EXHIBIT 4.4

Warrant  Side-Agreement by and between the Registrant and Swartz Private Equity,
LLC.



                                    AGREEMENT

     THIS AGREEMENT (the "Agreement") is entered into as of May 19, 2000, by and
among NEW MILLENNIUM MEDIA INTERNATIONAL, INC., a corporation duly organized and
existing  under the laws of the State of  Colorado  (the  "Company")  and Swartz
Private Equity, LLC (hereinafter referred to as "Swartz").

                                    RECITALS:

     WHEREAS, pursuant to the Company's offering ("Equity Line") of up to Twenty
Five Million  Dollars  ($25,000,000),  excluding any funds paid upon exercise of
the Warrants, of Common Stock of the Company pursuant to that certain Investment
Agreement (the "Investment  Agreement")  between the Company and Swartz dated on
or about May 19,  2000,  the Company has agreed to sell and Swartz has agreed to
purchase,  from time to time as provided in the Investment Agreement,  shares of
the Company's  Common Stock for a maximum  aggregate  offering  amount of Twenty
Five Million Dollars ($25,000,000); and

     WHEREAS, pursuant to the terms of the Investment Agreement, the Company has
agreed, among other things, to issue to the Subscriber  Commitment Warrants,  as
defined in the  Investment  Agreement,  to purchase a number of shares of Common
Stock, exercisable for five (5) years from their respective dates of issuance.

                                     TERMS:

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

1. Issuance of Commitment Warrants. As compensation for entering into the Equity
Line,  Swartz  received  a  warrant  convertible  into  1,000,000  shares of the
Company's  Common  Stock,  in  the  form  attached  hereto  as  Exhibit  A  (the
"Commitment Warrants").

2. Issuance of Additional Warrants. At the earlier of (i) March 15, 2001 or (ii)
the date of the first Put Notice  delivered to Swartz pursuant to the Investment
Agreement, Swartz shall receive additional warrants (the "Additional Warrants"),
to purchase a number of shares of Common Stock, if necessary,  such that the sum
of the  number of  Commitment  Warrants  and the number of  Additional  Warrants
issued to Swartz shall equal at least 4% of the number of fully  diluted  shares
of Common Stock of the Company that are then  outstanding.  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 on the date of such  Reverse  Stock  Split,  and on each one year
anniversary (each, an "Anniversary  Date") of the Reverse Stock Split thereafter
throughout  the term of the  Commitment  Warrants,  the  Company  shall issue to
Swartz additional warrants (the "Additional  Warrants"),  in the form of Exhibit
A, to purchase a number of shares of Common Stock,  if necessary,  such that the
sum of the number of Warrants and the number of  Additional  Warrants  issued to
Swartz shall equal at least 4.0% of the number of fully diluted shares of Common
Stock of the Company  that are  outstanding  immediately  following  the Reverse
Stock

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Split or  Anniversary  Date, as  applicable.  The  Additional  Warrants shall be
exerciseable at the same price as the Commitment  Warrants,  shall have the same
reset provisions as the Commitment Warrants,  shall have piggyback  registration
rights and shall have a 5-year term.

3.  Opinion of  Counsel.  Concurrently  with the  issuance  and  delivery of the
Commitment Opinion (as defined in the Investment  Agreement) to the Investor, or
on the date that is six (6) months after the date of this  Agreement,  whichever
is sooner,  the  Company  shall  deliver to the  Investor  an Opinion of Counsel
(signed by the  Company's  independent  counsel)  covering  the  issuance of the
Commitment Warrants and the Additional Warrants,  and the issuance and resale of
the Common Stock  issuable  upon  exercise of the  Warrants  and the  Additional
Warrants.

4.  Governing  Law.  This  Agreement  shall  be  governed  by and  construed  in
accordance  with the laws of the State of Georgia  applicable to agreements made
in and wholly to be performed in that  jurisdiction,  except for matters arising
under the Act or the  Securities  Exchange Act of 1934,  which  matters shall be
construed and interpreted in accordance with such laws.

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

NEW MILLENNIUM MEDIA                            SUBSCRIBER:
INTERNATIONAL, INC.                             SWARTZ PRIVATE EQUITY, LLC.

By: /s/ John Thatch                             By: /s/ Eric S. Swartz
    -----------------------------                   ----------------------------
    John Thatch, President & CEO                    Eric S. Swartz, Manager

New Millennium Media International, Inc.        1080 Holcomb Bridge Road
101 Philippe Parkway                            Bldg. 200, Suite 285
Suite 300                                       Roswell, GA 30076
Safety Harbor, FL 34695                         Telephone: (770) 640-8130
Telephone: (727) 797-6664                       Facsimile: (770) 640-7150
Facsimile: (727) 797-7770

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