printer-friendly

Sample Business Contracts

Agreement - Millennium Plastics Corp. and Miltray Investments Ltd.

Sponsored Links

                                  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 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 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.

<PAGE>

      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

                2.1.2   Determining  and  approving  long-term  policies  and
strategies.

      3.    DEVOTION  OF  TIME.  During  the period  of  Miltray's  agreement
hereunder  the Appointees shall devote such of their business time,  interest
attention,  and effort to the faithful performance of their duties hereunder,
as may be reasonably necessary to the accomplishment and fulfillment of those
duties.

      4.    NON COMPETITION BY MILTRAY. During the agreement term and  for  a
period of two (2) years following termination of this Agreement, Miltray, its
affiliates and its Appointees shall not, directly or indirectly, whether as a
partner, employee, creditor, shareholder, or otherwise, promote, participate,
or  engage  in  any  activity  or other business  directly  competitive  with
Millennium's  business, except when expressly granted  a  written  waiver  by
Millennium.  It  is  hereby expressly acknowledged by  Millennium  that  this
Section  4  shall  not apply to Miltray's dealings with  Idroplast  S.r.l.  a
company incorporated in Italy with offices in Altopascio, Italy.

      5.    TERM OF AGREEMENT. Subject to earlier termination as provided  in
this  Agreement,  Miltray shall be engaged for a term beginning  February  1,
2003, and ending May 1, 2003.

     6.   LOCATION OF MILTRAY. Unless the Parties agree otherwise in writing,
during  the  agreement  term  Miltray and its Appointees  shall  perform  the
services  they  are  required to perform under this  Agreement  at  Miltray's
offices; provided, however, that Millennium may from time to time require the
Miltray  Appointees to travel temporarily to other locations on  Millennium's
business. Such travel expenses to be pre-approved by the Millennium board  of
directors in advance.

      7.    COMPENSATION. Millennium shall pay compensation to Miltray in the
following amounts and on the following terms:

           7.1  Payment. As consideration and inducement for Miltray to begin
consulting for Millennium, Millennium shall pay Miltray Ten Thousand  Dollars
(USD$10,000) per month for the term of this Agreement.

<PAGE>

           7.2 Method of Payment. Such payment may be made at the sole option
of  Millennium in either cash (US Dollars) or in common stock of  Millennium.
If Millennium chooses to pay such payments in common stock, such shares shall
be  registered on Form S-8. The number of shares shall be determined  by  the
following formula:

                           AO / [FMV + $0.02] = NS

where:

     "AO"      equals the amount owed to Miltray;

     "FMV"     equals the fair market value of Millennium's common stock
               determined by the 30 day average closing price of Millennium's
               common stock as quoted on the OTC:BB or other
               exchange/quotation system; and

     "NS"           equals the number of restricted shares of common stock to
               be issued to Miltray.

      8.   TERMINATION BY MILLENNIUM. Millennium may terminate this Agreement
at  any  time,  if termination is "For Cause", as hereinafter  defined.  "For
Cause"  shall mean Millennium's termination of Miltray due to an adjudication
of  Miltray's  or  its  Appointees  fraud, theft,  dishonesty  to  Millennium
regarding  Miltray's duties or material breach of this Agreement, if  Miltray
fails  to cure such breach within ten (10) days after written notice is given
by  the Board of Directors to Miltray and Miltray fails with ten (10) days of
such  notification to commence such cure and thereafter diligently  prosecute
such cure to completion. In addition, Millennium may terminate this Agreement
immediately  if  Miltray  shall fail to fulfill  its  investment  obligations
pursuant to Paragraph 1 of this Agreement.

      9.    TERMINATION  BY  MILTRAY. Miltray may  terminate  its  consulting
services hereunder by giving Millennium thirty (30) days prior written notice
of its termination.

     10.  TRADE SECRETS AND CONFIDENTIAL INFORMATION:

            10.1   Nondisclosure.  Without  the  prior  written  consent   of
Millennium,  Miltray or its Appointees shall not, at any time, either  during
or  after  the  term  of this Agreement, directly or indirectly,  divulge  or
disclose  to  any  person,  firm, association, or  corporation,  or  use  for
Miltray's  own  benefit,  gain,  or otherwise,  any  customer  lists,  plans,
products,  data,  results of tests and data, or any other  trade  secrets  or
confidential materials or like information (collectively referred to  as  the
"Confidential Information") of Millennium  and/or its Affiliates,  as  herein
below  defined, it being the intent of Millennium, with which intent  Miltray
hereby  agrees,  to restrict Miltray or its Appointees from disseminating  or
using  any  like information that is unpublished or not readily available  to
the general public.

                 10.1.1  Definition  of  Affiliate.  For  purposes  of   this
          Agreement,  the term "Affiliate" shall mean any entity, individual,

<PAGE>

          firm,  or corporation, directly or indirectly, through one or  more
          intermediaries, controlling, controlled by, or under common control
          with Millennium.

                10.1.2 Miltray's Work Product. Miltray's work product  during
          the course of his employ by Millennium shall remain the property of
          Millennium.

           10.2  Return of Property. Upon the termination of this  Agreement,
Miltray  shall  deliver to Millennium  all lists, books, records,  data,  and
other information (including all copies thereof in whatever form or media) of
every  kind  relating to or connected with Millennium  or its Affiliates  and
their  activities, business and customers, which information or material  was
initially acquired by Millennium . Miltray shall be allowed to retain any and
all   information  on  products,  lists,  books,  records,  data,  or   other
information initially produced by Miltray and provided to Millennium .

           10.3  Notice  of  Compelled Disclosure. If, at any  time,  Miltray
becomes   legally  compelled  (by  deposition,  interrogatory,  request   for
documents,  subpoena,  civil  investigative demand,  or  similar  process  or
otherwise)  to  disclose any of the Confidential Information,  Miltray  shall
provide  Millennium with prompt, prior written notice of such requirement  so
that  Millennium  may  seek  a protective order or other  appropriate  remedy
and/or  waive compliance with the terms of this Agreement. In the event  that
such protective order or other remedy is not obtained, that Millennium waives
compliance  with the provisions hereof, Miltray agrees to furnish  only  that
portion  of the Confidential Information which Miltray is advised by  written
opinion of counsel is legally required and exercise Miltray's best efforts to
obtain   assurance  that  confidential  treatment  will  be   accorded   such
Confidential  Information. In any event, Miltray shall not oppose  action  by
Millennium  to  obtain  an  appropriate protective order  or  other  reliable
assurance  that  confidential  treatment will be  accorded  the  Confidential
Information.

           10.4  Assurance  of  Compliance. Miltray agrees  to  represent  to
Millennium, in writing, at any time that Millennium so request, that  Miltray
has  complied  with the provisions of this section, or any other  section  of
this Agreement.

     11.  MISCELLANEOUS:

           11.1 Authority to Execute. The Parties herein represent that  they
have the authority to execute this Agreement.

           11.2  Severability. If any term, provision, covenant, or condition
of this Agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the rest of this Agreement shall remain in full force
and effect.

           11.3  Successors. This Agreement shall be binding on and inure  to
the   benefit   of   the   respective  successors,  assigns,   and   personal
representatives  of  the  Parties, except  to  the  extent  of  any  contrary
provision in this Agreement.

