EXHIBIT 4.5

Registration  Rights  Agreement  between  NMMI and Swartz  Private  Equity,  LLC
related to the  registration  of the  common  stock to be sold  pursuant  to the
Swartz Investment Agreement.

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
May  19,  2000,  by and  among  New  Millennium  Media  International,  Inc.,  a
corporation  duly  incorporated  and  existing  under  the laws of the  State of
Colorado (the  "Company"),  and the  subscriber  as named on the signature  page
hereto (hereinafter referred to as "Subscriber").

                                    RECITALS:

     WHEREAS,   pursuant  to  the  Company's  offering  ("Offering")  of  up  to
Twenty-Five  Million  Dollars  ($25,000,000),  excluding  any  funds  paid  upon
exercise  of the  Warrants,  of Common  Stock of the  Company  pursuant  to that
certain Investment Agreement of even date herewith (the "Investment  Agreement")
between the Company and the  Subscriber,  the Company has agreed to sell and the
Subscriber  has  agreed  to  purchase,  from  time to time  as  provided  in the
Investment  Agreement,  shares  of the  Company's  Common  Stock  for a  maximum
aggregate offering amount of Twenty-Five Million Dollars ($25,000,000);

     WHEREAS, pursuant to the terms of the Investment Agreement, the Company has
agreed to issue to the  Subscriber  the  Commitment  Warrants  and, from time to
time, the Purchase  Warrants,  each as defined in the Investment  Agreement,  to
purchase a number of shares of Common Stock, exercisable for five (5) years from
their respective dates of issuance (collectively, the "Warrants"); and

     WHEREAS, pursuant to the terms of the Investment Agreement, the Company has
agreed to provide the Subscriber with certain  registration  rights with respect
to the Common Stock to be issued in the  Offering and the Common Stock  issuable
upon exercise of the Warrants as set forth in this Agreement.

                                     TERMS:

     NOW, THEREFORE,  in consideration of the mutual promises,  representations,
warranties,  covenants and  conditions set forth in this Agreement and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

     1. Certain  Definitions.  As used in this Agreement (including the Recitals
above),  the following terms shall have the following meanings (such meanings to
be equally applicable to both singular and plural forms of the terms defined):

          "Additional  Registration  Statement" shall have the meaning set forth
in Section 3(b).

          "Amended  Registration  Statement" shall have the meaning set forth in
Section 3(b).

          "Business  Day" shall  have the  meaning  set forth in the  Investment
Agreement.

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          "Closing Bid Price" shall have the meaning set forth in the Investment
Agreement.

          "Common Stock" shall mean the common stock,  par value $0.001,  of the
Company.

          "Due Date" shall mean the date that is one hundred  twenty  (120) days
after the date of this Agreement.

          "Effective Date" shall have the meaning set forth in Section 2.4.

          "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended, together with the rules and regulations promulgated thereunder.

          "Filing Deadline" shall mean the date that is sixty (60) days from the
date that the Company's  shareholders  approve the authorization and issuance of
additional shares of Common Stock pursuant to the Investment Agreement.

          "Investment  Agreement"  shall  have  the  meaning  set  forth  in the
Recitals hereto.

          "Holder" shall mean Subscriber,  and any other person or entity owning
or having the right to acquire Registrable Securities or any permitted assignee;

          "Piggyback  Registration" and "Piggyback Registration Statement" shall
have the meaning set forth in Section 4.

          "Put" shall have the meaning as set forth in the Investment Agreement.

          "Register," "Registered," and "Registration" shall mean and refer to a
registration  effected  by  preparing  and filing a  registration  statement  or
similar  document in compliance with the Securities Act and pursuant to Rule 415
under the Securities Act or any successor  rule, and the declaration or ordering
of effectiveness of such registration statement or document.

          "Registrable  Securities"  shall have the meaning set forth in Section
2.1.

          "Registration  Statement"  shall have the meaning set forth in Section
2.2.

          "Rule 144"  shall mean Rule 144,  as  amended,  promulgated  under the
Securities Act.

          "Securities  Act" shall mean the  Securities  Act of 1933, as amended,
together with the rules and regulations promulgated thereunder.

          "Subscriber"  shall have the meaning set forth in the preamble to this
Agreement.

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          "Supplemental Registration Statement" shall have the meaning set forth
in Section 3(b).

          "Warrants" shall have the meaning set forth in the above Recitals.

          "Warrant  Shares"  shall mean  shares of Common  Stock  issuable  upon
exercise of any Warrant.

