EXHIBIT 4.3

Form of "Purchase  Warrant" to purchase  common  stock issued to Swartz  Private
Equity, LLC. from time to time in connection with the offering of securities.

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THIS WARRANT AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR ANY  STATE  SECURITIES  LAW,  AND  MAY  NOT BE  SOLD,  TRANSFERRED,  PLEDGED,
HYPOTHECATED  OR OTHERWISE  DISPOSED OF OR EXERCISED  UNLESS (i) A  REGISTRATION
STATEMENT  UNDER THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS SHALL
HAVE  BECOME   EFFECTIVE  WITH  REGARD  THERETO,   OR  (ii)  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

AN INVESTMENT IN THESE SECURITIES  INVOLVES A HIGH DEGREE OF RISK.  HOLDERS MUST
RELY ON THEIR  OWN  ANALYSIS  OF THE  INVESTMENT  AND  ASSESSMENT  OF THE  RISKS
INVOLVED. SEE THE RISK FACTORS SET FORTH UNDER THAT CERTAIN INVESTMENT AGREEMENT
BY AND BETWEEN THE COMPANY AND HOLDER REFERENCED THEREIN AS EXHIBIT J.

Warrant to Purchase
"N" shares                                                    Warrant Number ___

                        Warrant to Purchase Common Stock
                                       of
                    New Millennium Media International, Inc.

     THIS  CERTIFIES that Swartz Private  Equity,  LLC or any subsequent  holder
hereof  ("Holder"),  has  the  right  to  purchase  from  New  Millennium  Media
International,  Inc., a Colorado  corporation (the  "Company"),  up to "N" fully
paid and  nonassessable  shares,  wherein "N" is defined below, of the Company's
common stock, $.001 par value per share ("Common Stock"),  subject to adjustment
as provided  herein at a price equal to the Exercise Price as defined in Section
3 below,  at any time  beginning  on the Date of  Issuance  (defined  below) and
ending at 5:00  p.m.,  New  York,  New York time the date that is five (5) years
after the Date of Issuance (the "Exercise Period"); provided, that, with respect
to each "Put," as that term is defined in that certain Investment Agreement (the
"Investment  Agreement") by and between the initial Holder and Company, dated on
or about May 19, 2000, "N" shall equal ten percent (10%) of the number of shares
of Common Stock purchased by the Holder in that Put.

     Holder  agrees with the Company that this Warrant to Purchase  Common Stock
of the Company (this "Warrant") is issued and all rights hereunder shall be held
subject to all of the conditions, limitations and provisions set forth herein.

     1. Date of Issuance and Term.

     This Warrant shall be deemed to be issued on ("Date of Issuance"). The term
of this Warrant is five (5) years from the Date of Issuance.

     2. Exercise.

     (a) Manner of  Exercise.  During the Exercise  Period,  this Warrant may be
exercised as to all or any lesser  number of full shares of Common Stock covered
hereby

                                    Exhibit D

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(the "Warrant  Shares") upon  surrender of this Warrant,  with the Exercise Form
attached  hereto as Exhibit A (the "Exercise  Form") duly completed and executed
together  with the full  Exercise  Price (as  defined  below)  for each share of
Common  Stock as to which  this  Warrant  is  exercised,  at the  office  of the
Company.  Attention:  John  Thatch  President  and  CEO,  New  Millennium  Media
International,  Ins.; 101 Philippe  Parkway,  Suite 300, Safety Harbor, FL 34695
Telephone: (727) 797-6664; Facsimile: (727) 797-7770, or at such other office or
agency as the Company may  designate  in writing,  by  overnight  mail,  with an
advance copy of the Exercise Form sent to the Company and its Transfer  Agent by
facsimile (such surrender and payment of the Exercise Price  hereinafter  called
the "Exercise of this Warrant").

     (b) Date of  Exercise.  The  "Date of  Exercise"  of the  Warrant  shall be
defined as the date that the advance copy of the completed and executed Exercise
Form is sent by facsimile to the Company, provided that the original Warrant and
Exercise  Form are  received by the Company as soon as  practicable  thereafter.
Alternatively,  the Date of Exercise  shall be defined as the date the  original
Exercise Form is received by the Company,  if Holder has not sent advance notice
by facsimile.  The Company shall not be required to deliver the shares of Common
Stock to the Holder until the requirements of Section 2(a) above are satisfied.