          11.4 Assignment. This Agreement may not be assigned by either party
without the written consent of the other party.

<PAGE>

           11.5  Singular,  Plural and Gender Interpretation.  Whenever  used
herein,  the singular number shall include the plural, and the plural  number
shall include the singular. Also, as used herein, the masculine, feminine  or
neuter  gender  shall  each  include  the  others  whenever  the  context  so
indicates.

           11.6  Captions.  The subject headings of the  paragraphs  of  this
Agreement are included for purposes of convenience only, and shall not effect
the construction or interpretation of any of its provisions.

          11.7 Entire Agreement. This Agreement contains the entire agreement
of  the Parties relating to the rights granted and the obligations assumed in
this  instrument and supersedes any oral or prior written agreements  between
the  Parties.  Any  oral  representations or  modifications  concerning  this
instrument  shall be of no force or effect unless contained in  a  subsequent
written modification signed by the party to be charged.

           11.8  Arbitration.  Any controversy or claim arising  out  of,  or
relating  to,  this Agreement, or the making, performance, or  interpretation
thereof,  shall  be  submitted  to a panel  of  three  (3)  arbitrators.  The
arbitration  shall  comply  with and be governed by  the  provisions  of  the
American  Arbitration Association. The panel of arbitrators shall be composed
of  two (2) members chosen by Miltray and Millennium respectively and one (1)
member  chosen by the arbitrators previously selected. The findings  of  such
arbitrators shall be conclusive and binding on the Parties hereto.  The  cost
of  arbitration shall be borne by the losing party or in such proportions  as
the arbitrator shall conclusively decide.

           11.9  No  Waiver.  No failure by either Miltray or  Millennium  to
insist  upon the strict performance by the other of any covenant,  agreement,
term  or  condition  of this Agreement or to exercise  the  right  or  remedy
consequent upon a breach thereof shall constitute a waiver of any such breach
or  of  any  such covenant, agreement, term or condition. No  waiver  of  any
breach  shall  affect or alter this Agreement, but each and  every  covenant,
condition, agreement and term of this Agreement shall continue in full  force
and effect with respect to any other then existing or subsequent breach.

           11.10      Time  of  the Essence. Time is of the essence  of  this
Agreement, and each provision hereof.

           11.11     Counterparts. The Parties may execute this Agreement  in
two  (2)  or more counterparts, which shall, in the aggregate, be  signed  by
both Parties, and each counterpart shall be deemed an original instrument  as
to each party who has signed by it.

           11.12      Attorney's Fees and Costs.  In the event that  suit  be
brought hereon, or an attorney be employed or expenses be incurred to  compel
performance  the Parties agree that the prevailing party therein be  entitled
to reasonable attorney's fees.

            11.13       Governing  Law.  The  formation,  construction,   and
performance of this Agreement shall be construed in accordance with the  laws
of Nevada.

<PAGE>

            11.14       Notice.   Any  notice,  request,  demand   or   other
communication required or permitted hereunder or required by law shall be  in
writing  and  shall be effective upon delivery of the same in person  to  the
intended  addressee,  or upon deposit of the same with an  overnight  courier
service  (such as Federal Express) for delivery to the intended addressee  at
its  address  shown herein, or upon deposit of the same in the United  States
mail,   postage  prepaid,  certified  or  registered  mail,  return   receipt
requested,  sent to the intended addressee at its address shown  herein.  The
address  of any party to this Agreement may be changed by written  notice  of
such other address given in accordance herewith and actually received by  the
other  Parties at least ten (10) days in advance of the date upon which  such
change of address shall be effective.


      IN WITNESS WHEREOF, the Parties have entered into this Agreement on the
date first above written.

Miltray Investments Ltd.


DATE: 1-24-03      By:/s/ Colin Gerstein



Millennium Plastics Corporation


DATE: 1-24-03      By:/s/ Paul Branagan
                     Paul Branagan, President

<PAGE>

            SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
                                     FOR
               THE PURCHASE OF 500,000 SHARES OF COMMON STOCK
                                     AND
       WARRANTS FOR THE PURCHASE OF 10,500,000 SHARES OF COMMON STOCK

THE  SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE STATE SECURITIES LAWS
DUE TO THE APPLICATION OF REGULATION S PROMULGATED BY THE U.S. SECURITIES AND
EXCHANGE  COMMISSION UNDER THE PROVISIONS OF THE SECURITIES ACT OF  1933,  AS
AMENDED.

FURTHER,  THE  SECURITIES BEING SUBSCRIBED TO MAY NOT BE  TRANSFERRED  EXCEPT
PURSUANT  TO  TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS  OF  THE
SECURITIES  ACT  OF  1933 OR REGULATION S, AS AMENDED, AND  APPLICABLE  STATE
SECURITIES LAWS, OR COMPLIANCE THEREWITH. FURTHER, HEDGING TRANSACTIONS  WITH
RESPECT  TO  SUCH  SECURITIES  WILL  BE  CONDUCTED  IN  COMPLIANCE  WITH  THE
SECURITIES ACT.


Board of Directors
Millennium Plastics Corporation
6265 Stevenson Way
Las Vegas, Nevada 89120

Gentlemen:

      1.    Consideration  for Purchase.  The undersigned  (the  "Purchaser")
hereby  elects  to purchase (i) Five Hundred Thousand (500,000)  shares  (the
"Shares")  of  common  stock  (the  "common stock")  of  Millennium  Plastics
Corporation,  a  Nevada (U.S.A.) corporation (the "Company")  at  a  purchase
price  of  USD$150,000,  (ii)  plus warrants  ("Warrants")  as  described  in
Exhibits  A and B attached hereto, for the purchase of 10,500,000  shares  of
common  stock.  The Purchaser hereby tenders to the Company as  consideration
for shares of common stock and Warrants the purchase price USD$150,000.

      2.    Understanding  of  the  Purchaser.  The  Purchaser  acknowledges,
understands and agrees that:

          (a)  The Transfer Agent for the Company will be given stop transfer
instructions restricting the transfer thereof for a period of one  year  (the
"Distribution  Compliance Period") (see Paragraph 7 below).  The  Shares  are
subject  to the restrictions on transfer provided in Regulation S, the  terms
and  conditions of which are incorporated herein by reference.  Further,  the
Shares will be issued in that name set forth under the signature line below.

           (b)  The Shares have not been registered under the Securities  Act
of  1933,  as  amended,  or  any  applicable  State  Law  (collectively,  the
"Securities  Act").   The  Shares  may  not  be  sold,  offered   for   sale,
transferred,  pledged,  hypothecated  or  otherwise  disposed  of  except  in
compliance  with the Act or Regulation S.  Hedging transactions with  respect
to  such Shares will be conducted in compliance with the Securities Act, such
as Rule 144 thereunder. The Company has no obligation, and does not intend to
cause  any  of  the Shares sold in this offering to be registered  under  the
Securities Act, or to comply with any exemption under the Securities Act that
would  permit a sale or sales of the Shares.  The legal consequences, of  the
foregoing,  means  that  the Purchaser must bear the  economic  risk  of  the
investment in the Shares for the aforesaid period of time.  If the  Purchaser
desires  to  sell  or  transfer all or any part  of  the  Shares  within  the
Distribution  Compliance Period, the Company may require Purchaser's  counsel
to provide a legal opinion that the transfer may be made without registration
under the Securities Act.  Other restrictions discussed elsewhere herein  may
be applicable.  Purchaser acknowledges that it is subject to the restrictions
on  transfer described herein and the Company will issue stop transfer orders
with the Company's transfer agent to enforce such restrictions.