     2. Required Registration.

          2.1 Registrable Securities.  "Registrable Securities" shall mean those
shares of the Common Stock of the Company together with any capital stock issued
in replacement of, in exchange for or otherwise in respect of such Common Stock,
that are: (i) issuable or issued to the  Subscriber  pursuant to the  Investment
Agreement, and (ii) issuable or issued upon exercise of the Warrants;  provided,
however,  that  notwithstanding the above, the following shall not be considered
Registrable Securities:

               (a) any  Common  Stock  which  would  otherwise  be  deemed to be
Registrable  Securities,  if and to the extent that those shares of Common Stock
may be  resold  in a public  transaction  without  volume  limitations  or other
material  restrictions  without registration under the Securities Act, including
without limitation, pursuant to Rule 144 under the Securities Act; and

               (b) any shares of Common  Stock which have been sold in a private
transaction  in which the  transferor's  rights  under  this  Agreement  are not
assigned.

          2.2 Filing of Initial  Registration  Statement.  The Company shall, by
the Filing Deadline, file a registration statement ("Registration Statement") on
Form SB-2 (or other suitable form, at the Company's  discretion,  but subject to
the  reasonable  approval  of  Subscriber),  covering  the resale of a number of
shares of Common Stock as Registrable  Securities  equal to at least Ten Million
(10,000,000)  shares of Common Stock and shall cover,  to the extent  allowed by
applicable law, such  indeterminate  number of additional shares of Common Stock
that may be issued or become  issuable as Registrable  Securities by the Company
pursuant  to Rule 416 of the  Securities  Act. In the event that the Company has
not filed the Registration  Statement by the Filing  Deadline,  then the Company
shall pay to Subscriber an amount equal to $500, in cash,  for each Business Day
after the Filing Deadline until such  Registration  Statement is filed,  payable
within ten (10) Business Days  following the end of each calendar month in which
such payments accrue.

          2.3 [Intentionally Left Blank].

          2.4 Registration  Effective Date. The Company shall use its reasonable
best efforts to have the Registration  Statement  declared  effective by the SEC
(the date of such  effectiveness is referred to herein as the "Effective  Date")
by the Due Date.

          2.5 [Intentionally Left Blank].

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<PAGE>

          2.6 [Intentionally Left Blank].

          2.7 Shelf Registration.  The Registration  Statement shall be prepared
as a "shelf"  registration  statement  under Rule 415,  and shall be  maintained
effective  until  all   Registrable   Securities  are  resold  pursuant  to  the
Registration Statement.

          2.8  Supplemental  Registration  Statement.  Anytime the  Registration
Statement does not cover a sufficient  number of shares of Common Stock to cover
all outstanding Registrable  Securities,  the Company shall promptly prepare and
file with the SEC such  Supplemental  Registration  Statement and the prospectus
used in  connection  with such  registration  statement  as may be  necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all such Registrable  Securities and shall use its best efforts to cause such
Supplemental  Registration  Statement  to  be  declared  effective  as  soon  as
possible.

     3.  Obligations of the Company.  Whenever  required under this Agreement to
effect the  registration  of any Registrable  Securities,  the Company shall, as
expeditiously and reasonably possible:

          (a)  Prepare  and file with the  Securities  and  Exchange  Commission
("SEC") a Registration Statement with respect to such Registrable Securities and
use its reasonable best efforts to cause such  Registration  Statement to become
effective and to remain  effective until all  Registrable  Securities are resold
pursuant to such  Registration  Statement,  notwithstanding  any  Termination or
Automatic  Termination  (as each is defined in the Investment  Agreement) of the
Investment Agreement.

          (b) Prepare and file with the SEC such  amendments and  supplements to
such  Registration  Statement and the  prospectus  used in connection  with such
Registration  Statement ("Amended  Registration  Statement") or prepare and file
any additional  registration  statement  ("Additional  Registration  Statement,"
together with the Amended  Registration  Statement,  "Supplemental  Registration
Statements") as may be necessary to comply with the provisions of the Securities
Act  with  respect  to  the  disposition  of  all  securities  covered  by  such
Supplemental Registration Statements or such prior registration statement and to
cover the resale of all Registrable Securities.

          (c) Furnish to the  Holders  such  numbers of copies of a  prospectus,
including a preliminary  prospectus,  in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them.

