Exhibit 4.2

              THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE
               UPON THE EXERCISE OF THIS WARRANT ARE TRANSFERABLE
                  ONLY IN ACCORDANCE WITH PARAGRAPH H HEREOF.

              Void after 5:00 P.M., New York Time, on May 31, 2002

                               Warrant to Purchase
                                 500,000 Shares
                                 of Common Stock

                        WARRANT TO PURCHASE COMMON STOCK

This is to Certify That, FOR VALUE RECEIVED, Marc Barhonovich (the "Holder"), is
entitled  to  purchase,  subject to the  provisions  of this  Warrant,  from New
Millennium Media International,  Inc., a Colorado corporation,  having an office
at  101  Philippe  Parkway,   Suite  300,  Safety  Harbor,  Florida  34695  (the
"Company"),  an  aggregate  of 500,000  shares  (the  "Warrant  Shares")  of the
Company's Common Stock,  0.001 par value ("Common Stock") at a price of $.75 per
share (or such other  price  computed  by applying  all  adjustments  made on or
before May 31, 2002, in accordance  with Section F hereof,  to $.75 as if it had
been the initial Exercise Price per share hereunder) at any time on or after May
24, 2001 until 5:00 P.M. New York Time, on May 31, 2002. The number of shares of
Common  Stock to be received  upon the exercise of this Warrant and the price to
be paid  for a share  of  Common  Stock  may be  adjusted  from  time to time as
hereinafter  set  forth.  The  shares  of  Common  Stock  deliverable  upon such
exercise,  and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant  Shares"  and the  exercise  price of a share of Common  Stock in
effect at any time and as adjusted  from time to time is  hereinafter  sometimes
referred to as the "Exercise Price."

A.       EXERCISE OF WARRANT.  Subject to the following conditions precedent and
         the provisions of Section H and I hereof, this Warrant may be exercised
         in whole or in part at any  time or from  time to time on or after  May
         24, 2001,  and before 5:00 P.M.  New York Time on May 31, 2002,  or, if
         either such day is a day on which banking  institutions  are authorized
         by law to close,  then on the next  succeeding  day which  shall not be
         such a day, by presentation  and surrender hereof to the Company at any
         office maintained by it, or at the office of its Warrant Agent, if any,
         with the Purchase Form annexed hereto duly executed and  accompanied by
         payment of the  Exercise  Price for the number of shares  specified  in
         such form.  If this  Warrant  should be  exercised  in part  only,  the
         Company shall, upon surrender of this Warrant for cancellation, execute
         and deliver a new Warrant evidencing the rights of the Holder hereof to
         purchase the balance of the shares purchasable hereunder.  Upon receipt
         by the Company of this Warrant at its office,  or by the Warrant  Agent
         of the Company at its office,  in proper form for exercise,  the Holder
         shall be  deemed to be the  holder  of  record of the  shares of Common
         Stock  issuable  upon  such  exercise,  notwithstanding  that the stock
         transfer books of the Company shall then be closed or that  certificate
         representing  such  shares of Common  Stock  shall not then be actually
         delivered to the Holder.

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B.       RESERVATION  OF SHARES.  The  Company  hereby  agrees that at all times
         there shall be reserved for issuance  and/or  delivery upon exercise of
         this  Warrant  such  number of shares of its  Common  Stock as shall be
         required for issuance of delivery upon exercise of this Warrant.

C.       FRACTIONAL   SHARES.  No  fractional   shares  or  scrip   representing
         fractional  shares shall be issued upon the  exercise of this  Warrant.
         With  respect  to any  fraction  of a share  called  for upon  exercise
         hereof, the Company shall issue to the Holder the next whole share.