<PAGE>

           (c)  No Federal or State (U.S.A.) agency has made any findings  or
determination  as  to the fairness of an investment in the  Company,  or  any
recommendation or endorsement of this investment.

      3.    Representations and Warranties of the Purchaser.   The  Purchaser
hereby represents and warrants to the Company as follows:

           (a)   Purchaser's commitment to investments that are  not  readily
marketable  is  not disproportionate to its net worth, and its investment  in
the Shares will not cause such overall commitment to become excessive.

          (b)  Purchaser has the financial ability to bear the economic risks
of  this  investment, has adequate means for providing for its current  needs
and personal contingencies, and has no need for liquidity in this investment.

           (c)   Purchaser  has evaluated the high risk of investing  in  the
Shares  and  has  such  knowledge and experience in  financial  and  business
matters  in general and in particular with respect to this type of investment
that it is capable of evaluating the merits and risks of an investment in the
Shares.

           (d)  Purchaser has been given the opportunity to ask questions  of
and  receive answers from the Company concerning the terms and conditions  of
this investment, and to obtain additional information necessary to verify the
accuracy of the information desired in order to evaluate this investment, and
in  evaluating the suitability of an investment in the Shares.  Purchaser has
not  relied  upon any representations or other information (whether  oral  or
written) other than that furnished by the Company or its representatives.

          (e)  Purchaser has had the opportunity to discuss with professional
legal,  tax  and financial advisers the suitability of an investment  in  the
Shares  for  its particular tax and financial situation, and all  information
that  it  has  been  provided  to the Company concerning  Purchaser  and  its
financial  position is correct and complete as of the date set  forth  below,
and  if there should be any material change in such information prior to  its
admission  as  a  shareholder of the Company, will immediately  provide  such
information to the Company.

           (f)   The  residence  set  forth below is  the  true  and  correct
residence,  and Purchaser has no present intention of becoming a resident  or
domiciliary of any other country.

           (g)  In making the decision to purchase the Shares, Purchaser  has
relied solely upon independent investigations made by it or on its behalf.

           (h)   If Purchaser is acting in this transaction as a distributor,
as  defined under Regulation S, then it will be reselling the Shares only  in
an  offshore transaction and will advise the ultimate purchaser, or any other
distributor to whom it sells the shares that they will be subject to the same
restrictions  on  resale  to which it is subject  under  said  Regulation  S.
Otherwise, as the ultimate purchaser in this offering, Purchaser is acquiring
the  Shares solely for its own personal account, for investment purpose only,
and  is  not  purchasing  with a view to, or for, the  resale,  distribution,
subdivision or fractionalization thereof.

           (i)   Purchaser is neither a member of nor is affiliated  with  or
employed by a member of the National Association of Securities Dealers, Inc.,
nor  is  employed by or affiliated with a broker-dealer registered  with  the
U.S.  Securities and Exchange Commission nor with any similar agency  of  any
State.

      The foregoing representations, warranties, agreements, undertakings and
acknowledgments  are  made by the undersigned with the intent  that  they  be
relied upon in determining its suitability as a purchaser of the Shares.   In
addition,  the  undersigned agrees to notify the Company immediately  of  any
change  in  any  representations, warranty  or  other  information.   If  the
Purchaser  is  other  than  a  natural person, the  foregoing  and  following
representations and warranties are being made by and refer to such entity and
that the individual or individuals executing this Subscription Agreement  and
Investor  Representation have due authority to bind and obligate such  entity
hereby.    If   more  than  one  person  is  signing  this  Agreement,   each
representation, warranty and undertaking herein shall be a joint and  several
representation,  warranty  and undertaking  of  each  such  person.   If  the
Purchaser is a partnership, corporation, trust or other entity, the Purchaser
further  represents and warrants that (i) there has been enclosed  with  this

<PAGE>

Agreement  appropriate evidence of the authority of the individual  executing
this Agreement to act on the behalf of the Purchaser, (ii) the entity was not
specifically  formed  to  acquire  the  Shares,  (iii)  the  entity  was  not
organized, nor resides, nor do the persons owning or controlling such  entity
reside  in,  the  United  States.  If the Purchaser  is  a  partnership,  the
Purchaser further represents that the funds to make this investment were  not
derived  from  additional  capital contributions  of  the  partners  of  such
partnerships.

     4.   Further Representations and Warranties of Purchaser to the Company.

          Purchaser further represents to the Company as follows:

           (a)   The offer leading to the sale and the sale evidenced  hereby
were  made  in an "offshore transaction," for purposes of Regulation  S.   An
"offshore transaction" as defined under Regulation S is any offer or sale  of
securities  if  the offer is not made to a person in the United  States;  and
either  (A) at the time the buy order is originated, the Purchaser is outside
the  United  States,  or  the Company and any person  acting  on  its  behalf
reasonably  believe that the Purchaser is outside the United States;  or  (B)
the transaction is executed in, on or through the facilities of a "designated
offshore securities market," and neither the Company nor any person acting on
is behalf knows that the transaction has been pre-arranged with the Purchaser
in  the  United States.  A "designated offshore securities market" is defined
under Regulation S to be the Eurobond Market, as regulated by the Association
of  International Bond Dealers; the Amsterdam Stock Exchange; the  Australian
Stock  Exchange Ltd.; the Bourse de Bruxelles; the Frankfort Stock  Exchange;
the Stock Exchange of Hong Kong Limited; The International Stock Exchange  of
the  United Kingdom and the Republic of Ireland, Ltd.; the Johannesburg Stock
Exchange;  the Bourse de Luxembourg; the Borsa Calori di Milan; the  Montreal
Stock  Exchange; the Bourse de Paris; the Stockholm Stock Exchange; the Tokyo
Stock Exchange; the Toronto Stock Exchange; the Vancouver Stock Exchange; the
Zurich  Stock Exchange.  In regards of this representation and warranty,  and
notwithstanding the above, offers and Sales of securities to persons excluded
from the definition of "U.S. person" are offshore transactions.

           A  "U.S.  person" for purposes of Regulation S is (i) any  natural
person  resident  in the United States; (ii) any partnership  or  corporation
organized  or  incorporated under the laws of the United  States;  (iii)  any
estate  of  which  any executor or administrator is a U.S. person;  (iv)  any
trust  of which any trustee is a U.S. person; (v) any agency or branch  of  a
foreign  entity  located in the United States; (vi) any non-discretionary  or
similar  account  (other than an estate or trust) held by a dealer  or  other
fiduciary  organized,  incorporated or (if an  individual)  resident  in  the
United  States;  (vii) any discretionary or similar account  (other  than  an
estate  or trust) held by a dealer or other fiduciary organized, incorporated
or  (if  an  individual)  resident  in the  United  States;  and  (viii)  any
partnership or corporation if (A) organized or incorporated under the laws of
any foreign jurisdiction; and (B) formed by a U.S. person principally for the
purpose  of investing in securities not registered under the Securities  Act,
unless  it  is organized or incorporated, and owned, by accredited  investors
who are not natural persons, estates or trusts.

           (b)   Neither  the Purchaser, nor any affiliate,  nor  any  person
acting on their behalf, has made any "directed selling efforts" in the United
States,  as  defined in Regulation S to be: any activity undertaken  for  the
purpose  of,  or  that could reasonably be expected to have  the  effect  of,
conditioning the market in the United States for any of the securities  being
purchased hereby.