          (d) Use its  reasonable  best  efforts to  register  and  qualify  the
securities covered by such Registration Statement under such other securities or
Blue Sky laws of the  jurisdictions  in which the Holders are  located,  of such
other  jurisdictions  as shall be  reasonably  requested  by the  Holders of the
Registrable  Securities covered by such Registration  Statement and of all other
jurisdictions  where  legally  required,  provided that the Company shall not be
required in  connection  therewith  or as a  condition  thereto to qualify to do
business  or to file a general  consent to service of process in any such states
or jurisdictions.

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<PAGE>

          (e) [Intentionally Omitted].

          (f) As promptly as  practicable  after  becoming  aware of such event,
notify each Holder of  Registrable  Securities  of the happening of any event of
which the Company has knowledge, as a result of which the prospectus included in
the Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading, use its best efforts promptly to prepare a
supplement  or  amendment to the  Registration  Statement to correct such untrue
statement  or  omission,  and deliver a number of copies of such  supplement  or
amendment to each Holder as such Holder may reasonably request.

          (g)  Provide  Holders  with  notice  of the date  that a  Registration
Statement or any Supplemental  Registration  Statement registering the resale of
the  Registrable  Securities  is declared  effective by the SEC, and the date or
dates when the Registration Statement is no longer effective.

          (h) Provide  Holders and their  representatives  the opportunity and a
reasonable  amount  of time,  based  upon  reasonable  notice  delivered  by the
Company,  to conduct a reasonable due diligence  inquiry of Company's  pertinent
financial  and other  records and make  available its officers and directors for
questions  regarding such information as it relates to information  contained in
the Registration Statement.

          (i)  Provide  Holders and their  representatives  the  opportunity  to
review the  Registration  Statement and all  amendments or  supplements  thereto
prior to their  filing  with the SEC by  giving  the  Holder  at least  five (5)
business days advance written prior to such filing.

          (j) Provide each Holder with prompt  notice of the issuance by the SEC
or any state  securities  commission or agency of any stop order  suspending the
effectiveness of the Registration  Statement or the initiation of any proceeding
for such purpose. The Company shall use its best efforts to prevent the issuance
of any stop order and, if any is issued,  to obtain the  removal  thereof at the
earliest possible date.

          (k) Use its best efforts to list the Registrable Securities covered by
the Registration Statement with all securities exchanges or markets on which the
Common  Stock is then listed and prepare and file any  required  filing with the
NASD,  American Stock  Exchange,  NYSE and any other exchange or market on which
the Common Stock is listed.

     4.  Piggyback  Registration.   If  anytime  prior  to  the  date  that  the
Registration  Statement is declared  effective or during any Ineffective  Period
(as  defined in the  Investment  Agreement)  the  Company  proposes  to register
(including  for  this  purpose  a  registration  effected  by  the  Company  for
shareholders  other  than  the  Holders)  any  of its  Common  Stock  under  the
Securities Act in connection with the public offering of such securities  solely
for cash (other than a registration  relating  solely for the sale of securities
to  participants  in  a  Company  stock  plan  or a  registration  on  Form  S-4
promulgated   under  the  Securities  Act  or  any  successor  or  similar  form
registering stock issuable upon a reclassification  upon a business  combination
involving an

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<PAGE>

exchange of securities or upon an exchange offer for securities of the issuer or
another  entity)  the Company  shall,  at such time,  promptly  give each Holder
written notice of such registration ("Piggyback Registration  Statement").  Upon
the  written  request  of each  Holder  given by fax  within ten (10) days after
mailing of such notice by the Company, the Company shall cause to be included in
such  registration  statement  under the Securities  Act all of the  Registrable
Securities  that each such Holder has  requested  to be  registered  ("Piggyback
Registration")  to the extent such inclusion  does not violate the  registration
rights of any other  security  holder of the company  granted  prior to the date
hereof;  provided,  however,  that nothing herein shall prevent the Company from
withdrawing   or   abandoning   such   registration   statement   prior  to  its
effectiveness.

     5. Limitation on Obligations to Register under a Piggyback Registration. In
the case of a Piggyback Registration pursuant to an underwritten public offering
by the Company,  if the managing  underwriter  determines and advises in writing
that the  inclusion  in the  related  Piggyback  Registration  Statement  of all
Registrable  Securities  proposed  to  be  included  would  interfere  with  the
successful marketing of the securities proposed to be registered by the Company,
then the number of such Registrable  Securities to be included in such Piggyback
Registration  Statement,  to the extent any such  Registrable  Securities may be
included in such Piggyback Registration Statement,  shall be allocated among all
Holders who had requested Piggyback  Registration  pursuant to the terms hereof,
in the  proportion  that the number of  Registrable  Securities  which each such
Holder  seeks to register  bears to the total number of  Registrable  Securities
sought to be included by all Holders. If required by the managing underwriter of
such an underwritten public offering,  the Holders shall enter into an agreement
limiting the number of  Registrable  Securities to be included in such Piggyback
Registration  Statement and the terms, if any, regarding the future sale of such
Registrable Securities.

