       Exercise in the Event of Death or Termination of Employment.

                  (a) If an  optionee  shall die:  (i) while an  employee of the
Corporation or a Subsidiary or (ii) within three months after termination of his
employment  with the  Corporation  or a Subsidiary  because of his disability or
retirement,  his Options may be exercised, to the extent that the optionee shall
have been  entitled to do so on the date of his death,  by the person or persons
to whom the optionee's right under the Option pass by will or applicable law, or
if no such person has such right,  by his  executors or  administrators,  at any
time, or from time to time. In the event of termination of employment because of
his death while an employee or because of disability or retirement,  his Options
may be exercised not later than the expiration  date specified in Paragraph 5 or
one year after the optionee's death, whichever date is earlier.

                  (b)  If an  optionee's  employment  by  the  Corporation  or a
Subsidiary  shall terminate  because of his disability and such optionee has not
died within the  following  three  months,  he may exercise his Options,  to the
extent that he shall have been entitled to

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do so at the date of the  termination  of his  employment,  at any time, or from
time to time,  but not later than the  expiration  date specified in Paragraph 5
hereof or one year after termination of employment, whichever date is earlier.

                  (c) If an optionee's  employment  shall terminate by reason of
his retirement in accordance with the terms of the  Corporation's  tax-qualified
retirement  plans if any or with the  consent  of the Board or the Stock  Option
Committee or involuntarily other than by termination for cause and such optionee
has not died within the following three months he may exercise his Option to the
extent he shall have been  entitled to do so at the date of the  termination  of
his  employment at any time and from to time,  but not later than the expiration
date  specified in Paragraph 5 hereof or thirty (30) days after  termination  of
employment,  whichever  date is  earlier.  For  purposes of this  Paragraph  14,
termination  for cause shall mean:  (i)  termination  of employment for cause as
defined in the  optionee's  Employment  Agreement  or (ii) in the  absence of an
Employment  Agreement for the optionee,  termination  of employment by reason of
the optionee's  commission of a felony,  fraud or willful  misconduct  which has
resulted,  or is likely to result,  in  substantial  and material  damage to the
Corporation or a Subsidiary as the Board or the Stock Option  Committee,  in its
sole discretion, may determine.

                  (d)  If an  optionee's  employment  shall  terminate  for  any
reason, voluntarily or otherwise, other than by death, disability or retirement,
all right to exercise his Option shall terminate at the date of such termination
of employment absent specific provisions in the optionee's Option Agreement.

         15  Corporate  Events.  In the  event of the  proposed  dissolution  or
liquidation of the Corporation,  a proposed sale of all or substantially  all of
the assets of the Corporation,  a merger or tender for the Corporation's  shares
of Common  Stock,  the Board of Directors  may declare that each Option  granted
under  this  Plan  shall  terminate  as of a date to be  fixed  by the  Board of
Directors;  provided  that not less than thirty (30) days written  notice of the
date so fixed shall be given to each Eligible Person holding an Option, and each
such Eligible Person shall have the right, during the period of thirty (30) days
preceding such termination,  to exercise his Option as to all or any part of the
shares of Stock  covered  thereby,  including  shares of Stock as to which  such
Option would not otherwise be exercisable. Nothing set forth herein shall extend
the term set for purchasing the shares of Stock set forth in the Option.

         16 No Guarantee of  Employment.  Nothing in this Plan or in any writing
granting an Option will confer upon any Eligible Person the right to continue in
the employ of the Eligible  Person's employer or will interfere with or restrict
in any way the  right  of the  Eligible  Person's  employer  to  discharge  such
Eligible Person at any time for any reason whatsoever, with or without cause.

         17  Non-transferability.  No Option  granted  under  the Plan  shall be
transferable. During the lifetime of the optionee an Option shall be exercisable
only by him.

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         18 No Rights as  Stockholder.  No  optionee  shall have any rights as a
stockholder  with respect to any shares  subject to his Option prior to the date
of issuance to him of a certificate or certificates for such shares.