           (c)   The Purchaser understands that the Company is the issuer  of
the  securities  which  are  the subject of this  Agreement,  and  that,  for
purposes of Regulation S, a "distributor" is any underwriter, dealer or other
person  who  participate,  pursuant  to a  contractual  arrangement,  in  the
distribution  of securities offered or sold in reliance on Regulation  S  and
that  an  "affiliate"  is  any partner, officer, or director  or  any  person
directly  or  indirectly controlling, controlled by or under  common  control
with the person in question.  In this regard, the Purchaser shall not, during
the  twelve  (12)  month  period, act as a distributor,  either  directly  or
through an affiliate, nor shall the Purchaser sell, transfer, hypothecate  or
otherwise  convey  the Shares or interest therein other than  to  a  non-U.S.
person  (and in such case, shall provide evidence to the satisfaction of  the
Company  and  its  Transfer Agent that such resale was made  in  a  bona-fide
offshore transaction).

<PAGE>

      5.    Representations and Warranties of the Company to  the  Purchaser.
The  Company  hereby represents and warrants to the Purchaser that  it  is  a
"reporting  issuer" for purposes of Regulation S; however, MPCO 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, MPCO'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  herein  will  be  used  to
reinstate  MPCO's  trading  on the OTC:BB and to bring  MPCO's  Exchange  Act
reports current.

     The  Company  further  represents  and  warrants  that:  (i)  it  is   a
corporation  in good standing in all jurisdictions in which it  conducts  its
business;  (ii)  has sufficient authorized stock to issue  the  shares  being
subscribed  to by the Purchaser hereunder; and (iii) upon proper payment  and
receipt  of  the  purchase price, acceptance of the Purchaser's  subscription
therefor  and  issuance  and  delivery of  the  Shares  being  subscribed  to
hereunder  to  Purchaser,  such Shares shall be deemed  fully  paid,  validly
issued,  and non-assessable.  The Company further represents and warrants  to
the  Purchaser  that  it  has the authority under its  corporate  charter  as
amended, and under applicable state and federal corporate and securities laws
to  enter into the contemplated transaction, and that the signatories  hereto
have  been  duly  authorized  in accordance with its  corporate  charter  and
bylaws, which authority has not been suspended, modified or revoked as of the
date  hereof.  Neither the Company, nor any affiliate, nor any person  acting
on  its behalf, has made any "directed selling efforts" in the United States,
as defined in Regulation S to be: any activity undertaken for the purpose of,
or  that could reasonably be expected to have the effect of, conditioning the
market in the United States for any of the securities being purchased hereby.

     6.   Indemnity by Purchaser.  The Purchaser understands and acknowledges
that  the Company, its officers, directors, attorneys and agents are  relying
upon the representations, warranties and agreements made by the Purchaser  to
and  with  the  Company  herein and, thus, hereby  agrees  to  indemnify  the
Company,  its  officers and directors, agents, attorneys, and employees,  and
agrees  to  hold  each  of them harmless against any and  all  loss,  damage,
liability or exposure, including reasonable attorney's fees, that it  or  any
of  them may suffer, sustain, or incur by reason of or in connection with any
misrepresentation or breach of warranty or agreement made  by  the  Purchaser
under  this Agreement, or in connection with the sale or distribution by  the
Purchaser  of  the  Shares in violation of the Securities Act  or  any  other
applicable law.

     7.   Distribution Compliance Period/Closing.

           (a)   As  set forth in Regulation S, the "Distribution  Compliance
Period" means a period that commences on the later of the date upon which the
securities were first offered to persons other than distributors in  reliance
upon  Regulation S or the date of closing of the offering, and in this  case,
expires One (1) year thereafter; provided, however, that all offers and sales
by a distributor of an unsold allotment or subscription shall be deemed to be
made  during the Distribution Compliance Period; provided further, that in  a
continuous  offering, the Distribution Compliance Period shall commence  upon
completion  of the distribution, as determined and certified by the  managing
underwriter or person performing similar functions.

           (b)   The  closing of this offering shall occur  on  the  date  of
execution  of this Agreement or the date of acceptance of this offer  by  the
Company,  whichever  is  later.  Notwithstanding the foregoing,  the  Company
shall  have  the right to make a determination based upon the advice  of  its
counsel  as to matter relating to the Distribution Compliance Period and  the
closing  of the offering for purposes of compliance with Regulation S  as  to
any  and all Subscriptions offered and accepted by the Company in respect  of
removal of transfer restrictions.

     8.    Registration Rights. At any time after the Company becomes current
in  its  34  Act  reporting obligations, the Purchaser may request  that  the
Company  register  the  Shares of common stock at the  sole  expense  of  the
Purchaser.  Purchaser shall notify the Company in writing that it intends  to
offer or cause to be offered for public sale all or any portion of the Shares
of  common  stock, and within thirty (30) days of the receipt of such  notice
the  Company will use its best efforts to cause all or any part of the Shares
of common stock that may be requested by the Purchaser to be registered under
the Securities Act as expeditiously as possible.

     Notwithstanding  the foregoing, the Company shall not  be  obligated  to
effect,  or to take any action to effect, any registration pursuant  to  this
Section  8:   (i) if the Company shall furnish to the Purchaser a certificate
signed  by  the  President of the Company stating  that  in  the  good  faith
judgment  of  the  Board of Directors of the Company, it would  be  seriously

<PAGE>

detrimental  to  the  Company  and  its stockholders  for  such  registration
statement  to  be  effected at such time, and that it  is  essential  to  the
Company to defer the filing, in which event the Company shall have the  right
to  defer  the filing of the registration statement for a period of not  more
than  120  days  after  receipt of the request of the  Purchaser  under  this
Section  8;  provided, however that the Company shall not utilize this  right
more  than  once  in any 12 month period; or (ii) during the period  starting
with  the  date 60 days prior to the Company's good faith estimate of  filing
of, and ending on a date 180 days after the effective date of, a registration
statement filed under the Securities Act.

     9.   Miscellaneous Provisions.

           (a)   Further Assurances.  At any time and from time to time after
the  date  of  this  Agreement,  each party  shall  execute  such  additional
instruments  and  take  such other and further action as  may  be  reasonably
requested  by  any other party to confirm or perfect title  to  any  property
transferred  hereunder or otherwise to carry out the intent  and  purpose  of
this Agreement.

           (b)   Waiver.   Any failure on the part of any party hereunder  to
comply with any of their obligations, agreements or conditions hereunder  may
be  waived in writing by the party to whom such compliance is owed;  however,
waiver  on one occasion does not operate to effectuate a waiver on any  other
occasion.

           (c)  Brokers.  Each party represents to every other party that  no
broker  or  finder has acted for it in connection with this Agreement.   Each
party  agrees  to indemnify, save, defend and hold the other  party  harmless
from and against any fee, loss or expense arising out of claims by brokers or
finder shall obtain the release of any and all claims which they may have  or
which may accrue against the non-employing parties.

           (d)  Entire Agreement.  This Agreement and all exhibits, schedules
and  written  memoranda  attached hereto or  otherwise  referred  to  herein,
constitutes  the  entire  agreement between the parties  and  supersedes  and
cancels any other agreement, representation or communication, whether oral or
written,  between  the parties hereto relating to the transactions  evidenced
hereby and the subject mater hereof.

           (e)   Headings.   The  article  and  paragraph  headings  in  this
Agreement are inserted for convenience only and shall not affect in  any  way
the meaning or interpretation of this Agreement.