     6. Dispute as to Registrable Securities.  In the event the Company believes
that shares sought to be  registered  under Section 2 or Section 4 by Holders do
not  constitute  "Registrable  Securities"  by  virtue  of  Section  2.1 of this
Agreement, and the status of those shares as Registrable Securities is disputed,
the Company shall  provide,  at its expense,  an Opinion of Counsel,  reasonably
acceptable to the Holders of the  Securities at issue (and  satisfactory  to the
Company's transfer agent to permit the sale and transfer), that those securities
may  be  sold   immediately,   without  volume   limitation  or  other  material
restrictions,  without  registration under the Securities Act, by virtue of Rule
144 or similar provisions.

     7. Furnish Information. At the Company's request, each Holder shall furnish
to the Company such information  regarding  Holder,  the Registrable  Securities
held by it, and the intended  method of  disposition  of such  securities to the
extent required to effect the  registration of its Registrable  Securities or to
determine  that  registration  is not  required  pursuant  to Rule  144 or other
applicable  provision  of the  Securities  Act.  The Company  shall  include all
information  provided  by  such  Holder  pursuant  hereto  in  the  Registration
Statement,  substantially  in the  form  supplied,  except  to the  extent  such
information is not permitted by law.

     8. Expenses. All expenses,  other than commissions and fees and expenses of
counsel to the selling  Holders,  incurred  in  connection  with  registrations,
filings or qualifications  pursuant hereto,  including (without  limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company, shall be borne by the Company.

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     9. Indemnification. In the event any Registrable Securities are included in
a Registration Statement under this Agreement:

          (a) To the extent  permitted by law, the Company  will  indemnify  and
hold harmless each Holder, the officers, directors, partners, legal counsel, and
accountants of each Holder,  any  underwriter (as defined in the Securities Act,
or as  deemed  by the  Securities  Exchange  Commission,  or as  indicated  in a
registration  statement)  for such Holder and each person,  if any, who controls
such Holder or  underwriter  within the meaning of Section 15 of the  Securities
Act or the Exchange Act,  against any losses,  claims,  damages,  or liabilities
(joint or several) to which they may become  subject under the  Securities  Act,
the Exchange Act or other federal or state law, insofar as such losses,  claims,
damages,  or  liabilities  (or actions in respect  thereof)  arise out of or are
based  upon  any of the  following  statements  or  omissions:  (i)  any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, or (ii) the omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein,  or necessary to make the statements  therein not  misleading,  and the
Company will  reimburse  each such Holder,  officer or director,  underwriter or
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability, or action; provided,  however, that the indemnity agreement contained
in this  subsection  9(a) shall not apply to amounts paid in  settlement  of any
such loss, claim,  damage,  liability,  or action if such settlement is effected
without the  consent of the Company  (which  consent  shall not be  unreasonably
withheld),  nor shall the  Company be liable in any such case for any such loss,
claim,  damage,  liability,  or action to the extent that it arises out of or is
based upon a violation  which  occurs in reliance  upon and in  conformity  with
written  information  furnished  expressly  for  use  in  connection  with  such
registration by any such Holder, officer,  director,  underwriter or controlling
person;  provided however, that the above shall not relieve the Company from any
other liabilities which it might otherwise have.

          (b) Each Holder of any securities  included in such registration being
effected  shall  indemnify  and hold  harmless the Company,  its  directors  and
officers,  each underwriter and each other person,  if any, who controls (within
the meaning of the Securities Act) the Company or such other indemnified  party,
against any liability, joint or several, to which any such indemnified party may
become  subject under the  Securities Act or any other statute or at common law,
insofar as such  liability (or actions in respect  thereof)  arises out of or is
based upon (i) any untrue  statement or alleged untrue statement of any material
fact contained,  on the effective date thereof,  in any  registration  statement
under which  securities were registered  under the Securities Act at the request
of such  Holder,  any  preliminary  prospectus  or  final  prospectus  contained
therein, or any amendment or supplement thereto, or (ii) any omission or alleged
omission by such Holder to state  therein a material  fact required to be stated
therein or  necessary  to make the  statements  therein not  misleading,  to the
extent,  but only to the extent,  that such untrue  statement or alleged  untrue
statement  or  omission  or  alleged  omission  was  made in  such  registration
statement,  preliminary or final prospectus,  amendment or supplement thereto in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by such Holder specifically for use therein. Such Holder shall reimburse
any indemnified party for any