         19 Amendment and  Discontinuance  of Plan. The  Corporation's  Board of
Directors may amend,  suspend or discontinue this Plan at any time.  However, no
such  action  may  prejudice  the  rights of any  Eligible  Person who has prior
thereto been granted Options under this Plan. Further, no amendment to this Plan
which has the effect of: (a) increasing the aggregate  number of shares of Stock
subject to this Plan (except for adjustments  pursuant to Paragraph 3 herein) or
(b) changing the definition of Eligible  Person under this Plan may be effective
unless and until approval of the  stockholders of the Corporation is obtained in
the same manner as approval of this Plan is required. The Corporation's Board of
Directors is authorized to seek the approval of the  Corporation's  stockholders
for any other  changes  it  proposes  to make to this Plan  which  require  such
approval;  however, the Board of Directors may modify the Plan, as necessary, to
effectuate  the  intent  of the  Plan as a  result  of any  changes  in the tax,
accounting  or  securities  laws  treatment  of  Eligible  Persons and the Plan,
subject to the provisions set forth in this Paragraph 19, and Paragraph 20.

         20 Compliance  with Code.  The aspects of this Plan on ISOs is intended
to comply in every  respect  with  Section  422 of the Code and the  regulations
promulgated  thereunder.  In the event any future  statute or  regulation  shall
modify the existing statute, the aspects of this Plan on ISOs shall be deemed to
incorporate by reference such modification.  Any stock option agreement relating
to any Option granted  pursuant to this Plan  outstanding and unexercised at the
time any modifying statute or regulation  becomes effective shall also be deemed
to incorporate by reference such modification and no notice of such modification
need be given to optionee.

         If any  provision of the aspects of this Plan on ISOs is  determined to
disqualify  the shares  purchasable  pursuant to the Options  granted under this
Plan from the special tax treatment provided by Code Section 422, such provision
shall be deemed null and void and to incorporate  by reference the  modification
required qualifying the shares for said tax treatment.

         21 Compliance With Other Laws and Regulations.  The Plan, the grant and
exercise of Options  thereunder,  and the obligation of the  Corporation to sell
and deliver Stock under such Options, shall be subject to all applicable federal
and state laws,  rules,  and regulations and to such approvals by any government
or regulatory  agency as may be required.  The Corporation shall not be required
to issue or  deliver  any  certificates  for  shares of Stock  prior to: (a) the
listing of such shares on any stock exchange or over-the-counter market on which
the Stock may then be  listed,  if  applicable,  and (b) the  completion  of any
registration or  qualification of such shares under any federal or state law, or
any ruling or regulation of any government body which the Corporation  shall, in
its sole discretion, determine to be necessary or advisable. Moreover, no Option
may be exercised if its exercise or the receipt of Stock pursuant  thereto would
be contrary to applicable laws.

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         22 Disposition  of Shares.  In the event any share of Stock acquired by
an exercise of an Option granted under the Plan shall be transferable within two
years of the date such Option was granted or within one year after the  transfer
of such Stock pursuant to such exercise,  the optionee shall give prompt written
notice thereof to the Corporation or the Stock Option Committee.

         23  Name.  The  Plan  shall  be  known  as the  "NEW  MILLENNIUM  MEDIA
INTERNATIONAL, INC. 2000 Stock Option Plan".

         24  Notices.  Any  notice  hereunder  shall be in  writing  and sent by
certified  mail,  return receipt  requested or by facsimile  transmission  (with
electronic  or  written  confirmation  of  receipt)  and when  addressed  to the
Corporation   or  the  Committee   shall  be  sent  to  New   Millennium   Media
International,  Inc.,  Attention:  John Thatch, Suite 300, 101 Philippe Parkway,
Safety Harbor,  Florida 34695, subject to the right of either party to designate
at any time hereafter in writing some other address,  facsimile number or person
to whose attention such notice shall be sent.