           (f)   Governing  Law.  This Agreement shall  be  governed  by  and
construed and enforced in accordance with the laws of the State of Nevada.

           (g)   Counterparts.  This Agreement may be executed simultaneously
in  two or more counterparts, each of which shall be deemed an original,  but
all of which together shall constitute one and the same instrument.

          (h)  No Oral Modification.  The Agreement may be modified solely in
writing, and only after the mutual agreement of the parties affected thereby.

           (i)   Survival of Representations, Warranties and Covenants.   The
representations, warranties, covenants and agreements contained herein  shall
survive the date and execution of this Agreement.


                         [SIGNATURE PAGE TO FOLLOW]


<PAGE>


                                   Miltray Investments Ltd.
                                   Full Name of Company

1-24-03                          By:/s/
Date                                    Authorized Officer or Agent

                                   Capacity in which signing: Director
                                   ___________________________________

                                   Limited Company Incorporated in Eng
                                   Type of Entity and Country in Which
                                   Incorporated



                               ALL SUBSCRIBERS

                                   Address:


                                   Dublin, ___
                                   Republic of Ireland



       This   Subscription  Agreement  is  accepted  on  this 24th  day   of
February, 2003


                              MILLENNIUM PLASTICS CORPORATION


                              By:/s/ Paul Branagan
                                   Paul Branagan, President

<PAGE>

                                  EXHIBIT A
                                   WARRANT

NEITHER  THE  SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE  UPON
THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY  NOT  BE
OFFERED,  SOLD,  PLEDGED,  ASSIGNED, OR OTHERWISE TRANSFERRED  UNLESS  (1)  A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES  AN
OPINION  OF  COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES,  WHICH
COUNSEL  AND  OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY,  THAT  THIS
WARRANT  OR  SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED,  SOLD,  PLEDGED,
ASSIGNED,  OR  OTHERWISE  TRANSFERRED IN THE MANNER CONTEMPLATED  WITHOUT  AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE
SECURITIES LAWS.


       THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN

                       MILLENNIUM PLASTICS CORPORATION

                          Warrant for the Purchase
                                     of
             5,500,000 Shares of Common Stock, Par Value $0.001

                                                             February 3, 2003


      1.   Basic  Terms.   This  certifies  that,  for  value  received,  the
registered  owner  is entitled, subject to the terms and conditions  of  this
Warrant,  at  any time and from time to time, in whole or in part,  from  the
time  set  forth in Paragraph 3 below until the expiration date, to  purchase
shares  of  the  Common  Stock, par value $0.001  (the  "Common  Stock"),  of
Millennium  Plastics  Corporation (the "Company") from  the  Company  at  the
purchase price set forth in Paragraph 2 below, on delivery of this Warrant to
the  Company with the exercise form duly executed and payment of the purchase
price  (in cash or by certified or bank cashier's check payable to the  order
of the Company) for each share purchased.

Registered Owner: Miltray Investments Ltd.

      2.   Purchase Price.  The purchase price per share shall vary according
to  the  schedule referenced in this paragraph 2. In order to  exercise  each
warrant  as  scheduled in this paragraph, the warrants must be  exercised  in
order  of the paragraphs as set forth herein. By way of example, in order  to
exercise  the  warrants referenced in subparagraph 2.(ii),  the  warrants  in
subparagraph 2.(i) must be exercised first.

<PAGE>

(i)  One  Million (1,000,000) shares at Five Cents (USD$0.05) per share for a
       period until January 16, 2005;

(ii) One  Million (1,000,000) shares at Ten Cents (USD$0.10) per share for  a
       period until January 16, 2005:

(iii)      Five  Hundred Thousand (500,000) shares at Twenty Cents (USD$0.20)
       per share for a period until January 16, 2005;

(iv) Five  Hundred  Thousand (500,000) shares at Thirty Cents (USD$0.30)  per
       share for a period until January 16, 2005;

(v)  Five  Hundred  Thousand (500,000) shares at Forty Cents  (USD$0.40)  per
       share for a period until January 16, 2005; and

(vi) Two  Million (2,000,000) shares at Seventeen Cents (USD$0.17) per  share
       for a period until January 16, 2005.

     3.  When Exercisable.  The Warrants as referenced in paragraph 2, above,
shall  be  exercisable  in the order of the subparagraphs  as  set  forth  in
paragraph 2, at any time from and after the date of their issuance and  shall
expire  at  11:59 p.m., Las Vegas, Nevada, Time on February  2,  2005  unless
terminated  sooner  under Paragraph 13 of this Warrant.  This  Warrant  shall
expire, become void and be of no further force or effect after the expiration
date.

      4.   Company's Covenants as to Common Stock.  Shares deliverable on the
exercise  of  this  Warrant  shall,  at delivery,  be  fully  paid  and  non-
assessable,  free  from  taxes,  liens, and charges  with  respect  to  their
purchase.  The Company shall take any necessary steps to assure that the  par
value  per share of the Common Stock issuable hereunder is at all times equal
to  or  less  than the then current Warrant purchase price per share  of  the
Common  Stock  issuable pursuant to this Warrant.  The Company shall  at  all
times reserve and hold available sufficient shares of Common Stock to satisfy
all conversion and purchase rights of all outstanding convertible securities,
options, and warrants, including, without limitation, this Warrant.

     5.  Method of Exercise.  The purchase rights represented by this Warrant
are  exercisable at the option of the registered owner in whole at any  time,
or  in  part, from time to time, in the order set forth in paragraph  2,  and
within  the period above specified.  In case of the exercise of the  Warrants
for  less  than all shares purchasable, the Company shall cancel the  Warrant
and  execute and deliver a new Warrant of like tenor and date for the balance
of the shares purchasable.

     6.  Limited Rights of Owner.  This Warrant does not entitle the owner to
any  voting rights or other rights as a shareholder of the Company, or to any
other rights whatsoever except the rights herein expressed.  No dividends are
payable  or  will accrue on this Warrant or the shares purchasable  hereunder
until, and except to the extent that, this Warrant is exercised.

<PAGE>

      7.  Exchange or Other Denominations.  This Warrant is exchangeable,  on
its  surrender  by the registered owner to the Company, for new  Warrants  of
like  tenor and date representing in the aggregate the right to purchase  the
number  of  shares purchasable hereunder in denominations designated  by  the
registered owner at the time of surrender.

      8.   Transfer.   Except as otherwise above provided,  this  Warrant  is
transferable  only  on the books of the Company by the  registered  owner  in
person or by attorney, on surrender of this Warrant, properly endorsed.

      9.   Recognition  of  Registered Owner.  Prior to due  presentment  for
registration  of  transfer  of  this  Warrant,  the  Company  may  treat  the
registered  owner as the person exclusively entitled to receive  notices  and
otherwise to exercise rights hereunder.

      10.  Effect of Stock Split, etc.  If the Company, by stock split, stock
dividend, reverse split, reclassification of shares, or otherwise, changes as
a  whole  the  outstanding Common Stock into a different number or  class  of
shares, then:  (1) the number and/or class of shares as so changed shall, for
the  purposes  of  this  Warrant, replace the shares outstanding  immediately
prior  to the change; and (2) the Warrant purchase price in effect,  and  the
number  of  shares purchasable under this Warrant, immediately prior  to  the
date  upon  which  the  change becomes effective,  shall  be  proportionately
adjusted (the price to the nearest cent).  Irrespective of any adjustment  or
change  in  the  Warrant purchase price or the number of  shares  purchasable
under  this  or  any other Warrant of like tenor, the Warrants therefore  and
thereafter  issued  may continue to express the Warrant  purchase  price  per
share and the number of shares purchasable as the Warrant purchase price  per
share and the number of shares purchasable were expressed in the Warrant when
initially issued.

