EXHIBIT 4.7

Employees  Stock Option Plan adopted by Board of Directors  resolution date June
26, 2000.

<PAGE>

                                 WRITTEN CONSENT
                          OF THE BOARD OF DIRECTORS OF
                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

     The  undersigned,  being the Board of  Directors  of NEW  MILLENNIUM  MEDIA
INTERNATIONAL,  INC., a Colorado corporation (the  "Corporation"),  hereby adopt
the following resolutions pursuant to the Colorado Business Corporation Act:

     WHEREAS, the Board of Directors of the Corporation authorized the formation
of a Compensation Committee, as permitted by the Bylaws of the Corporation; and

     WHEREAS;  the  Compensation  Committee  has submitted the 2000 Stock Option
Plan (the "Plan"),  dated June 26th, 2000 for approval by the Board of Directors
in the form attached hereto as Exhibit "A"; and

     WHEREAS,  the Board of Directors of the Company  deems it to be in the best
interests of the Corporation to adopt the 2000 Stock Option Plan, which provides
for the issuance of up 3,000,000 shares of the Common Stock of the Corporation.

     BE IT  RESOLVED  that  the  Corporation  reserve  from the  authorized  but
unissued  shares  of the  Common  Stock  of the  Corporation  a  total  of up to
3,000,000  shares of Common Stock for exercise of stock options granted pursuant
to the Plan; and

     BE IT RESOLVED, that the Board of Directors recommend that the Shareholders
of the  Corporation  adopt the form of the Plan attached  hereto as Exhibit "A";
and be it

     FURTHER  RESOLVED,  that the proper  officers of the Corporation are hereby
authorized  and  directed to do any and all such  further acts and things as, in
their  judgment,  are  necessary  or  appropriate  to carry out the purposes and
intent of the foregoing resolution.

     The undersigned hereby execute this Written Consent, deemed effective as of
June 26th, 2000.

Dated:  6/26/00
       -------------                    ------------------------------------
                                        Gerald C. Parker, Director

Dated:  6/26/00
       -------------                    ------------------------------------
                                        John Thatch, Director

Dated:  6/26/00
       -------------                    ------------------------------------
                                        Andrew M. Badolato, Director

Dated:  6/26/00
       -------------                    ------------------------------------
                                        Tony Gomes, Director

<PAGE>

                                 WRITTEN CONSENT
                      OF A MAJORITY OF THE SHAREHOLDERS OF
                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

     The  undersigned,  a majority  of the  holders,  entitled  to vote,  of the
outstanding Common Stock of NEW MILLENNIUM MEDIA INTERNATIONAL, INC., a Colorado
corporation (the "Corporation"), hereby adopt the following resolutions pursuant
to the Colorado Business Corporation Act:

     WHEREAS,  the Board of  Directors  of the Company deem it to be in the best
interests  of the  Corporation  to adopt  the form of the New  Millennium  Media
International,  Inc.  2000  Option  Plan (the  "Plan")  attached  hereto,  which
provides  for the  issuance of up  3,000,000  shares of the Common  Stock of the
Corporation; and

     WHEREAS,  the Board of Directors of the Corporation  have  recommended that
the Shareholders of the Corporation approve the Plan in the form attached hereto
as Exhibit "A".

     BE IT RESOLVED,  that the  Corporation  adopt the form of the Plan attached
hereto as Exhibit "A"; and

     BE IT  RESOLVED  that  the  Corporation  reserve  from the  authorized  but
unissued  shares  of the  Common  Stock  of the  Corporation  a  total  of up to
3,000,000  shares of Common Stock for exercise of stock options granted pursuant
to the Plan; and

     BE IT FURTHER  RESOLVED,  that the proper  officers of the  Corporation are
hereby  authorized  and  directed to do any and all such further acts and things
as, in their  judgment,  are necessary or  appropriate to carry out the purposes
and intent of the foregoing resolution.

     The undersigned hereby execute this Written Consent, deemed effective as of
June 26th, 2000.