         25  Headings.   The  headings   preceding  the  text  of  Sections  and
subparagraphs hereof are inserted solely for convenience of reference, and shall
not  constitute  a part  of  this  Plan  nor  shall  they  affect  its  meaning,
construction or effect.

         26 Effective Date. This Plan, the New Millennium  Media  International,
Inc.  2000 Stock Option Plan was adopted by the Board of Directors  and majority
shareholders of the Corporation on June 26, 2000. The effective date of the Plan
shall be the same date.

         Dated as of June 26, 2000

                                        NEW MILLENNIUM MEDIA INTERNATIONAL, INC.


                                        By:___________________________________
                                             John "JT" Thatch, President/CEO

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                                                                [NSO GRANT FORM]

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                         Suite 300, 101 Philippe Parkway
                          Safety Harbor, Florida 34695

                                                             Date: _____________

Dear _____________________ :

The  Board  of  Directors  of NEW  MILLENNIUM  MEDIA  INTERNATIONAL,  INC.  (the
"Corporation")  is pleased to award you an Option  pursuant to the provisions of
the New  Millennium  Media  International,  Inc.  2000  Stock  Option  Plan (the
"Plan").  This letter will describe the Option granted to you.  Attached to this
letter  is a copy of the Plan.  The terms of the Plan also set forth  provisions
governing  the Option  granted to you.  Therefore,  in addition to reading  this
letter  you  should  also read the Plan.  Your  signature  on this  letter is an
acknowledgment  to us that you have  read and  understand  the Plan and that you
agree to abide by its terms. All terms not defined in this letter shall have the
same meaning as in the Plan.

         1 Type of  Option.  You are  granted an NSO.  Please see in  particular
Sections 4, 5 and 11 of the Plan.

         2 Rights and  Privileges.  Subject to the  conditions  hereinafter  set
forth,  we grant you the right to  purchase  __________  shares of Common  Stock
("Common  Stock") at $__________  per share,  the current fair market value of a
share of Common Stock.  The right to purchase the shares of Common Stock accrues
in __________ installments over the time periods described below:

         The right to acquire __________ shares accrues on ________________.

         The right to acquire __________ shares accrues on ________________.

Please be aware that this Option will be affected by any reverse  stock split as
stated in  paragraph  3 of the Plan.  The  pertinent  portion of that  paragraph
states,  " * * * If there is any  change in the number of shares of Stock due to
the  declaration  of  stock  dividends,   recapitalization  resulting  in  stock
split-ups or  combinations  or exchanges of shares of Stock,  or otherwise,  the
number of shares of Stock  available  for purchase upon the exercise of Options,
the  shares  of  Stock  subject  to any  Option  and the  exercise  price of any
outstanding  Option  shall be  appropriately  adjusted by the Board or the Stock
Option  Committee."  This means that any reverse  split  shall  result in a post
reverse  split  proportionate  reduction  of the  number of option  shares and a
corresponding proportionate increase in the price of the option shares.

         3 Time of  Exercise.  The Option may be  exercised at any time and from
time to time  beginning  when the right to purchase  the shares of Common  Stock
accrues and ending when they terminate as provided in Section 5 of this letter.

         4 Method of Exercise.  The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the  Corporation's  principal place
of business.  The notice shall set forth the number of shares of Common Stock to
be acquired and shall contain a check payable to the Corporation in full payment
for the Common  Stock or that  number of already  owned  shares of

<PAGE>

Common Stock equal in value to the total Exercise Price of the Option.  We shall
make delivery of the shares of Common Stock subject to the conditions  described
in Section 13 of the Plan.

         5 Termination of Option. To the extent not exercised,  the Option shall
terminate upon the first to occur of the following dates:

                  (a) __________, 200__, being __________ years from the date of
grant pursuant to the provisions of Section 2 of this Agreement; or

                  (b)  Except  as  otherwise  provided  for  herein,   upon  the
termination of your employment with the Corporation and any of its  subsidiaries
Plan for any reason.