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legal fees incurred in investigating or defending any such liability;  provided,
however,  that such Holder's obligations hereunder shall be limited to an amount
equal  to the  proceeds  to such  Holder  of the  securities  sold  in any  such
registration;  and  provided  further,  that no  Holder  shall  be  required  to
indemnify any party against any liability  arising from any untrue or misleading
statement or omission contained in any preliminary prospectus if such deficiency
is corrected in the final  prospectus or for any  liability  which arises out of
the failure of such party to deliver a prospectus as required by the  Securities
Act.

          (c) Promptly after receipt by an indemnified  party under this Section
9 of  notice of the  commencement  of any  action  (including  any  governmental
action),  such  indemnified  party will, if a claim in respect  thereof is to be
made  against  any  indemnifying  party  under this  Section  9,  deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof  and  the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,  to  assume,  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own counsel,  with the reasonably incurred fees and
expenses  of  one  such  counsel  to be  paid  by  the  indemnifying  party,  if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying party would be inappropriate due to actual or potential conflicting
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action,  if materially  prejudicial to its ability to defend such action,  shall
relieve such indemnifying  party of any liability to the indemnified party under
this  Section  9,  but  the  omission  so  to  deliver  written  notice  to  the
indemnifying  party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 9.

          (d) In the event that the indemnity  provided in paragraphs (a) and/or
(b) of this Section 9 is  unavailable  to or  insufficient  to hold  harmless an
indemnified  party  for any  reason,  the  Company  and  each  Holder  agree  to
contribute to the aggregate claims,  losses,  damages and liabilities (including
legal or other expenses  reasonably incurred in connection with investigating or
defending same) (collectively  "Losses") to which the Company and one or more of
the Holders may be subject in such  proportion as is  appropriate to reflect the
relative fault of the Company and the Holders in connection  with the statements
or omissions  which resulted in such Losses.  Relative fault shall be determined
by reference  to whether any alleged  untrue  statement  or omission  relates to
information  provided  by the  Company or by the  Holders.  The  Company and the
Holders  agree  that it would not be just and  equitable  if  contribution  were
determined by pro rata  allocation  or any other method of allocation  that does
not  take   account  of  the   equitable   considerations   referred  to  above.
Notwithstanding  the  provisions  of this  paragraph  (d),  no person  guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any person who was not
guilty of such  fraudulent  misrepresentation.  For  purposes of this Section 9.
each person who controls a Holder of Registrable  Securities  within the meaning
of either the  Securities  Act or the Exchange Act and each  director,  officer,
partner,  employee  and  agent  of a  Holder  shall  have  the  same  rights  to
contribution as such holder, and each person who controls the Company within the
meaning of either the  Securities  Act or the Exchange Act and each director and
officer  of the  Company  shall  have the same  rights  to  contribution  as the
Company,  subject in each case to the  applicable  terms and  conditions of this
paragraph (d).

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          (e) The  obligations  of the Company and Holders  under this Section 9
shall  survive the resale,  if any, of the Common Stock,  the  completion of any
offering  of  Registrable  Securities  in a  Registration  Statement  under this
Agreement, and otherwise.

     10.  Reports Under  Exchange  Act.  With a view to making  available to the
Holders the benefits of Rule 144  promulgated  under the  Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration, the Company agrees
to:

          (a) make and keep  public  information  available,  as those terms are
understood and defined in Rule 144; and

          (b) use its  reasonable  best efforts to file with the SEC in a timely
manner  all  reports  and other  documents  required  of the  Company  under the
Securities Act and the Exchange Act.

     11. Amendment of Registration  Rights.  Any provision of this Agreement may
be amended and the observance  thereof may be waived  (either  generally or in a
particular  instance and either  retroactively or prospectively),  only with the
written  consent of the Company and the written  consent of each Holder affected
thereby.  Any  amendment or waiver  effected in accordance  with this  paragraph
shall be binding upon each Holder, each future Holder, and the Company.