     (c)  Cancellation  of Warrant.  This  Warrant  shall be  canceled  upon the
Exercise of this Warrant,  and, as soon as practical after the Date of Exercise,
Holder  shall be  entitled  to  receive  Common  Stock for the  number of shares
purchased  upon  such  Exercise  of this  Warrant,  and if this  Warrant  is not
exercised in full, Holder shall be entitled to receive a new Warrant (containing
terms identical to this Warrant)  representing  any unexercised  portion of this
Warrant in addition to such Common Stock.

     (d) Holder of Record.  Each  person in whose name any Warrant for shares of
Common Stock is issued shall,  for all  purposes,  be deemed to be the Holder of
record of such shares on the Date of Exercise of this Warrant,  irrespective  of
the date of delivery of the Common  Stock  purchased  upon the  Exercise of this
Warrant.  Nothing in this Warrant shall be construed as  conferring  upon Holder
any rights as a stockholder of the Company.

     3. Payment of Warrant Exercise Price.

     The Exercise Price ("Exercise  Price"),  shall initially equal $Y per share
("Initial  Exercise Price"),  where "Y" shall equal 110% of the Market Price for
the applicable Put (as both are defined in the Investment  Agreement) or, if the
Date of Exercise  is more than six (6) months  after the Date of  Issuance,  the
lesser of (i) the Initial  Exercise  Price or (ii) the "Lowest  Reset Price," as
that term is defined below.  The Company shall calculate a "Reset Price" on each
six-month anniversary date of the Date of issuance which shall equal one hundred
and ten percent  (110%) of the lowest  closing bid price of the Common Stock for
the five (5) trading days ending on such six-month  anniversary date of the Date
of  Issuance.  The  "Lowest  Reset  Price"  shall  equal the lowest  Reset Price
determined on any six-month  anniversary date of the Date of Issuance  preceding
the Date of Exercise, taking into account, as appropriate,  any adjustments made
pursuant to Section 5 hereof.

     Payment of the Exercise Price may be made by either of the following,  or a
combination thereof, at the election of Holder:

     (i) Cash Exercise: cash, bank or cashiers check or wire transfer; or

     (ii)  Cashless  Exercise:  subject to the last  sentence of this Section 3,
surrender of this Warrant at the principal  office of the Company  together with
notice of cashless  election,  in which event the Company  shall issue  Holder a
number of shares of Common

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Stock computed using the following formula:

                                  X = Y (A-B)/A

where: X = the number of shares of Common Stock to be issued to Holder.

       Y = the number of shares of Common Stock for which  this Warrant is being
       exercised.

          A = the Market Price of one ( 1) share of Common  Stock (for  purposes
          of this  Section  3(ii),  the "Market  Price"  shall be defined as the
          average  Closing  Price of the Common  Stock for the five (5)  trading
          days  prior to the Date of  Exercise  of this  Warrant  (the  "Average
          Closing Price"),  as reported by the O.T.C.  Bulletin Board.  National
          Association  of  Securities  Dealers  Automated  Quotation  System  ("
          Nasdaq") Small Cap Market, or if the Common Stock is not traded on the
          Nasdaq  Small  Cap  Market,  the  Average  Closing  Price in any other
          over-the-counter market;  provided,  however, that if the Common Stock
          is listed on a stock  exchange,  the Market Price shall be the Average
          Closing  Price on such exchange for the five (5) trading days prior to
          the date of exercise of the  Warrants.  If the Common Stock is/was not
          traded during the five (5) trading days prior to the Date of Exercise,
          then the  closing  price  for the last  publicly  traded  day shall be
          deemed to be the closing  price for any and all (if  applicable)  days
          during such five (5) trading day period.

       B = the Exercise Price.

     For purposes  hereof,  the term  "Closing Bid Price" shall mean the closing
bid price on the O.T.C.  Bulletin  Board,  the National Market System (" NMS" ),
the New York Stock Exchange,  the Nasdaq Small Cap Market, or if no loner traded
on the O.T.C.  Bulletin Board, the NMS, the New York Stock Exchange,  the Nasdaq
Small Cap Market,  the "Closing Bid Price" shall equal the closing  price on the
principal national securities exchange or the  over-the-counter  system on which
the Common  Stock is so traded and, if not  available,  the mean of the high and
low prices on the  principal  national  securities  exchange on which the Common
Stock is so traded.