                  (c) The  expiration  of 12  months  following  the  date  your
employment  terminates with the Corporation and any of its subsidiaries included
in the Plan,  if such  employment  termination  occurs by reason of your  death,
permanent  disability  (as  defined  herein)  or  retirement.  As  used  herein,
"permanent disability" means your inability to engage in any substantial gainful
activity by reason of any medically  determinable  physical or mental impairment
which can be  expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months.

         6 Securities Laws. The Option and the shares of Common Stock underlying
the Option have not been registered under the Securities Act of 1933, as amended
(the "Act").  The  Corporation has no obligations to ever register the Option or
the shares of Common  Stock  underlying  the Option.  All shares of Common Stock
acquired  upon the exercise of the Option shall be  "restricted  securities"  as
that term is  defined in Rule 144  promulgated  under the Act.  The  certificate
representing  the shares  shall bear an  appropriate  legend  restricting  their
transfer.  Such  shares  cannot  be sold,  transferred,  assigned  or  otherwise
hypothecated without registration under the Act or unless a valid exemption from
registration is then available  under  applicable  federal and state  securities
laws  and the  Corporation  has  been  furnished  with  an  opinion  of  counsel
satisfactory in form and substance to the Corporation that such  registration is
not required.

         7 Binding Effect.  The rights and obligations  described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.

         8 Date of Grant.  The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.

                                            Very truly yours,


                                            By:
                                                --------------------------------
                                                 John "JT" Thatch, President/CEO
AGREED AND ACCEPTED:

___________________________                 Date: __________________________


<PAGE>

                                                                [ISO GRANT FORM]

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                         Suite 300, 101 Philippe Parkway
                          Safety Harbor, Florida 34695

                                                            Date: ______________

Dear ______________________:

         The Board of Directors of NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (the
"Corporation")  is pleased to award you an Option  pursuant to the provisions of
the New Millennium Media International,  Inc. 2000 Common Stock Option Plan (the
"Plan").  This letter will describe the Option granted to you.  Attached to this
letter  is a copy of the Plan.  The terms of the Plan also set forth  provisions
governing  the Option  granted to you.  Therefore,  in addition to reading  this
letter  you  should  also read the Plan.  Your  signature  on this  letter is an
acknowledgment  to us that you have  read and  understand  the Plan and that you
agree to abide by its terms. All terms not defined in this letter shall have the
same meaning as in the Plan.

         1 Type of  Option.  You are  granted an ISO.  Please see in  particular
Section 11 of the Plan.

         2 Rights and  Privileges.  Subject to the  conditions  hereinafter  set
forth, we grant you the right to purchase  __________  shares of Common Stock at
$__________ per share, the current fair market value of a share of Common Stock.
The  right to  purchase  the  shares  of  Common  Stock  accrues  in  __________
installments over the time periods described below:

         The right to acquire __________ shares accrues on _______________.

         The right to acquire __________ shares accrues on _______________.

Please be aware that this Option will be affected by any reverse  stock split as
stated in  paragraph  3 of the Plan.  The  pertinent  portion of that  paragraph
states,  " * * * If there is any  change in the number of shares of Stock due to
the  declaration  of  stock  dividends,   recapitalization  resulting  in  stock
split-ups or  combinations  or exchanges of shares of Stock,  or otherwise,  the
number of shares of Stock  available  for purchase upon the exercise of Options,
the  shares  of  Stock  subject  to any  Option  and the  exercise  price of any
outstanding  Option  shall be  appropriately  adjusted by the Board or the Stock
Option  Committee."  This means that any reverse  split  shall  result in a post
reverse  split  proportionate  reduction  of the  number of option  shares and a
corresponding proportionate increase in the price of the option shares.

         3 Time of  Exercise.  The Option may be  exercised at any time and from
time to time  beginning  when the right to purchase  the shares of Common  Stock
accrues and ending when they terminate as provided in Section 5 of this letter.