     12. Notices.  All notices  required or permitted under this Agreement shall
be made in  writing  signed by the party  making  the same,  shall  specify  the
section  under  this  Agreement  pursuant  to which it is  given,  and  shall be
addressed if to (i) the Company at: New Millennium  Media  International,  Inc.;
Attn: John Thatch;  101 Philippe  Parkway,  Suite 300; Safety Harbor,  FL 34695;
Telephone:  (727) 797-6664,  Facsimile: (727) 797-7770; Email: nhojt@aol.com (or
at such other  location as  directed  by the  Company in  writing)  and (ii) the
Holders at their respective last address as the party as shown on the records of
the Company. Any notice,  except as otherwise provided in this Agreement,  shall
be made by fax and shall be deemed given at the time of transmission of the fax.

     13. Termination. This Agreement shall terminate on the date all Registrable
Securities  cease to exist (as that term is defined in Section 2.1 hereof);  but
without  prejudice  to (i) the  parties'  rights and  obligations  arising  from
breaches  of this  Agreement  occurring  prior to such  termination  (ii)  other
indemnification obligations under this Agreement.

     14. Assignment. No assignment, transfer or delegation, whether by operation
of law or otherwise,  of any rights or  obligations  under this Agreement by the
Company or any Holder,  respectively,  shall be made  without the prior  written
consent of the majority in interest of the Holders or the Company, respectively;
provided that the rights of a Holder may be transferred  to a subsequent  holder
of the Holder's  Registrable  Securities (provided such transferee shall provide
to the Company, together with or prior to such transferee's request to have such
Registrable  Securities  included in a Registration,  a writing executed by such
transferee agreeing to be bound as a Holder by the terms of this Agreement), and
the Company hereby agrees to file an amended

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registration  statement  including such transferee or a selling  security holder
thereunder;  and  provided  further that the Company may transfer its rights and
obligations under this Agreement to a purchaser of all or a substantial  portion
of its  business if the  obligations  of the Company  under this  Agreement  are
assumed in connection with such transfer, either by merger or other operation of
law (which may include without limitation a transaction  whereby the Registrable
Securities  are  converted  into  securities of the successor in interest) or by
specific assumption executed by the transferee.

     15.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Georgia  applicable to agreements made
in and wholly to be performed in that  jurisdiction,  except for matters arising
under the  Securities  Act or the Exchange Act, which matters shall be construed
and  interpreted  in accordance  with such laws.  Any dispute  arising out of or
relating to this Agreement or the breach,  termination or validity  hereof shall
be finally  settled by the  federal or state  courts  located in Fulton  County,
Georgia.

     16. Execution in Counterparts Permitted.  This Agreement may be executed in
any number of  counterparts,  each of which  shall be  enforceable  against  the
parties actually  executing such  counterparts,  and all of which together shall
constitute one (1) instrument.

     17.  Specific  Performance.  The Holder  shall be entitled to the remedy of
specific performance in the event of the Company's breach of this Agreement, the
parties agreeing that a remedy at law would be inadequate.

     18. Indemnity.  Each party shall indemnify each other party against any and
all claims, damages (including reasonable attorney's fees), and expenses arising
out of the first party's breach of any of the terms of this Agreement.

     19.  Entire  Agreement;   Written  Amendments  Required.   This  Agreement,
including the Exhibits  attached hereto,  the Investment  Agreement,  the Common
Stock certificates, and the other documents delivered pursuant hereto constitute
the full and entire  understanding and agreement between the parties with regard
to the subjects hereof and thereof, and no party shall be liable or bound to any
other party in any manner by any warranties, representations or covenants except
as  specifically  set forth  herein or  therein.  Except as  expressly  provided
herein,

                           [Intentionally Left Blank]

                                       10
<PAGE>

neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written  instrument  signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of this
19th day of May, 2000.

                                   NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                                   By: /s/ John Thatch, President & CEO
                                       -----------------------------------
                                       John Thatch, President & CEO

                                   Address:  101 Philippe Parkway
                                             Suite 300
                                             Safety Harbor, FL 94695
                                             Telephone: (727) 797-6664
                                             Facsimile: (727) 797-7770
                                             E-mail: nhojt@aol.com

                                   SUBSCRIBER:
                                   SWARTZ PRIVATE EQUITY, LLC.

                                   By: /s/ Eric S. Swartz
                                       -----------------------------------
                                       Eric S. Swartz, Manager

                                   Address:  1080 Holcomb Bridge Road
                                             Bldg. 200, Suite 285
                                             Roswell, GA 30076
                                             Telephone: (770) 640-8130
                                             Facsimile: (770) 640-7150