D.       EXCHANGE,  ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable,
         without  expense,  at the option of the Holder,  upon  presentation and
         surrender  hereof to the company or at the office of the Warrant  Agent
         for other  Warrants of  different  denominations  entitling  the holder
         thereof to  purchase in  aggregate  the same number of shares of Common
         Stock purchasable  hereunder.  The term Warrant as used herein includes
         any Warrants into which this Warrant may be divided or exchanged.  Upon
         receipt by the Company of evidence reasonably satisfactory to it of the
         loss, theft,  destruction,  or mutilation of this Warrant,  and (in the
         case  of  loss,  theft  or  destruction)  of  reasonably   satisfactory
         indemnification,  and upon surrender and  cancellation of this Warrant,
         if  mutilated,  the Company  will  execute and deliver a new Warrant of
         like tenor and date. Any such new warrant  executed and delivered shall
         constitute  an  additional  contractual  obligation  on the part of the
         Company,  whether or not this  Warrant so lost  stolen,  destroyed,  or
         mutilated shall be at any time enforceable by anyone.

E.       RIGHTS OF THE  HOLDER.  The  Holder  shall not,  by virtue  here of, be
         entitled to any rights of a shareholder  in the Company,  either at law
         or equity,  and the rights of the Holder are limited to those expressed
         in the Warrant and are not  enforceable  against the Company  except to
         the extent set forth herein.

F.       STOCK  DIVIDENDS,   RECLASSIFICATION,   REORGANIZATION,   ANTI-DILUTION
         PROVISIONS,  ETC.  This  Warrant is subject  to the  following  further
         provisions:

         1.       In case,  prior to the  expiration of this Warrant by exercise
                  or by its terms,  the  Company  shall  issue any shares of its
                  Common Stock as a stock  dividend or  subdivide  the number of
                  outstanding  shares of Common  Stock into a greater  number of
                  shares,  then, in either of such cases, the Exercise Price per
                  share  of the  Warrant  Shares  purchasable  pursuant  to this
                  Warrant  in  effect  at the  time  of  such  action  shall  be
                  proportionately  reduced  and the number of Warrant  Shares at
                  that  time  purchasable  pursuant  to this  Warrant  shall  be

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                  proportionately  increased.  In the  event the  Company  shall
                  contract the number of  outstanding  shares of Common Stock by
                  combining such shares into a smaller  number of shares,  then,
                  in such  case,  the  Exercise  Price per share of the  Warrant
                  Shares  purchasable  pursuant to this Warrant in effect at the
                  time of such action shall be  proportionately  increased  (but
                  not  higher  than  $2.00 per  share) and the number of Warrant
                  Shares at that time purchasable pursuant to this Warrant shall
                  be proportionately decreased. Any dividend paid or distributed
                  upon  the  Common  Stock  in  stock  of  any  other  class  of
                  securities  convertible  into shares of Common  Stock shall be
                  treated as a dividend  paid in Common Stock to the extent that
                  shares  of  Common  Stock  are  issuable  upon the  conversion
                  thereof.

         2.       In case,  prior to the  expiration of this Warrant by exercise
                  or by  its  terms,  the  Company  shall  be  recapitalized  by
                  reclassifying its outstanding Common Stock, no par value, into
                  stock  with  a  different   par  value  or  by  changing   its
                  outstanding  Common Stock with par value to stock without par,
                  the Company or a successor  corporation  shall be consolidated
                  or merge with or convey all or substantially  all of its or of
                  any successor  corporation's  property and assets to any other
                  corporation  or  corporations   (any  such  corporation  being
                  included within the meaning of the term successor  corporation
                  in the  event  of any  consolidation  or  merger  of any  such
                  corporation  with, or the sale of all or substantially  all of
                  the property of any such  corporation to, another  corporation
                  or  corporations),  in exchange for stock or  securities  of a
                  successor  corporation,  the  holder  of  this  Warrant  shall
                  thereafter  have the  right to  purchase  upon the  terms  and
                  conditions and during the time  specified in this Warrant,  in
                  lieu of the Warrant Shares  theretofore  purchasable  upon the
                  exercise  of this  Warrant,  the kind and  amount of shares of
                  stock   and   other    securities    receivable    upon   such
                  recapitalization  or consolidation,  merger or conveyance by a
                  holder of the  number of  shares  of  Common  Stock  which the
                  holder of this Warrant might have purchased  immediately prior
                  to  such   recapitalization   or   consolidation,   merger  or
                  conveyance.