         4 Method of Exercise.  The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the  Corporation's  principal place
of business.  The notice shall set forth the number of shares of Common Stock to
be acquired and shall contain a check payable to the Corporation in full payment
for the Common  Stock or that  number of already  owned  shares of Common  Stock
equal in value to the total Exercise Price of the Option. We shall make delivery
of the shares of Common Stock subject to the conditions  described in Section 13
of the Plan.

         5 Termination of Option. To the extent not exercised,  the Option shall
terminate upon

<PAGE>

the first to occur of the following dates:

                  (a) _____________, 200___, being __________ years from the
date of grant pursuant to the provisions of Section 2 of this Agreement; or

                  (b) The expiration of thirty (30) days following the date your
employment  terminates with the Corporation and any of its subsidiaries included
in the  Plan  for any  reason,  other  than by  reason  of  death  or  permanent
disability.  As used  herein,  "permanent  disability"  means your  inability to
engage  in  any  substantial   gainful  activity  by  reason  of  any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or which has lasted or can be expected to last for a continuous  period of
not less than 12 months; or

                  (c) The  expiration  of 12  months  following  the  date  your
employment  terminates with the Corporation and any of its subsidiaries included
in the Plan, if such employment termination occurs by reason of your death or by
reason of your permanent disability (as defined above).

         6 Securities Laws. The Option and the shares of Common Stock underlying
the Option have not been registered under the Securities Act of 1933, as amended
(the "Act").  The  Corporation has no obligations to ever register the Option or
the shares of Common  Stock  underlying  the Option.  All shares of Common Stock
acquired  upon the exercise of the Option shall be  "restricted  securities"  as
that term is  defined in Rule 144  promulgated  under the Act.  The  certificate
representing  the shares  shall bear an  appropriate  legend  restricting  their
transfer.  Such  shares  cannot  be sold,  transferred,  assigned  or  otherwise
hypothecated without registration under the Act or unless a valid exemption from
registration is then available  under  applicable  federal and state  securities
laws  and the  Corporation  has  been  furnished  with  an  opinion  of  counsel
satisfactory in form and substance to the Corporation that such  registration is
not required.

         7 Binding Effect.  The rights and obligations  described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.

         8 Date of Grant.  The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.

                                             Very truly yours,

                                             By:________________________________
                                                 John "JT" Thatch, President/CEO
AGREED AND ACCEPTED:

_______________________                     Date: _______________________

<PAGE>

                                                            [NSO GRANT FORM
                                                            WITH RELOAD OPTIONS]

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                         Suite 300, 101 Philippe Parkway
                          Safety Harbor, Florida 34695

                                                          Date: ________________

Dear __________:

         The Board of Directors of NEW MILLENNIUM MEDIA INTERNATIONAL, INC. (the
"Corporation")  is pleased to award you an Option  pursuant to the provisions of
the New Millennium Media International,  Inc. 2000 Common Stock Option Plan (the
"Plan").  This letter will describe the Option granted to you.  Attached to this
letter  is a copy of the Plan.  The terms of the Plan also set forth  provisions
governing  the Option  granted to you.  Therefore,  in addition to reading  this
letter  you  should  also read the Plan.  Your  signature  on this  letter is an
acknowledgment  to us that you have  read and  understand  the Plan and that you
agree to abide by its terms. All terms not defined in this letter shall have the
same meaning as in the Plan.

         1 Type of Option.  You are granted an NSO with Reload  Options.  Please
see in particular Sections 8 and 11 of the Plan.

         2        Rights and Privileges.

                  (a) Subject to the conditions  hereinafter set forth, we grant
you the right to purchase  __________  shares of Common Stock at $__________ per
share,  the current fair market value of a share of Common  Stock.  The right to
purchase the shares of Common Stock accrues in __________  installments over the
time periods described below:

         The right to acquire __________ shares accrues on ______________.

         The right to acquire __________ shares accrues on ______________.