Dated:  06/26/00                        Investment Management of America, Inc.
       -------------
                                        By
                                           ------------------------------------
                                        Gerald C. Parker, Chairman (____ shares)

                                        By
                                           ------------------------------------
                                        Andrew M. Badolato, President/CEO

Dated:  06/26/00
       -------------                    ------------------------------------
                                        John Thatch, Director and
                                        Shareholder (2.5m. shares)

<PAGE>

                                 WRITTEN CONSENT
                          OF THE BOARD OF DIRECTORS OF
                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

     The  undersigned,  being the Board of  Directors  of NEW  MILLENNIUM  MEDIA
INTERNATIONAL,  INC., a Colorado corporation (the  "Corporation"),  hereby adopt
the following resolutions pursuant to the Colorado Business Corporation Act:

     WHEREAS,  the Board of Directors of the  Corporation  deems it to be in the
best  interests  of the  Corporation  to grant to those  persons  listed  on the
attached  Exhibit "A", in the amounts and at an exercise price as listed next to
each  person's  name,  non-qualified  stock  options  ("NSO")  to  purchase  the
Corporation's Common Stock, par value $.001.

     BE IT RESOLVED,  that the  Corporation  is hereby  authorized  to grant the
foregoing options; and

     BE IT RESOLVED,  that the form of NSO Grant Form attached hereto as Exhibit
"B" be and hereby is ratified, confirmed and approved; and

     BE IT FURTHER  RESOLVED,  that the proper  officers of the  Corporation are
hereby  authorized  and  directed to do any and all such further acts and things
as, in their  judgment,  are necessary or  appropriate to carry out the purposes
and intent of the foregoing resolution.

     The undersigned hereby execute this Written Consent, deemed effective as of
June 26th, 2000.

Dated:  6/26/00
       -------------                    ------------------------------------
                                        Gerald C. Parker, Director

Dated:  6/26/00
       -------------                    ------------------------------------
                                        John Thatch, Director

Dated:  6/26/00
       -------------                    ------------------------------------
                                        Andrew M. Badolato, Director

Dated:  6/26/00
       -------------                    ------------------------------------
                                        Tony Gomes, Director

<PAGE>

Exhibit "B"                                                     [NSO GRANT FORM]

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

                                                           Date: _______________

Dear _____________:

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

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

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

     The right to acquire _________shares accrues on ___________.

     The right to acquire _________shares accrues on ___________.

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

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

<PAGE>

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

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

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

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

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

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

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

                                        Very truly yours,

                                        By: __________________________
                                            President
AGREED AND ACCEPTED:

______________________________          Date: ________________________

<PAGE>

                                 WRITTEN CONSENT
                          OF THE BOARD OF DIRECTORS OF
                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

     The  undersigned,  being the Board of  Directors  of NEW  MILLENNIUM  MEDIA
INTERNATIONAL,  INC., a Colorado corporation (the  "Corporation"),  hereby adopt
the following resolutions pursuant to the Colorado Business Corporation Act:

     WHEREAS,  the Board of Directors of the  Corporation  deems it to be in the
best  interests  of the  Corporation  to grant to those  persons  listed  on the
attached  Exhibit "A" in the amounts and at an exercise  price as listed next to
each  person's   name,   incentive   stock  options   ("ISO")  to  purchase  the
Corporation's Common Stock, par value $.001.

     BE IT RESOLVED,  that the  Corporation  is hereby  authorized  to grant the
foregoing options; and

     BE IT RESOLVED,  that the form of ISO Grant Form attached hereto as Exhibit
"B" be and hereby is ratified, confirmed and approved; and

     BE IT FURTHER  RESOLVED,  that the proper  officers of the  Corporation are
hereby  authorized  and  directed to do any and all such further acts and things
as, in their  judgment,  are necessary or  appropriate to carry out the purposes
and intent of the foregoing resolution.

     The undersigned hereby execute this Written Consent, deemed effective as of
June 26th, 2000.