     For  purposes  of  Rule  144  and  sub-section  (d)(3)(ii)  thereof,  it is
intended,  understood  and  acknowledged  that the Common  Stock  issuable  upon
exercise of this Warrant in a cashless  exercise  transaction shall be deemed to
have  been  acquired  at the time  this  Warrant  was  issued.  Moreover,  it is
intended,  understood  and  acknowledged  that the holding period for the Common
Stock issuable upon exercise of this Warrant in a cashless exercise  transaction
shall be deemed to have commenced on the date this Warrant was issued.

     Notwithstanding anything to the contrary contained herein, this Warrant may
not be exercised in a cashless exercise  transaction if on the Date of Exercise,
the shares of Common Stock to be issued upon exercise of this Warrant would upon
such issuance be then registered pursuant to an effective registration statement
filed pursuant to that certain  Registration  Rights Agreement dated on or about
May 19, 2000 by and among the Company and certain  investors,  or  otherwise  be
registered under the Securities Act of 1933, as amended.

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     4. Transfer and Registration.

     (a)  Transfer  Rights.  Subject  to the  provisions  of  Section  8 of this
Warrant,  this Warrant may be transferred on the books of the Company,  in whole
or in part, in person or by attorney,  upon  surrender of this Warrant  properly
completed and endorsed.  This Warrant shall be canceled upon such surrender and,
as soon as  practicable  thereafter,  the person to whom such  transfer  is made
shall be entitled to receive a new Warrant or Warrants as to the portion of this
Warrant transferred, and Holder shall be entitled to receive a new Warrant as to
the portion hereof retained.

     (b) Registrable Securities.  The Common Stock issuable upon the exercise of
this   Warrant   constitutes   "Registrable   Securities"   under  that  certain
Registration Rights Agreement dated on or about May 19, 2000 between the Company
and certain  investors  and,  accordingly,  has the benefit of the  registration
rights pursuant to that agreement.

     5. Anti-Dilution Adjustments.

     (a) Stock  Dividend.  If the Company  shall at any time  declare a dividend
payable in shares of Common  Stock,  then Holder,  upon Exercise of this Warrant
after the record date for the  determination of holders of Common Stock entitled
to receive such  dividend,  shall be entitled to receive  upon  Exercise of this
Warrant,  in addition  to the number of shares of Common  Stock as to which this
Warrant is  exercised,  such  additional  shares of Common  Stock as such Holder
would have received had this Warrant been  exercised  immediately  prior to such
record date and the Exercise Price will be proportionately adjusted.

     (b) Recapitalization or Reclassification.  If the Company shall at any time
effect a recapitalization, reclassification or other similar transaction of such
character  that the  shares  of Common  Stock  shall be  changed  into or become
exchangeable  for a larger or smaller number of shares,  then upon the effective
date thereof the number of shares of Common Stock which Holder shall be entitled
to purchase upon  Exercise of this Warrant  shall be increased or decreased,  as
the case may be, in direct  proportion to the increase or decrease in the number
of shares of Common Stock by reason of such  recapitalization,  reclassification
or  similar  transaction,  and the  Exercise  Price  shall be, in the case of an
increase in the number of shares,  proportionally  decreased  and in the case of
decrease in the number of shares,  proportionally  increased.  The Company shall
give  Holder the same  notice it  provides  to  holders  of Common  Stock of any
transaction described in this Section 5(b).

     (c)  Distributions.  If the  Company  shall at any time  distribute  for no
consideration  to holders of Common  Stock cash,  evidences of  indebtedness  or
other securities or assets (other than cash dividends or  distributions  payable
out of earned surplus or net profits for the current or preceding years) then in
any such case,  Holder  shall be  entitled  to  receive,  upon  Exercise of this
Warrant, with respect to each share of Common Stock issuable upon such exercise,
the amount of cash or evidences of  indebtedness  or other  securities or assets
which Holder would have been entitled to receive with respect to each such share
of Common Stock as a result of the happening of such event had this Warrant been
exercised immediately prior to the record date or other date fixing shareholders
to be affected by such event (the "Determination  Date") or, in lieu thereof, if
the Board of  Directors  of the Company  should so determine at the time of such
distribution,  a reduced  Exercise Price  determined by multiplying the Exercise
Price on the  Determination  Date by a fraction,  the  numerator of which is the
result  of such  Exercise  Price  reduced  by the  value  of  such  distribution
applicable  to one share of Common  Stock  (such value to be  determined  by the
Board of  Directors of the Company in its  discretion)  and the  denominator  of
which is such Exercise Price.