Please be aware that this Option will be affected by any reverse  stock split as
stated in  paragraph  3 of the Plan.  The  pertinent  portion of that  paragraph
states,  " * * * If there is any  change in the number of shares of Stock due to
the  declaration  of  stock  dividends,   recapitalization  resulting  in  stock
split-ups or  combinations  or exchanges of shares of Stock,  or otherwise,  the
number of shares of Stock  available  for purchase upon the exercise of Options,
the  shares  of  Stock  subject  to any  Option  and the  exercise  price of any
outstanding  Option  shall be  appropriately  adjusted by the Board or the Stock
Option  Committee."  This means that any reverse  split  shall  result in a post
reverse  split  proportionate  reduction  of the  number of option  shares and a
corresponding proportionate increase in the price of the option shares.

                  (b) In addition to the Option granted hereby (the  "Underlying
Option"),  the Corporation  will grant you a reload option (the "Reload Option")
as hereinafter provided. A Reload Option is hereby granted to you if you acquire
shares of Common Stock pursuant to the exercise of the Underlying Option and pay
for such shares of Common Stock with shares of Common Stock already owned by you
(the  "Tendered  Shares").  The Reload  Option  grants you the right to purchase
shares of Common  Stock  equal in number to the number of Tendered  Shares.  The
date on which the  Tendered  Shares are tendered to the  Corporation  in full or
partial  payment of the purchase  price for the shares of Common Stock  acquired
pursuant to the exercise of the Underlying  Option is the

<PAGE>

Reload Grant Date.  The exercise  price of the Reload  Option is the fair market
value of the Tendered  Shares on the Reload Grant Date. The fair market value of
the Tendered  Shares  shall be the low bid price per share of the  Corporation's
Common Stock on the Reload Grant Date. The Reload Option shall vest equally over
a period of __________ (___) years,  commencing on the first  anniversary of the
Reload Grant Date, and on each  anniversary of the Reload Grant Date thereafter;
however,  no Reload Option shall vest in any calendar year if it would allow you
to purchase for the first time in that calendar year shares of Common Stock with
a fair market value in excess of $100,000,  taking into account ISOs  previously
granted to you. The Reload Option shall expire on the earlier of: (i) __________
(___) years from the Reload Grant Date,  (ii) in accordance  with Paragraph 5(b)
or (iii) in accordance  with Paragraph  5(c) as set forth herein.  If vesting of
the Reload  Option is  deferred  then the Reload  Option  shall vest in the next
calendar year subject,  however, to the deferral of vesting previously provided.
Except as provided herein the Reload Option is subject to all of the other terms
and provisions of this Agreement governing Options.

         3 Time of  Exercise.  The Option may be  exercised at any time and from
time to time  beginning  when the right to purchase  the shares of Common  Stock
accrues and ending when they terminate as provided in Section 5 of this letter.

         4 Method of Exercise.  The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the  Corporation's  principal place
of business.  The notice shall set forth the number of shares of Common Stock to
be acquired and shall contain a check payable to the Corporation in full payment
for the Common  Stock or that  number of already  owned  shares of Common  Stock
equal in value to the total Exercise Price of the Option. We shall make delivery
of the shares of Common Stock subject to the conditions  described in Section 13
of the Plan.

         5 Termination of Option. To the extent not exercised,  the Option shall
terminate upon the first to occur of the following dates:

                  (a) __________,  200_, being __________ years from the date of
grant pursuant to the provisions of Section 2 of this Agreement; or

                  (b) The  expiration  of three months  following  the date your
employment  terminates with the Corporation and any of its subsidiaries included
in the  Plan  for any  reason,  other  than by  reason  of  death  or  permanent
disability.  As used  herein,  "permanent  disability"  means your  inability to
engage  in  any  substantial   gainful  activity  by  reason  of  any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or which has lasted or can be expected to last for a continuous  period of
not less than 12 months; or

                  (c) The  expiration  of 12  months  following  the  date  your
employment  terminates with the Corporation and any of its subsidiaries included
in the Plan, if such employment termination occurs by reason of your death or by
reason of your permanent disability (as defined above).

