<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-7.txt
<TEXT>
                                   MILLENNIUM
                              Plastics Corporation
                              6265 S. Stevenson Way, Las Vegas, NV 89120
                              tel: 702.454.2121  *  fax: 702.454.2048
                              e-mail - Branagan@millennumpolymers.com
                              www.millenniumpolymers.com
                              OTC BB: MPCO



November 13, 2001

The Fit Group
Attn: Doug McClain
10 N. Martingale Road
Suite 400
Schumburg, IL 60173

     Re:  Stock Cancellation Agreement/Waiver and Release Agreement

Dear Mr. McClain:

I  write  to  memorialize  our  agreement (the  "Agreement")  concerning  the
cancellation  of  certain  shares  of common  stock  in  Millennium  Plastics
Corporation, a Nevada corporation ("Millennium") that were issued to The  Fit
Group  ("FIT")  in anticipation of the funding of approximately  $10  million
dollars  by  FIT, the wind-up of all arrangements between FIT and Millennium,
and the waiver and release of any and all claims against Millennium.

By  this  Agreement, FIT and Millennium agree to resolve  all  of  the  above
relationships, as follows:

1.    Cancellation of Common Stock.  Effective as of the date this letter  is
  agreed  and  accepted by FIT, FIT will surrender to Millennium,  the  stock
  certificate representing 10,000,000 shares of Millennium's common stock,  a
  medallion signature guaranteed stock power and a board resolution authorizing
  the  cancellation  of the shares.  Millennium will immediately  cancel  the
  shares  upon receipt of the above documents. FIT agrees to waive any claims
  with respect to the cancelled shares, including any and all dividend, voting
  or other intrinsic rights associated with being a stockholder of Millennium.

2.    Consideration for Share Cancellation.  The Parties mutually agree  that
  the anticipated funding by FIT has not occurred and is not expected to occur
  in  the  foreseeable  future.  Therefore, FIT has not performed  under  its
  agreement,  the  shares  have not been earned and  consequently  should  be
  returned to Millennium for cancellation.

<PAGE>

3.    Waiver  and Release.  In consideration of the foregoing, FIT agrees  to
  forever waive and release any and all claims, liens, charges, or encumbrances
  of  any kind whatsoever (collectively, the "Claims") against Millennium and
  any  of  its  directors, officers, employees, agents,  subsidiaries  and/or
  affiliates including, without limitation, any Claims related to  the  Stock
  cancelled by Millennium pursuant to  1 above or otherwise in connection with
  any agreement, arrangement or understanding, actual or alleged, between FIT
  and Millennium from now until the end of the world.  Upon reasonable request
  by Millennium, FIT will execute any acknowledgement of the foregoing waiver
  and release in form reasonably satisfactory to counsel for Millennium.

4.    Entire Agreement; Modification.  This letter agreement constitutes  the
  entire, final and complete agreement of FIT and Millennium and supersedes and
  replaces all prior or existing written and oral agreements between FIT  and
  Millennium  with  respect to the subject matter hereof,  and  may  only  be
  modified in writing by the agreement of both parties.

5.    Applicable  Law;  Dispute Resolution.  This letter agreement  shall  be
  governed by and constructed in accordance with the law of the State of Nevada
  without  regard  to the conflicts of Law provisions thereof.   Any  dispute
  arising under this Agreement shall be settled by binding arbitration before a
  single  arbitrator under the Commercial Arbitration Rules of  the  American
  Arbitration Association.  The arbitrator shall award the prevailing party its
  costs and expenses, together with reasonable attorneys' fees (including the
  allocable  share,  if any, of in-house counsel fees) and, accountants'  and
  expert witness fees, if any.  The award of the arbitrator may be entered in
  and enforced by any court of competent jurisdiction.

6.    Notice.   Each  notice, instruction or other certificates  required  or
  permitted by the terms hereof shall be in writing and shall be communicated
  by  personal delivery, fax or registered or certified mail, return  receipt
  requested,  to the parties hereto at their respective address, or  at  such
  address as any of them may designate by notice to each of the others.

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



                         (Signature Page to Follow)

<PAGE>

If  the  foregoing accurately sets forth our agreement, kindly indicate  your
acknowledgement and acceptance thereof below.

Sincerely yours,

MILLENNIUM PLASTICS CORPORATION



By: /s/
Paul Branagan, President

ACKNOWLEDGED AND ACCEPTED:

The Fit Group

By:  /s/_______________________________

Its: Chairman and CEO

DATE: 11-6-01



</TEXT>
</DOCUMENT>