         3.       Upon the  occurrence of each event  requiring an adjustment of
                  the  Exercise  Price  and  of the  number  of  Warrant  Shares
                  purchasable at such adjusted  Exercise Price by reason of such
                  event in  accordance  with the  provisions of this Section F.,
                  the Company shall compute the adjusted  Exercise Price and the
                  adjusted number of Warrant Shares purchasable at such adjusted
                  Exercise Price by reason of such event in accordance  with the
                  provisions  of this Section F. and shall prepare a certificate
                  setting  forth such adjusted  Exercise  Price and the adjusted
                  number of Warrant  Shares and showing in detail the facts upon
                  which such  conclusions  are  based.  The  Company  shall mail
                  forthwith  to  each  holder  of  this  Warrant  a copy of such
                  certificate,   and  thereafter  said   certificate   shall  be
                  conclusive  and  shall be  binding  upon  such  holder  unless
                  contested  by such  holder by  written  notice to the  Company
                  within  thirty (30) days after receipt of the  certificate  by
                  such holder.

         4.       In case:

                  (a)      the Company shall take a record of the holders of its
                           Common  Stock for the  purpose of  entitling  them to
                           receive  a  dividend  or any  other  distribution  in
                           respect  of  the  Common  Stock   (including   cash),
                           pursuant  to

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                           without  limitation,   any  spin-off,   split-off  or
                           distribution of the Company's assets; or

                  (b)      the Company shall take a record of the holders of its
                           Common  Stock for the  purpose of  entitling  them to
                           subscribe  for or purchase any shares of stock of any
                           class or to receive any other rights; or

                  (c)      of  any  classification,  reclassification  or  other
                           reorganization  of the capital  stock of the Company,
                           consolidation  or merger of the Company  with or into
                           another   corporation,   or   conveyance  of  all  or
                           substantially all of the assets of the Company; or

                  (d)      of  the   voluntary   or   involuntary   dissolution,
                           liquidation or winding up of the Company;

                  then,  and in any such  case,  the  Company  shall mail to the
                  Holder,  at least  twenty  (20) days prior  thereto,  a notice
                  stating the date or  expected  date on which a record is to be
                  taken for the  purpose of such  dividend  or  distribution  of
                  rights,   or  the   date   on   which   such   classification,
                  reclassification,   reorganization,   consolidation,   merger,
                  conveyance, dissolution, liquidation, or winding up is to take
                  place,  as the case may be. Such notice shall also specify the
                  date or  expected  date,  if any is to be  fixed,  as of which
                  holders  of  Common  Stock  of  record  shall be  entitled  to
                  participate  in said dividend on  distribution  of rights,  or
                  shall be entitled to exchange their shares of Common stock for
                  securities   or   other   property   deliverable   upon   such
                  classification,       reclassification,        reorganization,
                  consolidation,  merger, conveyance, dissolution,  liquidation,
                  or winding  up, as the case may be.  The  failure to give such
                  notice shall not affect the validity of any such proceeding or
                  transaction  and shall not  affect  the right of the holder of
                  this Warrant to participate in said dividend,  distribution of
                  rights,  or any such  exchange and acquire the kind and amount
                  of cash, securities or other property as the Holder would have
                  been  entitled  to acquire if it was the record  holder of the
                  Warrant  Shares  which could be obtained  upon the exercise of
                  the   Warrants   immediately   before   such   proceeding   or
                  transaction;  provided that, the Holder exercises the Warrants
                  within 30 days after  discovery that such action or proceeding
                  has taken place.