      11.  Effect of Merger, etc.  If the Company consolidates with or merges
into  another corporation, the registered owner shall thereafter be entitled,
upon  exercise  of this Warrant, to purchase, with respect to each  share  of
Common  Stock  purchasable hereunder immediately before the consolidation  or
merger  becomes effective, the securities or other consideration to  which  a
holder  of  one  share  of Common Stock is entitled in the  consolidation  or
merger  without any change in or payment in addition to the Warrant  purchase
price  in  effect  immediately  prior to the merger  or  consolidation.   The
Company shall take any necessary steps in connection with a consolidation  or
merger to assure that all the provisions of this Warrant shall thereafter  be
applicable,  as  nearly  as reasonably may be, to  any  securities  or  other
consideration so deliverable on exercise of this Warrant.  The Company  shall
not  consolidate  or  merge  unless, prior  to  consummation,  the  successor
corporation  (if  other  than the Company) assumes the  obligations  of  this
paragraph  by written instrument executed and mailed to the registered  owner
at  the address of the owner on the books of the Company.  A sale or lease of
all or substantially all the assets of the Company for a consideration (apart
from  the assumption of obligations) consisting primarily of securities is  a
consolidation or merger for the foregoing purposes.

      12.   Notice of Adjustment.  On the happening of an event requiring  an
adjustment of the Warrant purchase price or the shares purchasable hereunder,
the  Company  shall  forthwith give written notice to  the  registered  owner
stating the adjusted Warrant purchase price and the adjusted number and  kind

<PAGE>

of  securities  or  other property purchasable hereunder resulting  from  the
event  and  setting forth reasonable detail of the method of calculation  and
the facts upon which the calculation is based.  The Board of Directors of the
Company, acting in good faith, shall determine the calculation.

      13.   Notice  and Effect of Dissolution, etc.  In case a  voluntary  or
involuntary  dissolution, liquidation, or winding up of  the  Company  (other
than  a  connection with a consolidation or merger covered  by  Paragraph  11
above)  is  at  any time proposed, the Company shall give at least  30  days'
prior  written  notice to the registered owner.  Such notice  shall  contain:
(1)  the date on which the transaction is to take place; (2) the record  date
(which shall be at least 30 days after the giving of the notice) as of  which
holders of Common Stock will be entitled to receive distributions as a result
of  the transaction: (3) a brief description of the transaction; (4) a  brief
description of the distributions made to holders of Common Stock as a  result
of   the  transaction  and  (5)  an  estimate  of  the  fair  value  of   the
distributions.  On the date of the transaction, if it actually  occurs,  this
Warrant and all rights hereunder shall terminate.

      14.  Registration of Common Stock.  Neither this Warrant nor the shares
of Common Stock issuable upon exercise hereof, have been registered under the
Securities Act of 1933, as amended.  Until sold pursuant to the provisions of
Rule  144 or an effective registration statement, the shares of Common  Stock
issued on exercise of this Warrant shall be subject to a stop transfer  order
and  the  certificate or certificates representing the shares shall bear  the
following legend:

          THE   SECURITIES  REPRESENTED  HEREBY   HAVE   NOT   BEEN
          REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS  AMENDED
          (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS  AND
          MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
          TRANSFERRED  UNLESS  (1)  A REGISTRATION  STATEMENT  WITH
          RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND
          ANY  APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY
          RECEIVES  AN  OPINION OF COUNSEL TO  THE  HOLDER  OF  THE
          SECURITIES,  WHICH  COUNSEL AND  OPINION  ARE  REASONABLY
          SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY  BE
          OFFERED,    SOLD,   PLEDGED,   ASSIGNED,   OR   OTHERWISE
          TRANSFERRED  IN  THE  MANNER  CONTEMPLATED   WITHOUT   AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
          OR APPLICABLE STATE SECURITIES LAWS.

     By accepting  this Warrant the initial Holder hereof has confirmed  with
          the  Company that he is purchasing this Warrant for his own account
          for  investment  and not with a view to or for sale  in  connection
          with  any  distribution  thereof  except  in  conformity  with  the

<PAGE>

          provisions of the Securities Act of 1933, as amended, and the Rules
          and   Regulations  promulgated  thereunder,  and  applicable  state
          securities laws. In addition, the initial Holder hereto  agrees  to
          deliver to the Company a similar written statement with respect  to
          any  shares of Common Stock purchased upon the conversion  of  this
          Warrant  unless  such  shares have at the  time  of  issuance  been
          registered  under  the  Securities Act of  1933,  as  amended,  and
          applicable state securities laws.

     15.   Registration Rights. At any time after the Company becomes current
in  its  34 Act reporting obligations, the Holder, following the exercise  of
any  of  the  warrants  specified in Section 2 above, may  request  that  the
Company register the underlying shares of common stock at the sole expense of
the Holder.  The Holder shall notify the Company in writing upon exercise  of
any  of  the  warrants that it intends to offer or cause to  be  offered  for
public sale all or any portion of the underlying shares of common stock,  and
within  thirty (30) days of the receipt of such notice the Company  will  use
its  best efforts to cause all or any part of the shares of common stock that
may  be requested by the Holder to be registered under the Securities Act  as
expeditiously as possible.


     Notwithstanding  the foregoing, the Company shall not  be  obligated  to
effect,  or to take any action to effect, any registration pursuant  to  this
Section  15:   (i) if the Company shall furnish to the Holder  a  certificate
signed  by  the  President of the Company stating  that  in  the  good  faith
judgment  of  the  Board of Directors of the Company, it would  be  seriously
detrimental  to  the  Company  and  its stockholders  for  such  registration
statement  to  be  effected at such time, and that it  is  essential  to  the
Company to defer the filing, in which event the Company shall have the  right
to  defer  the filing of the registration statement for a period of not  more
than  120 days after receipt of the request of the Holder under this  Section
15; provided, however that the Company shall not utilize this right more than
once in any 12 month period; or (ii) during the period starting with the date
60  days prior to the Company's good faith estimate of filing of, and  ending
on  a  date  180  days after the effective date of, a registration  statement
filed under the Securities Act.

      16.   Method of Giving Notice; Extent Required.  Notices shall be given
by  first  class mail, postage prepaid, addressed to the registered owner  at
the address of the owner appearing in the records of the Company.


                         [SIGNATURE PAGE TO FOLLOW]

<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and

delivered  by  a  duly  authorized representative as  of  the  _____  day  of

________________, 2003.




Millennim Plastics Corporation
a Nevada corporation


By: _______________________________________
        (Signature & Title)

<PAGE>

                                Exercise Form

             (To be executed by the registered owner to purchase

                    Common Stock pursuant to the Warrant)



To:  Millennium Plastics Corporation
     6265 S. Stevenson Way
     Las Vegas, Nevada 89120



The undersigned hereby: (1) irrevocably subscribed for ___________ shares  of
your  Common  Stock  pursuant  to  this  Warrant,  and  encloses  payment  of
$_____________ therefor, (2) requests that a certificate for  the  shares  be
issued in the name of the undersigned and delivered to the undersigned at the
address  below;  and (3) if such number of shares is not all  of  the  shares
purchasable  hereunder, that a new Warrant of like tenor for the  balance  of
the  remaining  shares purchasable hereunder be issued in  the  name  of  the
undersigned and delivered to the undersigned at the address below.



