AGREEMENT

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".

Recitals

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 bio digestible 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 Millennium.

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 Millennium.

NOW THEREFORE, in consideration of the above recitals and the mutual promises and conditions in this Agreement, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. INVESTMENT BY MILTRAY. Miltray has agreed to make an investment of One Hundred Fifty Thousand dollars ($150,000), $55,000 of which has been received by Millennium prior to this Agreement, in Millennium according to the terms and conditions of the "Subscription Agreement and Investment Representation" attached to this Agreement as Exhibit 1. It is understood by and between the Parties that$100,000 of the funds represented by the Miltray investment will be utilized for payments to creditors and to reinstate Millennium's trading status on the OTC: BB.

2. CONSULTING SERVICES BY MILTRAY. As a result of the investment relationship of Miltray and Millennium, and based upon the knowledge and experience of Miltray in consulting, the Parties are desirous of entering in a consulting relationship based upon the terms and conditions as set forth in this paragraph 2.

2.1 Miltray's Duties at Millennium: Miltray shall provide an appointee to act as interim Director of Administrative Development of Millennium through Colin Gerstein. Miltray's duties in reference to Millennium shall include, but not be limited to the following:

2.1.1 Colin Gerstein will provide operational management consulting to assist, where required, in the re-establishment of Millennium's trading status on the OTC: BB. Additionally, Mr. Gerstein will be appointed to Millennium's Board of Directors; and

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