         6.  Securities  Laws.  The  Option  and  the  shares  of  Common  Stock
underlying the Option have not been registered under the Securities Act of 1933,
as amended (the "Act").  The Corporation has no obligations to ever register the
Option or the shares of Common Stock underlying the Option. All shares of Common
Stock acquired upon the exercise of the Option shall be "restricted  securities"
as that term is defined in Rule 144  promulgated  under the Act. The certificate
representing  the shares  shall bear an  appropriate  legend  restricting  their
transfer.  Such  shares  cannot  be sold,  transferred,  assigned  or  otherwise
hypothecated without registration under the Act or unless a valid exemption from
registration is then available  under  applicable  federal and state  securities
laws  and the  Corporation  has  been  furnished  with  an  opinion  of  counsel
satisfactory in form and substance to the Corporation that such  registration is
not required.

<PAGE>

         7. Binding Effect. The rights and obligations  described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.

         8. Date of Grant. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.

                                             Very truly yours,


                                             By: _______________________________
                                                 John "JT" Thatch, President/CEO

AGREED AND ACCEPTED:


_______________________             Date: __________________________


<PAGE>

                                                            [ISO GRANT FORM
                                                            WITH RELOAD OPTIONS]


                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                         Suite 300, 101 Philippe Parkway
                          Safety Harbor, Florida 34695

                                                           Date: ______________

Dear _____________________ :

         The Board of Directors of NEW MILLENNIUM MEDIA INTERNATIONAL,  INC. the
"Corporation")  is pleased to award you an Option  pursuant to the provisions of
the New Millennium Media International,  Inc. 2000 Common Stock Option Plan (the
"Plan").  This letter will describe the Option granted to you.  Attached to this
letter  is a copy of the Plan.  The terms of the Plan also set forth  provisions
governing  the Option  granted to you.  Therefore,  in addition to reading  this
letter  you  should  also read the Plan.  Your  signature  on this  letter is an
acknowledgment  to us that you have  read and  understand  the Plan and that you
agree to abide by its terms. All terms not defined in this letter shall have the
same meaning as in the Plan.

         1. Type of Option.  You are granted an ISO with Reload Options.  Please
see in particular Section s 8 and 11 of the Plan.

         2. Rights and Privileges.

                  (a) Subject to the conditions  hereinafter set forth, we grant
you the right to purchase  __________  shares of Common Stock at $__________ per
share,  the current fair market value of a share of Common  Stock.  The right to
purchase the shares of Common Stock accrues in __________  installments over the
time periods described below:

         The right to acquire __________ shares accrues on __________.

         The right to acquire __________ shares accrues on __________.

Please be aware that this Option will be affected by any reverse  stock split as
stated in  paragraph  3 of the Plan.  The  pertinent  portion of that  paragraph
states,  " * * * If there is any  change in the number of shares of Stock due to
the  declaration  of  stock  dividends,   recapitalization  resulting  in  stock
split-ups or  combinations  or exchanges of shares of Stock,  or otherwise,  the
number of shares of Stock  available  for purchase upon the exercise of Options,
the  shares  of  Stock  subject  to any  Option  and the  exercise  price of any
outstanding  Option  shall be  appropriately  adjusted by the Board or the Stock
Option  Committee."  This means that any reverse  split  shall  result in a post
reverse  split  proportionate  reduction  of the  number of option  shares and a
corresponding proportionate increase in the price of the option shares.