         5.       In case the  Company  at any time  while  this  Warrant  shall
                  remain unexpired and unexercised,  shall dissolve,  liquidate,
                  or  wind up its  affairs,  the  holder  of  this  Warrant  may
                  thereafter  receive upon exercise hereof in lieu of each share
                  of  Common  Stock of the  Company  which it  would  have  been
                  entitled  to  receive,   the  same  kind  and  amount  of  any
                  securities  or assets  as may be  issuable,  distributable  or
                  payable upon any such  dissolution,  liquidation or winding up
                  with respect to each share of Common Stock of the Company.

<PAGE>

G.       OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
         required by the provisions of the foregoing Section,  the Company shall
         forthwith file in the custody of its Secretary at its principal  office
         and with the  Warrant  agent,  an  officer's  certificate  showing  the
         adjusted Exercise Price determined as therein  provided,  setting forth
         in reasonable  detail the facts requiring such adjustment,  including a
         statement of the number of additional  shares of Common Stock,  if any,
         the  consideration  for such  shares,  determined  as such  Section  F.
         provided, and such other facts as shall be necessary to show the reason
         for and the manner of computing  such  adjustment.  Each such officer's
         certificate  shall  be  made  available  at all  reasonable  times  for
         inspection by the holder and the Company  shall,  forthwith  after each
         such adjustment, mail a copy of such certificate to the holder.

H.       TRANSFER  TO  COMPLY  WITH THE  SECURITIES  ACT OF 1933.  Neither  this
         Warrant,  the Warrant Shares, nor any other security issued or issuable
         upon  exercise  of this  Warrant may be sold or  otherwise  disposed or
         except as follows:

         1.       to  a  person  who,  in  the  opinion  of  counsel  reasonably
                  satisfactory  to the Company,  is a person to whom the Warrant
                  or  Warrant   Shares  may  legally  be   transferred   without
                  registration and without the delivery of a current  prospectus
                  under the  Securities Act of 1933, as amended (the "Act") with
                  respect  thereto and then only against receipt of an agreement
                  of such person to comply with the  provisions  of this Section
                  H. with  respect  to any resale or other  disposition  of such
                  securities; or

         2.       to any  person  upon the  filing of a  Registration  Statement
                  under the Act and  delivery of a  prospectus  then meeting the
                  requirements  of the Act relating to such  securities  and the
                  offering thereof for such sale or disposition.

I.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to the holder as follows:

         1.       The  Company  is duly  organized  and,  as of the  date of the
                  original  issuance  hereof,   validly  existing  and  in  good
                  standing under the laws of the state of Colorado.

         2.       The Company shall at all times reserve and keep  available out
                  of its  authorized  shares of  Common  Stock,  solely  for the
                  purpose of issuing  Warrant  Shares upon the  exercise of this
                  Warrant,  such  shares as may be  issuable  upon the  exercise
                  hereof.

         3.       Warrant  Shares,  when issued and paid for in accordance  with
                  the  terms  of  this  Warrant,  will  be  fully  paid  and not
                  assessable.

<PAGE>

         4.       This  Warrant  has been duly  authorized  and  approved by all
                  required  corporate action by the Company and does not violate
                  the certificate of incorporation or by-laws of the Company.

[CORPORATE SEAL]                            NEW MILLENNIUM MEDIA
                                            INTERNATIONAL, INC.


                                            By:_________________________________
                                                John Thatch, President and CEO

Dated:


ATTEST:

_______________________________
                   , Secretary

<PAGE>

                                  PURCHASE FORM
                                 TO BE EXECUTED
                            UPON EXERCISE OF WARRANTS

TO:      New Millennium Media International, Inc.
         101 Philippe Parkway, Suite 300
         Safety Harbor, FL  34695

         The undersigned hereby exercises, according to the terms and conditions
thereof, the right to purchase ___________ Shares of Common Stock,  evidenced by
the within Warrant Certificate, and herewith makes payment of the purchase price
in full,

         Dated: _________________________________

         Name:  _________________________________

         Address: _______________________________

         Signature: _____________________________


         UPON  EXERCISE OF THIS WARRANT  PAYMENT  SHOULD BE MADE TO THE ORDER OF
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.