EXHIBIT 4.2

Form of "Commitment  Warrant" to Swartz Private Equity,  LLC for the purchase of
1,000,000 shares common stock in connection with the offering of securities.

<PAGE>

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.

Warrant to Purchase
1,000,000 shares

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                     NEW MILLENIUM MEDIA INTERNATIONAL, INC.

     THIS  CERTIFIES that SWARTZ PRIVATE  EQUITY,  LLC or any subsequent  holder
hereof pursuant to Section 8 hereof  ("Holder"),  has the right to purchase from
NEW MILLENIUM MEDIA INTERNATIONAL, INC., a Colorado corporation (the "Company"),
up to 1,000,000  fully paid and  nonassessable  shares 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").

     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 March 6,  2000  ("Date of
Issuance").  The  term of this  Warrant  is five  (5)  years  from  the  Date of
Issuance.

     Of this Warrant to purchase one million  (1,000,000) shares of Common Stock
of the Company,  the Warrant is  exercisable  as to two hundred  fifty  thousand
(250,000)  shares of Common Stock of the Company after the ten (10) business day
document review period,  unless the same may be extended by mutual  consent,  in
writing,  of the Company and the Holder (the "Review Period")  referenced in the
Equity Line Letter of Agreement dated on or about March 6, 2000,  between Holder
and Company (the "Letter of Agreement") has ended, shall be further  exercisable
as to the an additional five hundred  thousand  (500,000) shares of Common Stock
of the Company upon the  execution of all Closing  Documents  (as defined in the
Letter of Agreement)  and shall be further  exercisable  as to the remaining two
hundred fifty thousand  (250,000) shares of Common Stock of the Company upon the
earlier of (i) the date of  effectiveness  of Company's  registration  statement
(the "Registration Statement") to be filed pursuant to the Closing Documents, or
(ii) the date that is six (6) months from date of the Letter of Agreement.

<PAGE>

     Anything in this  Warrant to the contrary  notwithstanding,  if the Company
delivers written notice to Swartz Private Equity, LLC prior to the expiration of
the Review Period that the legal documents for the transaction are  unacceptable
and the Company  wishes to terminate the  transaction,  Holder shall return this
Warrant to the Company and all of Holder's  rights under this  Warrant  shall be
null and void and of no effect.

     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 (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  Millenium  Media
International,  Inc., 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.

     (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 per share ("Exercise  Price") shall initially equal (the
"Initial  Exercise Price") the lowest Closing Bid Price for the five (5) trading
days immediately  preceding March 6, 2000, which is $0.30. If the lowest Closing
Bid  Price  of the  Company's  Common  Stock  for  the  five  (5)  trading  days
immediately  preceding  the date,  if any,  that the Company and Swartz  Private
Equity,  LLC execute  Closing  Documents  as defined in the Letter of  Agreement
dated on or about March 6, 2000, between Holder and Company (the "Closing Market
Price") is less than the Initial  Exercise  Price,  the Exercise  Price shall be
reset to equal the  Closing  Market  Price,  or, if the Date of Exercise is more
than six (6) months  after the Date of  Issuance,  the  Exercise  Price shall be
reset to equal the lesser of (i) the Exercise Price then in effect,  or (ii) the
"Lowest Reset Price,"

                                       2
<PAGE>

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  percent (100%) of the lowest Closing Bid Price of the Company's  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:  The Holder,  at its option,  may  exercise  this
Warrant in a cashless  exercise  transaction  under this  subsection (ii) if and
only  if,  on the Date of  Exercise,  there  is not  then in  effect  a  current
registration  statement  that covers the resale of the shares of Common Stock to
be  issued  upon  exercise  of this  Warrant  . In  order to  effect a  Cashless
Exercise, the Holder shall surrender 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  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 the  Nasdaq  Small  Cap  Market,  the  National  Market  System
("NMS"),  the New York Stock  Exchange,  or the O.T.C.  Bulletin Board, or if no
longer  traded on the  Nasdaq  Small Cap  Market,  the  National  Market  System
("NMS"), the New York Stock Exchange, or the O.T.C. Bulletin Board, 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.

                                       3
<PAGE>

     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.

     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. In addition to any other registration rights of
the Holder,  if the Common Stock  issuable  upon exercise of this Warrant is not
registered  for resale at the time the Company  proposes to register  (including
for this purpose a registration  effected by the Company for stockholders  other
than  the  Holders)  any of  its  Common  Stock  under  the  Act  (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 Act or
any   successor   or   similar   form   registering   stock   issuable   upon  a
reclassification,   upon  a  business  combination   involving  an  exchange  of
securities  or upon an exchange  offer for  securities  of the issuer or another
entity)(a  "Piggyback  Registration  Statement"),  the Company shall cause to be
included in such Piggyback Registration Statement ("Piggyback Registration") all
of the Common Stock  issuable  upon the  exercise of this Warrant  ("Registrable
Securities")  to the extent such  inclusion  does not  violate the  registration
rights of any other  securityholder  of the  Company  granted  prior to the date
hereof.  Nothing herein shall prevent the Company from withdrawing or abandoning
the Piggyback Registration Statement prior to its effectiveness.

     (c) 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  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  the  Piggyback  Registration
Statement,  to the extent 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,  as
determined  by the  managing  underwriter,  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.

                                       4
<PAGE>

     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.

          (i)  STOCK  SPLIT.   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  number of shares  (a "Stock  Split"),  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 in
direct  proportion  to the  increase in the number of shares of Common  Stock by
reason of such  recapitalization,  reclassification or similar transaction,  and
the Exercise Price shall be proportionally decreased.

          (ii) REVERSE  STOCK SPLIT.  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 SMALLER number of shares (a "Reverse Stock Split"), 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
proportionately  decreased  and  the  Exercise  Price  shall  be  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.

     (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,

                                       5
<PAGE>

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.

     (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.

     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 unless the Company has  received an opinion from the
Company's counsel to the effect that such  registration is not required,  or the
Holder has  furnished to the Company an opinion of the Holder's  counsel,  which
counsel shall be reasonably satisfactory to the Company, to the effect that such
registration is not required;  the transfer  complies with any applicable  state
securities  laws;  and, if no  registration  covering  the resale of the Warrant
Shares is  effective  at the time the  Warrant  Shares  are  issued,  the Holder
consents to a legend being placed on certificates for the Warrant Shares stating
that the securities

                                       6
<PAGE>

have  not  been  registered  under  the  Securities  Act and  referring  to such
restrictions on transferability and sale.

     (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 Florida,  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 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 21ST day
of March, 2000.


                             NEW MILLENIUM MEDIA INTERNATIONAL, INC.

                             By:  ________________________________
                                  John Thatch, President and CEO

                                       7
<PAGE>

                                    EXHIBIT A

                            EXERCISE FORM FOR WARRANT

                   TO: NEW MILLENIUM MEDIA INTERNATIONAL, INC.

     The  undersigned  hereby  irrevocably   exercises  the  right  to  purchase
____________ of the shares of Common Stock (the "Common Stock") of NEW MILLENIUM
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.
________________________________________________________________________________

                                       8
<PAGE>

                                    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 MILLENIUM
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.
________________________________________________________________________________