Dated:  6/26/00
       -------------                    ------------------------------------
                                        Gerald C. Parker, Director

Dated:  6/26/00
       -------------                    ------------------------------------
                                        John Thatch, Director

Dated:  6/26/00
       -------------                    ------------------------------------
                                        Andrew M. Badolato, Director

Dated:  6/26/00
       -------------                    ------------------------------------
                                        Tony Gomes, Director

<PAGE>

Exhibit "B"                                                     [ISO GRANT FORM]
                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                         Suite 300, 101 Philippe Parkway
                          Safety Harbor, Florida 34695

                                                           Date: _______________

Dear _____________:

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

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

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

     The right to acquire ___________ shares accrues on ___________.

     The right to acquire ___________ shares accrues on ___________.

     The right to acquire ___________ shares accrues on ___________.

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

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

<PAGE>

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

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

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

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

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

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

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

                                        Very truly yours,

                                        By: __________________________
                                            President
AGREED AND ACCEPTED:

______________________________          Date: ________________________

<PAGE>

                    NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
                             2000 STOCK OPTION PLAN

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

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

     3 Amount  of Stock.  The  aggregate  number of shares of Stock  that may be
purchased pursuant to the exercise of Options shall be Three Million (3,000,000)
shares.  Of this amount,  the Board or the Stock Option Committee shall have the
power and authority to designate  whether any Options so issued shall be ISOs or
NSOs,  subject to the  restrictions on ISOs contained  elsewhere  herein.  If an
Option  ceases  to be  exercisable,  in whole or in part,  the  shares  of Stock
underlying such Option shall continue to be available under this Plan.  Further,
if shares of Stock are  delivered  to the  Corporation  as payment for shares of
Stock  purchased  by the  exercise of an Option  granted  under this Plan,  such
shares of Stock shall also be available  under this Plan. If there is any change
in the  number of shares of Stock  due to the  declaration  of stock  dividends,
recapitalization  resulting in stock  split-ups or  combinations or exchanges of
shares of Stock,  or  otherwise,  the  number of shares of Stock  available  for
purchase upon the exercise of Options, the shares of Stock subject to any Option
and the exercise price of any outstanding Option shall be appropriately adjusted
by the  Board or the Stock  Option  Committee.  The  Board or the  Stock  Option
Committee  shall give notice of any  adjustments to each Eligible Person granted
an Option under this Plan and such adjustments shall be effective and binding on
all   Eligible   Persons.   If  because   of  one  or  more   recapitalizations,
reorganizations  or other  corporate  events,  the holders of outstanding  Stock
receive  something  other than shares of Stock then, upon exercise of an Option,
the Eligible  Person will receive what the holder would have owned if the holder
had exercised the Option immediately before the first such

<PAGE>

corporate  event and not disposed of anything the holder received as a result of
the corporate event.

     4 Eligible Persons.

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

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

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

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

     (a) If shares of Stock shall be traded on an  exchange or  over-the-counter
market, the mean between the high and low sales prices of Stock on such exchange
or over-the-counter market on which such shares shall be traded on that date, or
if such

<PAGE>

exchange or over-the-counter  market is closed or if no shares shall have traded
on such date, on the last preceding date on which such shares shall have traded.

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

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

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

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

<PAGE>

communications  equipment  by means of which all  members  participating  in the
meeting  can hear each  other.  Participation  in a meeting in that  manner will
constitute  presence in person at the  meeting.  Any  decision or  determination
reduced to writing and signed by all members of the Stock Option  Committee will
be  effective  as if it had been made by a majority  vote of all  members of the
Stock Option Committee at a meeting that is duly called and held.

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

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

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

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

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

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

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

<PAGE>

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

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

     (h) This Plan was adopted by the  Corporation  on the 26th day of June 2000
by  virtue of its  approval  by the  Corporation's  Board of  Directors  and the
majority shareholders of the Corporation.

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

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

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

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

<PAGE>

after the optionee's death, whichever date is earlier.