Date: _____________________


Name:


Signature:
          (Please sign exactly as name appears on Warrant)


Address:




Tax ID No.:


<PAGE>

                               ASSIGNMENT FORM



      (To be executed by the registered owner to transfer the Warrant)


      For value received the undersigned hereby sells, assigns, and transfers
to:



Name:


Address:




this  Warrant  irrevocably appoints ________________________  attorney  (with
full  power  of substitution) to transfer this Warrant on the  books  of  the
Company.


Date:


Signature:     ________________________________
          (Please sign exactly as name appears on Warrant)


Tax ID No.:


Signature guaranteed* by:


<PAGE>


                                  EXHIBIT B
                                   WARRANT

NEITHER  THE  SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE  UPON
THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY  NOT  BE
OFFERED,  SOLD,  PLEDGED,  ASSIGNED, OR OTHERWISE TRANSFERRED  UNLESS  (1)  A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES  AN
OPINION  OF  COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES,  WHICH
COUNSEL  AND  OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY,  THAT  THIS
WARRANT  OR  SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED,  SOLD,  PLEDGED,
ASSIGNED,  OR  OTHERWISE  TRANSFERRED IN THE MANNER CONTEMPLATED  WITHOUT  AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE
SECURITIES LAWS.


       THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN

                       MILLENNIUM PLASTICS CORPORATION

                          Warrant for the Purchase
                                     of
             5,000,000 Shares of Common Stock, Par Value $0.001

                                                             February 3, 2003


      1.   Basic  Terms.   This  certifies  that,  for  value  received,  the
registered  owner  is entitled, subject to the terms and conditions  of  this
Warrant, upon thirty (30) days written notice, in whole or in part, from  the
time  set  forth in Paragraph 3 below until the expiration date, to  purchase
5,000,000 shares of the Common Stock, par value $0.001 (the "Common  Stock"),
of  Millennium Plastics Corporation (the "Company") from the Company  at  the
purchase price set forth in Paragraph 2 below, on delivery of this Warrant to
the  Company with the exercise form duly executed and payment of the purchase
price  (in cash or by certified or bank cashier's check payable to the  order
of the Company) for each share purchased.

Registered Owner: Miltray Investments Ltd.

     2.  Purchase Price.  The purchase price per share shall be $0.05.

      3.   When  Exercisable.  This Warrant shall be exercisable upon  thirty
(30)  days  written  notice (the "Notice") to the  Company,  which  shall  be
provided  on  or before 5:00 p.m. Las Vegas, Nevada time on March  15,  2003,
according to the following schedule:

<PAGE>

(i)  1,000,000 shares shall be exercised within fifteen (15) days following
     the expiration of the Notice to the Company;

(ii) 1,000,000 shares shall be exercised within sixty (60) days following the
     expiration of the Notice to the Company;

(iii)1,000,000 shares shall be exercised within seventy-five (75) days
     following the expiration of the Notice to the Company; and

(iv) the remaining 2,000,000 shares shall be exercised within one hundred
     twenty (120) days following the expiration of the Notice to the Company.

     Any  warrants that are not exercised following the Notice and  according
to the above schedule shall immediately terminate.

     If  Notice  is  not provided by 11:59 p.m., Las Vegas, Nevada,  Time  on
March  15, 2003, this Warrant shall expire, become void and be of no  further
force  or  effect after the expiration date, unless terminated  sooner  under
Paragraph 13 of this Warrant.

      4.   Company's Covenants as to Common Stock.  Shares deliverable on the
exercise  of  this  Warrant  shall,  at delivery,  be  fully  paid  and  non-
assessable,  free  from  taxes,  liens, and charges  with  respect  to  their
purchase.  The Company shall take any necessary steps to assure that the  par
value  per share of the Common Stock issuable hereunder is at all times equal
to  or  less  than the then current Warrant purchase price per share  of  the
Common  Stock  issuable pursuant to this Warrant.  The Company shall  at  all
times reserve and hold available sufficient shares of Common Stock to satisfy
all conversion and purchase rights of all outstanding convertible securities,
options, and warrants, including, without limitation, this Warrant.

     5.  Method of Exercise.  The purchase rights represented by this Warrant
are  exercisable at the option of the registered owner solely  in  accordance
with  the  provisions of Section 3 above.  In case of the  exercise  of  this
Warrant  for less than all shares purchasable, the Company shall  cancel  the
Warrant and execute and deliver a new Warrant of like tenor and date for  the
balance of the shares purchasable.

     6.  Limited Rights of Owner.  This Warrant does not entitle the owner to
any  voting rights or other rights as a shareholder of the Company, or to any
other rights whatsoever except the rights herein expressed.  No dividends are
payable  or  will accrue on this Warrant or the shares purchasable  hereunder
until, and except to the extent that, this Warrant is exercised.

      7.  Exchange or Other Denominations.  This Warrant is exchangeable,  on
its  surrender  by the registered owner to the Company, for new  Warrants  of
like  tenor and date representing in the aggregate the right to purchase  the
number  of  shares purchasable hereunder in denominations designated  by  the
registered owner at the time of surrender.

<PAGE>

      8.   Transfer.   Except as otherwise above provided,  this  Warrant  is
transferable  only  on the books of the Company by the  registered  owner  in
person or by attorney, on surrender of this Warrant, properly endorsed.

      9.   Recognition  of  Registered Owner.  Prior to due  presentment  for
registration  of  transfer  of  this  Warrant,  the  Company  may  treat  the
registered  owner as the person exclusively entitled to receive  notices  and
otherwise to exercise rights hereunder.

      10.  Effect of Stock Split, etc.  If the Company, by stock split, stock
dividend, reverse split, reclassification of shares, or otherwise, changes as
a  whole  the  outstanding Common Stock into a different number or  class  of
shares, then:  (1) the number and/or class of shares as so changed shall, for
the  purposes  of  this  Warrant, replace the shares outstanding  immediately
prior  to the change; and (2) the Warrant purchase price in effect,  and  the
number  of  shares purchasable under this Warrant, immediately prior  to  the
date  upon  which  the  change becomes effective,  shall  be  proportionately
adjusted (the price to the nearest cent).  Irrespective of any adjustment  or
change  in  the  Warrant purchase price or the number of  shares  purchasable
under  this  or  any other Warrant of like tenor, the Warrants therefore  and
thereafter  issued  may continue to express the Warrant  purchase  price  per
share and the number of shares purchasable as the Warrant purchase price  per
share and the number of share purchasable were expressed in the Warrant  when
initially issued.