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     (d)  Notice  of  Consolidation  or  Merger.  In  the  event  of  a  merger,
consolidation,  exchange of shares, recapitalization,  reorganization,  or other
similar event, as a result of which shares of Common Stock shall be changed into
the same or a different number of shares of the same or another class or classes
of stock or securities or other assets of the Company or another entity or there
is a sale  of all or  substantially  all  the  Company's  assets  (a  "Corporate
Change"),  then this Warrant shall be  exerciseable  into such class and type of
securities  or other assets as Holder would have  received had Holder  exercised
this Warrant immediately prior to such Corporate Change; provided, however, that
Company  may not affect any  Corporate  Change  unless it first shall have given
thirty (30) days notice to Holder hereof of any Corporate Change.

     (e) Exercise Price  Adjusted.  As used in this Warrant,  the term "Exercise
Price"  shall mean the purchase  price per share  specified in Section 3 of this
Warrant,  until the occurrence of an event stated in subsection  (a), (b) or (c)
of this Section 5, and thereafter shall mean said price as adjusted from time to
time in accordance  with the provisions of said  subsection.  No such adjustment
under this  Section 5 shall be made  unless  such  adjustment  would  change the
Exercise  Price  at the  time by $.01  or  more;  provided,  however,  that  all
adjustments  not so made shall be deferred and made when the  aggregate  thereof
would change the Exercise Price at the time by $.01 or more. No adjustment  made
pursuant  to any  provision  of this  Section  5 shall  have the net  effect  of
increasing the Exercise Price in relation to the split adjusted and distribution
adjusted price of the Common Stock. The number of shares of Common Stock subject
hereto shall increase proportionately with each decrease in the Exercise Price.

     (f) Adjustments. Additional Shares, Securities or Assets. In the event that
at any time,  as a result of an  adjustment  made  pursuant  to this  Section 5,
Holder shall,  upon Exercise of this Warrant,  become entitled to receive shares
and/or other  securities  or assets  (other than Common  Stock)  then,  wherever
appropriate,  all references herein to shares of Common Stock shall be deemed to
refer to and  include  such  shares  and/or  other  securities  or  assets;  and
thereafter the number of such shares and/or other  securities or assets shall be
subject  to  adjustment  from time to time in a manner  and upon terms as nearly
equivalent as practicable to the provisions of this Section 5.

     6. Fractional Interests.

     No  fractional  shares or scrip  representing  fractional  shares  shall be
issuable  upon the Exercise of this  Warrant,  but on Exercise of this  Warrant,
Holder  may  purchase  only a whole  number of shares  of Common  Stock.  If, on
Exercise of this  Warrant,  Holder  would be entitled to a  fractional  share of
Common  Stock or a right to acquire a  fractional  share of Common  Stock,  such
fractional  share shall be disregarded  and the number of shares of Common Stock
issuable upon exercise shall be the next higher number of shares.

     7. Reservation of Shares.

     The  Company  shall at all  times  reserve  for  issuance  such  number  of
authorized and unissued shares of Common Stock (or other securities  substituted
therefor as herein above  provided) as shall be  sufficient  for the Exercise of
this Warrant and payment of the Exercise Price. The Company covenants and agrees
that upon the Exercise of this Warrant all shares of Common Stock  issuable upon
such exercise shall be duly and validly issued,  fully paid,  nonassessable  and
not subject to preemptive  rights,  rights of first refusal or similar rights of
any person or entity.

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     8. Restrictions on Transfer.

     (a) Registration or Exemption  Required.  This Warrant has been issued in a
transaction  exempt from the  registration  requirements of the Act by virtue of
Regulation D and exempt from state registration under applicable state laws. The
Warrant and the Common Stock  issuable upon the Exercise of this Warrant may not
be pledged,  transferred,  sold or  assigned  except  pursuant  to an  effective
registration  statement or an exemption to the registration  requirements of the
Act and applicable state laws.