                  (b) In addition to the Option granted hereby (the  "Underlying
Option"),  the Corporation  will grant you a reload option (the "Reload Option")
as hereinafter provided. A Reload Option is hereby granted to you if you acquire
shares of Common Stock pursuant to the exercise of the Underlying Option and pay
for such shares of Common Stock with shares of Common Stock already owned by you
(the  "Tendered  Shares").  The Reload  Option  grants you the right to purchase
shares of Common  Stock  equal in number to the number of Tendered  Shares.  The
date on which the  Tendered  Shares are tendered to the  Corporation  in full or
partial  payment of the purchase  price

<PAGE>

for the  shares  of  Common  Stock  acquired  pursuant  to the  exercise  of the
Underlying  Option is the Reload Grant Date.  The  exercise  price of the Reload
Option is the fair market value of the Tendered Shares on the Reload Grant Date.
The fair  market  value of the  Tendered  Shares  shall be the low bid price per
share of the  Corporation's  Common Stock on the Reload  Grant Date.  The Reload
Option shall vest equally over a period of __________ (___) years, commencing on
the first  anniversary of the Reload Grant Date, and on each  anniversary of the
Reload  Grant  Date  thereafter;  however,  no Reload  Option  shall vest in any
calendar  year if it would  allow you to  purchase  for the  first  time in that
calendar  year  shares of Common  Stock  with a fair  market  value in excess of
$100,000,  taking into account ISOs previously granted to you. The Reload Option
shall expire on the earlier of (i) __________  (___) years from the Reload Grant
Date, or (ii) in accordance  with  Paragraph  5(b), or (iii) in accordance  with
Paragraph 5(c) as set forth herein. If vesting of the Reload Option is deferred,
then the Reload Option shall vest in the next calendar year,  subject,  however,
to the deferral of vesting  previously  provided.  Except as provided herein the
Reload  Option is  subject  to all of the other  terms  and  provisions  of this
Agreement governing Options.

         3. Time of  Exercise.  The Option may be exercised at any time and from
time to time  beginning  when the right to purchase  the shares of Common  Stock
accrues and ending when they terminate as provided in Section 5 of this letter.

         4. Method of Exercise. The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the  Corporation's  principal place
of business.  The notice shall set forth the number of shares of Common Stock to
be acquired and shall contain a check payable to the Corporation in full payment
for the Common  Stock or that  number of already  owned  shares of Common  Stock
equal in value to the total Exercise Price of the Option. We shall make delivery
of the shares of Common Stock subject to the conditions  described in Section 13
of the Plan.

         5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

                  (a) __________, 200__, being __________ years from the date of
grant pursuant to the provisions of Section 2 of this Agreement; or

                  (b) The  expiration  of three months  following  the date your
employment  terminates with the Corporation and any of its subsidiaries included
in the  Plan  for any  reason,  other  than by  reason  of  death  or  permanent
disability.  As used  herein,  "permanent  disability"  means your  inability to
engage  in  any  substantial   gainful  activity  by  reason  of  any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or which has lasted or can be expected to last for a continuous  period of
not less than 12 months; or

                  (c) The  expiration  of 12  months  following  the  date  your
employment  terminates with the Corporation and any of its subsidiaries included
in the Plan, if such employment termination occurs by reason of your death or by
reason of your permanent disability (as defined above).

         6.  Securities  Laws.  The  Option  and  the  shares  of  Common  Stock
underlying the Option have not been registered under the Securities Act of 1933,
as amended (the "Act").  The Corporation has no obligations to ever register the
Option or the shares of Common Stock underlying the Option. All shares of Common
Stock acquired upon the exercise of the Option shall be "restricted  securities"
as that term is defined in Rule 144  promulgated  under the Act. The certificate
representing  the shares  shall bear an  appropriate  legend  restricting  their
transfer.  Such  shares  cannot  be sold,  transferred,  assigned  or  otherwise
hypothecated without registration under the Act or unless a valid exemption from
registration is then available  under  applicable  federal and state  securities
laws  and the  Corporation  has  been  furnished  with  an  opinion  of  counsel
satisfactory in form and substance to the Corporation that such  registration is
not required.

         7. Binding Effect. The rights and obligations  described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.

         8. Date of Grant. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.

                                             Very truly yours,


                                             By: _______________________________
                                                 John "JT" Thatch, President/CEO

AGREED AND ACCEPTED:


___________________________                 Date: ________________________