This agreement ("Agreement") is effective as of February 3, 2003, by and between Millennium Plastics
Corporation, ("Millennium"), and Miltray Investments Ltd., ("Miltray"); collectively the "Parties".
WHEREAS, Millennium is a US development stage company, which owns the worldwide patent rights to an
innovative polymer and coating technology invented in 1995 by Solplax Ltd. of Ireland. Solplax plastics have the
unique and very marketable characteristics of being water-soluble and biodigestible in sewage systems, landfills,
and other environments containing microorganisms. Millennium currently has no material operations.
WHEREAS, Millennium's common stock has been registered under Section 12(g) of the Securities Exchange
Act of 1934 ("Exchange Act"), however, Millennium is currently delinquent in (i) its annual report filing on Form
10- KSB for the fiscal year ended March 31, 2002, (ii) its quarterly report on Form 10-QSB for the three
months ended June 30, 2002 and (iii) its quarterly report on Form 10-QSB for the three months ended
September 30, 2002. In addition, Millennium's common stock was formerly traded on the National Association
of Securities Dealers ("NASD") Over-the-Counter Bulletin Board ("OTC:BB") under the symbol "MPCO". A
portion of the Miltray investment described below will be used to reinstate Millennium's trading on the OTC:BB
and to bring Millennium's Exchange Act reports current.
WHEREAS, Miltray has experience, skills, and knowledge in investing and consulting for companies similar to
WHEREAS, Millennium is desires assurance of the association and services of Miltray in order to retain its
experience, skills, abilities, background, and knowledge, and is therefore willing to engage its services on the
terms and conditions set forth below. Additionally, Millennium desires that Miltray make an investment in
NOW THEREFORE, in consideration of the above recitals and the mutual promises and conditions in this
Agreement, and ot