     (b)  Assignment.   If  Holder  can  provide  the  Company  with  reasonably
satisfactory evidence that the conditions of (a) above regarding registration or
exemption have been  satisfied,  Holder may sell,  transfer,  assign,  pledge or
otherwise  dispose of this Warrant,  in whole or in part. Holder shall deliver a
written notice to Company,  substantially in the form of the Assignment attached
hereto as Exhibit B,  indicating the person or persons to whom the Warrant shall
be  assigned  and the  respective  number of  warrants  to be  assigned  to each
assignee.  The Company  shall effect the  assignment  within ten (10) days,  and
shall deliver to the  assignee(s)  designated by Holder a Warrant or Warrants of
like tenor and terms for the appropriate number of shares.

     9. Benefits of this Warrant.

     Nothing in this Warrant  shall be construed to confer upon any person other
than the Company and Holder any legal or equitable right,  remedy or claim under
this Warrant and this Warrant shall be for the sole and exclusive benefit of the
Company and Holder.

     10. Applicable Law.

     This  Warrant is issued under and shall for all purposes be governed by and
construed in accordance  with the laws of the state of Colorado,  without giving
effect to conflict of law provisions thereof.

     11. Loss of Warrant.

     Upon receipt by the Company of evidence of the loss, theft,  destruction or
mutilation of this Warrant,  and (in the case of loss,  theft or destruction) of
indemnity or security reasonably satisfactory to the Company, and upon surrender
and  cancellation of this Warrant,  if mutilated,  the Company shall execute and
deliver a new Warrant of like tenor and date.

     12. Notice or Demands.

     Notices or demands  pursuant to this  Warrant to be given or made by Holder
to or on the Company shall be sufficiently given or made if sent by certified or
registered mail, return receipt requested, postage prepaid, and addressed, until
another  address is  designated  in writing by the  Company,  to the address set
forth in Section 2(a) above.  Notices or demands  pursuant to this Warrant to be
given or made by the Company to or on Holder

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shall be  sufficiently  given or made if sent by certified or  registered  mail,
return receipt  requested,  postage  prepaid,  and addressed,  to the address of
Holder set forth in the Company's  records,  until another address is designated
in writing by Holder.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Warrant as of the
____ day of ________, 200__.

                                        New Millennium Media International, Inc.

                                        By: _____________________________
                                            John Thatch, President & CEO

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                                    EXHIBIT A

                            EXERCISE FORM FOR WARRANT

     TO: ____________________ New Millennium Media International, Inc.

     The  undersigned  hereby  irrevocably   exercises  the  right  to  purchase
___________ of the shares of Common Stock (the "Common Stock") of New Millennium
Media International,  Inc., a Colorado corporation (the "Company"), evidenced by
the attached warrant (the "Warrant"), and herewith makes payment of the exercise
price with respect to such shares in full, all in accordance with the conditions
and provisions of said Warrant.

1. The undersigned agrees not to offer,  sell,  transfer or otherwise dispose of
any  of the  Common  Stock  obtained  on  exercise  of the  Warrant,  except  in
accordance with the provisions of Section 8(a) of the Warrant.

2. The undersigned  requests that stock  certificates  for such shares be issued
free of any restrictive legend, if appropriate,  and a warrant  representing any
unexercised portion hereof be issued, pursuant to the Warrant in the name of the
undersigned and delivered to the undersigned at the address set forth below:

Dated:

________________________________________________________________________________
                                    Signature

________________________________________________________________________________
                                   Print Name

________________________________________________________________________________
                                     Address

NOTICE

The  signature to the  foregoing  Exercise  Form must  correspond to the name as
written  upon the face of the  attached  Warrant  in every  particular,  without
alteration or enlargement or any change whatsoever.

________________________________________________________________________________

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                                    EXHIBIT B

                                   ASSIGNMENT

                    (To be executed by the registered holder
                        desiring to transfer the Warrant)

FOR  VALUE  RECEIVED,  the  undersigned  holder  of the  attached  warrant  (the
"Warrant") hereby sells,  assigns and transfers unto the person or persons below
named the  right to  purchase  ___________  shares  of the  Common  Stock of New
Millennium Media International, Inc., evidenced by the attached Warrant and does
hereby irrevocably constitute and appoint  ___________________________  attorney
to transfer  the said  Warrant on the books of the  Company,  with full power of
substitution in the premises.

Dated: _________________                   _____________________________________
                                           Signature

Fill in for new registration of Warrant:

_________________________________________
            Name

_________________________________________
            Address

_________________________________________
Please print name and address of assignee
(including zip code number)

________________________________________________________________________________

NOTICE

The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.
________________________________________________________________________________

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