     (b) If an optionee's  employment by the  Corporation or a Subsidiary  shall
terminate  because of his  disability  and such optionee has not died within the
following three months, he may exercise his Options, to the extent that he shall
have been entitled to do so at the date of the termination of his employment, at
any time, or from time to time, but not later than the expiration date specified
in Paragraph 5 hereof or one year after  termination  of  employment,  whichever
date is earlier.

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

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

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

     16 No  Guarantee  of  Employment.  Nothing  in this Plan or in any  writing
granting an Option will confer upon any Eligible Person the right to continue in
the employ of the Eligible  Person's employer or will interfere with or restrict
in any way the right of the Eligible

<PAGE>

Person's  employer to discharge such Eligible  Person at any time for any reason
whatsoever, with or without cause.

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

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

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

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

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

     21  Compliance  With Other Laws and  Regulations.  The Plan,  the grant and
exercise of Options  thereunder,  and the obligation of the  Corporation to sell
and deliver Stock under such Options, shall be subject to all applicable federal
and state laws,  rules,  and regulations and to such approvals by any government
or regulatory agency as may be

<PAGE>

required.  The  Corporation  shall  not be  required  to  issue or  deliver  any
certificates for shares of Stock prior to: (a) the listing of such shares on any
stock exchange or over-the-counter market on which the Stock may then be listed,
if applicable,  and (b) the completion of any  registration or  qualification of
such shares under any federal or state law, or any ruling or  regulation  of any
government body which the Corporation  shall, in its sole discretion,  determine
to be  necessary  or  advisable.  Moreover,  no Option may be  exercised  if its
exercise  or the  receipt  of  Stock  pursuant  thereto  would  be  contrary  to
applicable laws.

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

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

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

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

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

     Dated as of June 26th, 2000

                                        NEW MILLENNIUM MEDIA INTERNATIONAL, INC.

                                        By:
                                            ------------------------------------
                                            John Thatch, President

<PAGE>

                                                                [NSO GRANT FORM]

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

                                                           Date: _______________

Dear _____________:

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

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

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

     The right to acquire __________ shares accrues on __________.

     The right to acquire __________ shares accrues on __________.

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

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

<PAGE>

conditions described in Section 13 of the Plan.

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

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

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

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

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

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

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

                                        Very truly yours,

                                        By: __________________________
                                            President
AGREED AND ACCEPTED:

______________________________          Date: ________________________

<PAGE>

                                                                [ISO GRANT FORM]

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

                                                           Date: _______________

Dear _____________:

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

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

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

     The right to acquire __________ shares accrues on __________.

     The right to acquire __________ shares accrues on __________.

     The right to acquire __________ shares accrues on __________.

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

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

<PAGE>

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

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

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

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

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

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

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

                                        Very truly yours,

                                        By: __________________________
                                            President
AGREED AND ACCEPTED:

______________________________          Date: ________________________

<PAGE>

                                                            [NSO GRANT FORM
                                                            WITH RELOAD OPTIONS]

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

                                                           Date: _______________

Dear _____________:

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

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

     2 Rights and Privileges.

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

     The right to acquire __________ shares accrues on __________.

     The right to acquire __________ shares accrues on __________.

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

<PAGE>

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

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

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

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

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

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

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

     6. Securities Laws. The Option and the shares of Common Stock underlying

<PAGE>

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

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

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

                                        Very truly yours,

                                        By: __________________________
                                            President
AGREED AND ACCEPTED:

______________________________          Date: ________________________

<PAGE>

                                                            [ISO GRANT FORM
                                                            WITH RELOAD OPTIONS]

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

                                                           Date: _______________

Dear _____________:

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

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

     2. Rights and Privileges.

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

     The right to acquire __________ shares accrues on __________.

     The right to acquire __________ shares accrues on __________.

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

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

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

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

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

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

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

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

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

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

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

                                        Very truly yours,

                                        By: __________________________
                                            President
AGREED AND ACCEPTED:

______________________________          Date: ________________________