      11.  Effect of Merger, etc.  If the Company consolidates with or merges
into  another corporation, the registered owner shall thereafter be entitled,
upon  exercise  of this Warrant, to purchase, with respect to each  share  of
Common  Stock  purchasable hereunder immediately before the consolidation  or
merger  becomes effective, the securities or other consideration to  which  a
holder  of  one  share  of Common Stock is entitled in the  consolidation  or
merger  without any change in or payment in addition to the Warrant  purchase
price  in  effect  immediately  prior to the merger  or  consolidation.   The
Company shall take any necessary steps in connection with a consolidation  or
merger to assure that all the provisions of this Warrant shall thereafter  be
applicable,  as  nearly  as reasonably may be, to  any  securities  or  other
consideration so deliverable on exercise of this Warrant.  The Company  shall
not  consolidate  or  merge  unless, prior  to  consummation,  the  successor
corporation  (if  other  than the Company) assumes the  obligations  of  this
paragraph  by written instrument executed and mailed to the registered  owner
at  the address of the owner on the books of the Company.  A sale or lease of
all or substantially all the assets of the Company for a consideration (apart
from  the assumption of obligations) consisting primarily of securities is  a
consolidation or merger for the foregoing purposes.

      12.   Notice of Adjustment.  On the happening of an event requiring  an
adjustment of the Warrant purchase price or the shares purchasable hereunder,
the  Company  shall  forthwith give written notice to  the  registered  owner
stating the adjusted Warrant purchase price and the adjusted number and  kind
of  securities  or  other property purchasable hereunder resulting  from  the
event  and  setting forth reasonable detail of the method of calculation  and
the facts upon which the calculation is based.  The Board of Directors of the
Company, acting in good faith, shall determine the calculation.

<PAGE>

      13.   Notice  and Effect of Dissolution, etc.  In case a  voluntary  or
involuntary  dissolution, liquidation, or winding up of  the  Company  (other
than  a  connection with a consolidation or merger covered  by  Paragraph  11
above)  is  at  any time proposed, the Company shall give at least  30  days'
prior  written  notice to the registered owner.  Such notice  shall  contain:
(1)  the date on which the transaction is to take place; (2) the record  date
(which shall be at least 30 days after the giving of the notice) as of  which
holders of Common Stock will be entitled to receive distributions as a result
of  the transaction: (3) a brief description of the transaction; (4) a  brief
description of the distributions made to holders of Common Stock as a  result
of   the  transaction  and  (5)  an  estimate  of  the  fair  value  of   the
distributions.  On the date of the transaction, if it actually  occurs,  this
Warrant and all rights hereunder shall terminate.

      14.  Registration of Common Stock.  Neither this Warrant nor the shares
of Common Stock issuable upon exercise hereof, have been registered under the
Securities Act of 1933, as amended.  Until sold pursuant to the provisions of
Rule  144 or an effective registration statement, the shares of Common  Stock
issued on exercise of this Warrant shall be subject to a stop transfer  order
and  the  certificate or certificates representing the shares shall bear  the
following legend:

          THE   SECURITIES  REPRESENTED  HEREBY   HAVE   NOT   BEEN
          REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS  AMENDED
          (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS  AND
          MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
          TRANSFERRED  UNLESS  (1)  A REGISTRATION  STATEMENT  WITH
          RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND
          ANY  APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY
          RECEIVES  AN  OPINION OF COUNSEL TO  THE  HOLDER  OF  THE
          SECURITIES,  WHICH  COUNSEL AND  OPINION  ARE  REASONABLY
          SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY  BE
          OFFERED,    SOLD,   PLEDGED,   ASSIGNED,   OR   OTHERWISE
          TRANSFERRED  IN  THE  MANNER  CONTEMPLATED   WITHOUT   AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
          OR APPLICABLE STATE SECURITIES LAWS.

     By accepting  this Warrant the initial Holder hereof has confirmed  with
          the  Company that he is purchasing this Warrant for his own account
          for  investment  and not with a view to or for sale  in  connection
          with  any  distribution  thereof  except  in  conformity  with  the
          provisions of the Securities Act of 1933, as amended, and the Rules
          and   Regulations  promulgated  thereunder,  and  applicable  state
          securities laws. In addition, the initial Holder hereto  agrees  to
          deliver to the Company a similar written statement with respect  to
          any  shares of Common Stock purchased upon the conversion  of  this
          Warrant  unless  such  shares have at the  time  of  issuance  been
          registered  under  the  Securities Act of  1933,  as  amended,  and
          applicable state securities laws.

<PAGE>

     15.   Registration Rights. At any time after the Company becomes current
in  its  34 Act reporting obligations, the Holder, following the exercise  of
any  of  the  warrants  specified in Section 2 above, may  request  that  the
Company register the underlying shares of common stock at the sole expense of
the Holder.  The Holder shall notify the Company in writing upon exercise  of
any  of  the  warrants that it intends to offer or cause to  be  offered  for
public sale all or any portion of the underlying shares of common stock,  and
within  thirty (30) days of the receipt of such notice the Company  will  use
its  best efforts to cause all or any part of the shares of common stock that
may  be requested by the Holder to be registered under the Securities Act  as
expeditiously as possible.


     Notwithstanding  the foregoing, the Company shall not  be  obligated  to
effect,  or to take any action to effect, any registration pursuant  to  this
Section  15:   (i) if the Company shall furnish to the Holder  a  certificate
signed  by  the  President of the Company stating  that  in  the  good  faith
judgment  of  the  Board of Directors of the Company, it would  be  seriously
detrimental  to  the  Company  and  its stockholders  for  such  registration
statement  to  be  effected at such time, and that it  is  essential  to  the
Company to defer the filing, in which event the Company shall have the  right
to  defer  the filing of the registration statement for a period of not  more
than  120 days after receipt of the request of the Holder under this  Section
15; provided, however that the Company shall not utilize this right more than
once in any 12 month period; or (ii) during the period starting with the date
60  days prior to the Company's good faith estimate of filing of, and  ending
on  a  date  180  days after the effective date of, a registration  statement
filed under the Securities Act.

      16.   Method of Giving Notice; Extent Required.  Notices shall be given
by  first  class mail, postage prepaid, addressed to the registered owner  at
the address of the owner appearing in the records of the Company.



                         [SIGNATURE PAGE TO FOLLOW]

<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and

delivered  by  a  duly  authorized representative as  of  the  _____  day  of

________________, 2003.




Millennim Plastics Corporation
a Nevada corporation


By: _______________________________________
        (Signature & Title)

<PAGE>

                                Exercise Form

             (To be executed by the registered owner to purchase

                    Common Stock pursuant to the Warrant)



To:  Millennium Plastics Corporation
     6265 S. Stevenson Way
     Las Vegas, Nevada 89120



The undersigned hereby: (1) irrevocably subscribed for ___________ shares  of
your  Common  Stock  pursuant  to  this  Warrant,  and  encloses  payment  of
$_____________ therefor, (2) requests that a certificate for  the  shares  be
issued in the name of the undersigned and delivered to the undersigned at the
address  below;  and (3) if such number of shares is not all  of  the  shares
purchasable  hereunder, that a new Warrant of like tenor for the  balance  of
the  remaining  shares purchasable hereunder be issued in  the  name  of  the
undersigned and delivered to the undersigned at the address below.



Date: _____________________


Name:


Signature:
          (Please sign exactly as name appears on Warrant)


Address:




Tax ID No.:

<PAGE>


                               ASSIGNMENT FORM



      (To be executed by the registered owner to transfer the Warrant)


      For value received the undersigned hereby sells, assigns, and transfers
to:



Name:


Address:




this  Warrant  irrevocably appoints ________________________  attorney  (with
full  power  of substitution) to transfer this Warrant on the  books  of  the
Company.


Date:


Signature:     ________________________________
          (Please sign exactly as name appears on Warrant)


Tax ID No.:


Signature guaranteed* by: