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<SEC-DOCUMENT>0001077048-03-000015.txt : 20030305
<SEC-HEADER>0001077048-03-000015.hdr.sgml : 20030305
<ACCEPTANCE-DATETIME>20030304185807
ACCESSION NUMBER:		0001077048-03-000015
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20020331
FILED AS OF DATE:		20030305

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MILLENNIUM PLASTICS CORP
		CENTRAL INDEX KEY:			0000008504
		STANDARD INDUSTRIAL CLASSIFICATION:	PLASTICS PRODUCTS, NEC [3089]
		IRS NUMBER:				880422242
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		10KSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-30234
		FILM NUMBER:		03592155

	BUSINESS ADDRESS:	
		STREET 1:		5631 S PECOS RD
		CITY:			LAS VEGAS
		STATE:			NV
		ZIP:			89120
		BUSINESS PHONE:		7024542121

	MAIL ADDRESS:	
		STREET 1:		525 SOUTH 300 EAST
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84111

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AURORA CORP
		DATE OF NAME CHANGE:	19990825
</SEC-HEADER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>mpco_10ksb-2002.txt
<TEXT>
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB

         [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

       [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: March 31, 2002

                      Commission File Number: 000-30234

                       MILLENNIUM PLASTICS CORPORATION
           (Exact name of registrant as specified in our charter)

Nevada                                                            88-0422242
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification No.)

6265 Stevenson Way
Las Vegas, Nevada                                                      89120
(Address of principal executive offices)                          (Zip Code)

      Registrant's telephone number including area code: (702) 454-2121

     Aurora Corporation, 525 South 300 East, Salt Lake City, Utah 84111
               (Former name and former address of Registrant)

      Securities registered pursuant to Section 12(b) of the Act: None

  Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                              $0.001 par value
                              (Title of Class)

     Indicate by check mark whether the registrant (a) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding 12 months (or for such shorter period  that  the
registrant  was required to file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.  Yes    X      No _____

     Indicate  by  check mark if disclosure of delinquent filers pursuant  to
Item  405  of  Regulation  S-B  is not contained  herein,  and  will  not  be
contained,  to  the  best of registrant's knowledge, in definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-K.  [     ]

      The  issuer's revenue for its most recent fiscal year ended  March  31,
2002.  $30,190

<PAGE>

     The  aggregate  market value of the voting and non-voting  common  stock
held  by  non-affiliates computed by reference to the average  low  and  high
price,  as of September 13, 2002 was $308,615.20 based on the share value  of
$0.01.

     The  number of shares of Common Stock, $0.001 par value, outstanding  on
July 31, 2002, was 35,485,184 shares, held by approximately 686 stockholders.

     Transitional Small Business Disclosure Format (check one):  Yes  ___  No
X

<PAGE>

                       MILLENNIUM PLASTICS CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                          FOR THE FISCAL YEAR ENDED
                               March 31, 2002

                               Index to Report
                               on Form 10-KSB


PART I                                                       Page

Item      1.   Business                                                  4-9
Item      2.   Properties                                                  9
Item      3.   Legal Proceedings                                           9
Item      4.   Submission of Matters to a Vote of Security Holders         9

PART II

Item      5.   Market for Registrant's Common Equity
               and Related Stockholder Matters                         10-12
Item      6.   Management's Discussion and Analysis of
               Financial Condition and Results of Operation            12-15
Item      7.   Financial Statements and Supplementary Data                16
Item      8.   Changes in and Disagreements With Accountants
               on Accounting and Financial Disclosure                     16

PART III

Item      9.   Directors and Executive Officers of the Registrant      16-20
Item   10.     Executive Compensation                                     20
Item   11.     Security Ownership of Certain Beneficial Owners
               and Management                                             21
Item   12.     Certain Relationships and Related Transactions          21-22

PART IV

Item   13.     Exhibits, Financial Statement Schedules and
               Reports on Form 8-K                                        22


<PAE>

     This  form 10-KSB contains forward-looking statements within the meaning
of   the  federal  securities  laws.  These  forward-looking  statements  are
necessarily based on certain assumptions and are subject to significant risks
and uncertainties. These forward-looking statements are based on management's
expectations  as of the date hereof, and the Company does not  undertake  any
responsibility to update any of these statements in the future. Actual future
performance  and results could differ from that contained in or suggested  by
these  forward-looking statements as a result of factors set  forth  in  this
Form  10-KSB (including those sections hereof incorporated by reference  from
other filings with the Securities and Exchange Commission), in particular  as
set forth in the "Management's Discussion and Analysis" under Item 6.

    In  this  form 10-KSB references to "MILLENNIUM", "MPCO", "the  Company",
"we," "us," and "our" refer to MILLENNIUM PLASTICS CORPORATION.

                                   PART I

ITEM 1. BUSINESS

(a) General Business Development

     Millennium, a Nevada corporation, (formerly Aurora Corporation), through
its  merger  with Graduated Plastics Corporation ("Graduated"), acquired  the
United  States  patent rights to polymer and coating technology  invented  in
1995  by  Solplax  Ltd. of Ireland. The plastics have the  characteristic  of
dissolving  in water and leaving only non-toxic water and atmospheric  gases.
On  September 25, 2000 Millennium acquired 100% of Solplax Limited from  SCAC
Holdings,  Inc., which provided Millennium with the worldwide rights  to  the
Solplax  technology.  Millennium is a development stage company, has  limited
revenues  to date and has raised capital for initial development through  the
issuance of its securities.

     Millennium  has  an authorized capitalization of 100,000,000  shares  of
common stock, $0.001 par value per share, and as of July 31, 2002 there  were
35,485,184 shares outstanding.

     Effective  July  30,  1999, Aurora Corporation, an  Oregon  corporation,
formed  on April 2, 1986, merged with and into Echo Services, Inc., a  Nevada
corporation, formerly Clover Crest, Inc. formed in Nevada on March 31,  1999.
Echo  Services, Inc. concurrent with the merger with Aurora, changed its name
to  Aurora  Corporation. Aurora filed its form 10SB with the  Securities  and
Exchange  Commission  on  August 30, 1999, and on  October  30,  1999  became
subject to the reporting requirements of the Securities Exchange Act of 1934.
On  October  25,  1999  Aurora Corporation changed  its  name  to  Millennium
Plastics Corporation.

     Pursuant to an Agreement and Plan of Merger dated November 23, 1999  and
effective  December  6, 1999 between Graduated (holder  of  the  U.S.  patent
rights  to  biodegradable technology) and Millennium, all of the  outstanding
shares  of  common stock of Graduated were exchanged for 6,750,000 shares  of
common  restricted stock of Millennium in a transaction in  which  Millennium
was the surviving company.

     In December 1999, Millennium amended the patent and royalty agreement it
received  from the merger with Graduated. The amended agreement  resulted  in
the  termination  of the 5% royalty fee in exchange for 8,000,000  shares  of

<PAGE>

Millennium stock and a $300,000 loan to Solplax Ltd. Solplax was a 100% owned
subsidiary  of SCAC Holdings, Inc. ("SCAC"). In September of 2000  Millennium
rescinded the patent agreement and exchanged an additional 4,000,000  (for  a
total  of  12,000,000) shares of Millennium stock to  SCAC  for  all  of  the
outstanding stock of Solplax.  The 12,000,000 shares were distributed by SCAC
to its stockholders on a pro rata basis.

     The  assets  acquired consisted of patent costs ($87,800) and  furniture
($21,300).  Solplax  had  also  recorded on  its  books,  $546,400  of  costs
associated with research and development, which was valued at zero  according
to United States accounting standards.  Liabilities assumed included payables
and debt totaling $177,149.  Millennium also paid SCAC $27,700 for repayments
of  funds used for Solplax purposes.  Millennium reduced its paid-in  capital
by  $95,749  in 2000 and $4,000 in 2001 to reflect the excess of  liabilities
assumed over assets acquired.

     In  April 2000 Millennium entered into an agreement with IPA Advisory  &
Intermediary  Services,  LLC  to provide Millennium  management  guidance  on
business  development, marketing research and strategy in order to accelerate
the growth of Millennium.  The Agreement was completed pursuant to its terms.

     The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles that contemplate the
continuance  of the Company as a going concern.  The Company's cash  position
may be inadequate to pay all of the costs associated with testing, production
and marketing of products.  Management intends to use borrowings and security
sales to mitigate the effects of its cash position, however no assurance  can
be  given  that  debt  or  equity financing, if and  when  required  will  be
available.  The financial statements do not include any adjustments  relating
to   the   recoverability   and  classification  of   recorded   assets   and
classification of liabilities that might be necessary should the  Company  be
unable to continue existence.

(b) Description of Business

     To date and subsequent to the merger with Graduated, Millennium has
focused on the development of biodegradable plastic materials.

                    Product Chemistry and Characteristics

     The  plastic product, termed Solplax, has its technological basis in  an
improved method for the manufacture of thermoplastic polyvinyl alcohol  (PVA)
in  combination with other approved food grade additives which  are  commonly
used  in  commercial  and  consumer plastic  products.  Because  all  of  the
individual  components in Solplax formulations have been  in  commercial  and
consumer products for so long, their physical properties and impacts  (actual
or  potential) on the environment have been globally researched and assessed.
These  components  have  uniformly  been found  to  be  safe,  non-toxic  and
environmentally friendly. The chemical and biological interaction of  PVA  is
therefore well understood and a wide range of reference documents dating back
to the 1940's are available for consultation.

     All  plastic products manufactured with Solplax polymers are,  and  will
be,  entirely  biodegradable when disposed of through landfill  or  into  the
wider  environment.  In  the  biodegradation  process,  the  Solplax  plastic

<PAGE>

decomposes entirely into environmentally benign substances: water (H2O),  gas
(CO2)  and  air (O2) - the molecules necessary for photosynthesis in  plants.
Articles  made  from  Solplax polymers will biodegrade  within  a  chemically
pre-set time frame (several weeks). At the time of disposal, the article need
only  to  be brought into contact with either hot or cold water depending  on
the  basic materials chosen to cause it to dissolve. In about four weeks  the
dissolved  plastic  would undergo total biodigestion to  carbon  dioxide  and
water, leaving no residues in the environment.

     Pure  PVA rapidly degrades in contact with water or moisture which would
render  it  useless for typical industrial, consumer, food and medical  uses.
Therefore, Solplax is coated with a PVA polymer having novel properties.  The
patented Solplax process bonds a special coating to one or both sides of  the
PVA  film.  This  coating  makes  the overall product  impervious  to  liquid
dissolution  for  its desired-product lifetime. Solplax base  polymers  offer
clients an attractive range of specifications which can be tailored to  their
planned  end  use or product application. Chemists can vary the "recipe"  for
polymers  using different combinations and ratios of seven basic  constituent
ingredients  to  manufacture  eight similar, but different,  polymers,  which
posses distinctive characteristics. This allows the granular polymer that  is
produced  to  be specifically tailored to the end-use product which  will  be
manufactured  from it. The characteristics which are common  to  all  of  the
Solplax polymers include:

*    Water resistance until dissolution is required;
*    Excellent barrier to most odors and non-aqueous liquids;
*    Excellent characteristics for heat-sealing applications;
*    Patented time-controlled degrading process; and
*    Non-toxic, non-carcinogenic and fully biodigestible.

               Solplax Manufacturing and Product Applications

    The  Solplax polymers can be produced on generic production machinery and
production  scaled-up efficiently and economically. The Solplax plastics  can
be  fabricated  into  articles using known, standard manufacturing  processes
(e.g.,  blow molding, injection molding, and cast extrusion) with no risk  of
thermal degradation.

    The  Solplax  family  of  biodegradable plastic polymers  have  different
physical properties and can be used to produce a variety of disposable items,
ranging  from  gossamer shrouds for clothing to firm eating  utensils.  These
also   include,  amongst  many  other  items;  diaper  liners,  slow  release
fertilizer  pellets,  dry goods containers, garbage and  compost  bags,  golf
tees, a wide variety of packaging products such as the film utilized by  many
auto  and  boat carriers to protect the vehicles in transportation, shot  gun
ammunition wadding, swizzle sticks and yokes for beverage cans.

    In  March  of  2001, the Company licensed Augusta Golf Products  Ltd.  to
market  the new line of water soluble and biodegradable golf tees  and  other
golf related products.  Under the terms of the agreement Millennium granted a
license  to  Augusta  Golf  Products,  Ltd  ("Augusta")  to  manufacture  and
distribute  golf  related  products  including  golf  tees.   The   agreement
specifies  that Augusta "shall purchase exclusively from Millennium  any  and
all  raw  materials"  utilized  in the manufacture  or  distribution  of  the
licensed  products.  The initial agreement term is for 3 years with automatic
extension unless previously terminated.

<PAGE>

    In  January  of  2001,  the  Company executed an  Agreement  with  T-Plex
Technologies,  a  Nevada  corporation  wherein  Millennium  granted   a   non
transferable license under Millennium's SolplaxT Technology for the use in T-
PlexT,  a  plastic stretch film to be utilized for protecting fully assembled
vehicles while being transported. Millennium will sell to T-Plex any and  all
raw  materials  and  its formulated SolplaxT Plastic  material  used  in  the
manufacture of T-PlexT. The term of the license is for 3 years commencing  on
the date of execution.

    Major  market sectors who are projected to have a high level of  interest
in the use of Solplax products include the retail food and beverage industry,
food  packaging  industry, and the military. In August  of  2000  Millennium,
working with LC Industries, Signature Works Division, developed biodegradable
alternative  plastic flatware to be utilized by the U.S.  Navy  to  eliminate
pollution  of the seas with current plastic materials.  As of this  date  the
Company  has  not  confirmed  any contracts  relative  to  the  food  service
industry, including the U.S. Navy.

    In  January  2001  Millennium launched the deployment of its  perforation
ball  sealers to be utilized in deep oil and gas wells. The Company  licensed
Santrol, a Division of Fairmount Minerals, in February of 2001, to market the
perforation ball sealers to the oil and gas industry.  Under the terms of the
license  agreement Santrol was provided an exclusive nontransferable  license
to  manufacture and distribute Solplax soluble perforation ball sealers.  The
initial term of the agreement is for three years and will automatically renew
unless  terminated.  The agreement specifies that Santrol shall purchase  all
raw  materials exclusively from Millennium. The Company has received  minimal
revenues to date.

                             Marketing Approach

    Plastic  products  are  essential and pervasive  in  the  functioning  of
modern societies - even in the least economically developed countries. As the
use  of  plastic products, and the resulting mountains of plastic waste  grow
inexorably, the challenge facing producers, consumers and governments  is  to
find  ways to reduce the rate of growth of the "mountains" as well as to find
safe,  practical  methods  for  disposal  of  the  plastic  waste  that  does
accumulate.   Because  Solplax  is  degraded  and  rendered   into   harmless
by-products (dispersed water and CO2) and non-toxic organic residues,  it  is
well  positioned to play a constructive and profitable role as these problems
are   faced   by  the  responsible  government  authorities,  and   concerned
manufacturers and consumers.

    As  a  result of the unique properties of the Company's plastic products,
the  Company has focused its marketing to the U.S. Navy in a test program for
the  development of a biodegradable flat ware. Additionally various forms  of
plastic  film are being produced for commercial purposes, such as  disposable
waste  bags  and  vehicle  protective coatings  used  during  transportation.
Recently the Company entered into an agreement to produce plastic perf  balls
for  the  oil  and  gas  industry. Although the  Company  has  not  generated
significant  revenues from these Agreements up to this point in time,  it  is
anticipated  that  upon  completion  of  the  development  of  the  Company's
experimental products, that the products are intended to be commercialized.

    To  assist  Millennium  in its market approach, the  Company  executed  a
consulting  agreement  with the Gingrich Group, led  by  Newt  Gingrich.  The
agreement  provided for assistance in strategic management and  planning  and
the  development of business opportunities.  The term of this  Agreement  was

<PAGE>

for  one year commencing January 15, 2001 and terminated on its own terms  in
January 2002.

    As  a  result  of  an increase in product costs related  to  the  use  of
Millennium's  technology,  businesses have yet to demonstrate  a  demand  for
Millennium's technology.  Until such time as there is additional  substantial
awareness for this biodegradable plastic material we do not believe  we  will
achieve  significant revenues.  Management believes that, in the  foreseeable
future,  cash  generated from operations will be inadequate to  support  full
marketing roll out and ongoing product development, and that we will thus  be
forced  to  rely on additional debt and/or equity financing.   Management  is
reasonably confident that it can identify sources and obtain adequate amounts
of  such  financing.  We intend to enter into a cooperative arrangement  with
distributors, whereby we will receive marketing and sales benefits  from  the
professional staff of such distributors. To date, we have not established any
such  arrangements.   In the event we are unsuccessful in  generating  equity
capital, then the Company will be unable to continue with product development
and/or  marketing.  The lack of equity capital may in turn cause the  Company
to become insolvent.

                                 Competition

      The  Company  competes with numerous other plastic suppliers.  Many  of
these competitors have substantially greater resources than the Company.  The
Company  has been successful in finding a niche in the market based upon  the
biodegradable  nature  of its product. Should a larger  and  better  financed
company decide to directly compete with the Company, and be successful in its
competitive efforts, the Company's business could be adversely affected.

                           Trademarks and Patents

      Millennium's United States Patent No. 5,948,848 was acquired under  the
terms  of  a  merger with Graduated on December 6, 1999. Graduated  Plastics,
Inc.  had acquired the US Patent under the terms and conditions of a  "Patent
Assignment  and Royalty Agreement" entered into on September  30,  1999  with
Solplax Limited. The Patent relates to a biodegradable plastics material  and
to  a  method  for its manufacture. In particular, the patent  relates  to  a
biodegradable         plastics         material         comprising          a
polyvinylacetate/polyvinylalcohol copolymer.

     On September 25, 2000 Millennium acquired 100% of the shares of Solplax,
owning   international  patent  rights  for  biodegradable   plastics.   Upon
completion  of the transaction with Solplax, Millennium obtained  control  of
the international rights of Solplax for biodegradable plastics.

     In  addition  to the patented technology, all testing by  Millennium  or
others  permitted  to utilize Millennium's technology is  subject  to  strict
privacy and confidentiality controls.

                          Research and Development

     Research and development has been completed by Solplax Ltd. prior to the
acquisition by Graduated and the subsequent acquisition by Millennium. It  is
anticipated  that  additional significant research and  development  will  be
required to determine the applicability of Millennium's biodegradable plastic
material to specific uses.

<PAGE>

                                  Employees

     Millennium has no employees other than its officers and directors.  None
of  the  directors  or  officers work full time for the  company  but  devote
whatever time is necessary for them to assist the Company in its development.
Millennium  does not expect a significant change in the number  of  employees
over the next 12 months.

ITEM 2.   PROPERTIES

     Millennium  Plastics maintains its administrative  offices  at  6265  S.
Stevenson  Way, Las Vegas, Nevada 89120.  Millennium has offices,  laboratory
and warehousing at that location, currently using about 4,500 square feet  of
space  for  $4,015  a  month.   Millennium has  an  option  to  lease  up  to
approximately  12,000 square feet.  Branagan & Associates  is  the  landlord.
The  lease  is  for  a  term of 3 years commencing  January  1,  2001.   Paul
Branagan,   President  of  Millennium,  is  also  President  of  Branagan   &
Associates.

ITEM 3.   LEGAL PROCEEDINGS

     We  are  not  presently a party to any material litigation, nor  to  the
knowledge  of  management is any litigation threatened against us  which  may
materially affect us.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Millennium  held  its annual meeting of shareholders  on  September  24,
2001.  Business conducted at the meeting included the following proposals:

(1)  To amend the Articles of Incorporation to increase the authorized common
     shares from 50,000,000 shares to 100,000,000 shares;
(2)  To elect 5 directors to serve until the next annual meeting or until
their successors are elected and qualified;
(3)  To put a Rights Offering in effect without further shareholder approval;
(4)  To confirm the reaffirmation of Weaver & Martin as independent auditors
for the Company;

     Each  share of Common Stock was entitled to one vote.  Only shareholders
of record at the close of business on August 15, 2001, were entitled to vote.
The  outstanding  number  of  shares at that  time  was  41,527,884  held  by
approximately  251  shareholders.  The required quorum  of  Shareholders  was
present at this meeting.

     With  respect  to  the  first matter, the stockholders  present  at  the
meeting and in attendance by proxy voted unanimously to amend the Articles of
Incorporation to increase the authorized common shares from 50,000,000 shares
to 100,000,000 shares.

     With  respect  to  the second matter, the stockholders  present  at  the
meeting  and  in  attendance by proxy voted unanimously  to  elect  Branagan,
Giltsoff, Grieco, Carnegie and Arnold to the Board of Directors.

<PAGE>

     With  respect  to  the  third matter, the stockholders  present  at  the
meeting and in attendance by proxy voted unanimously to put a Rights Offering
into effect without further Shareholder approval.

     With  respect  to  the fourth matter, the stockholders  present  at  the
meeting  and  in  attendance by proxy voted unanimously the reaffirmation  of
Weaver & Martin as independent auditors for the Company.

                                   PART II

ITEM 5.   MARKET  FOR  REGISTRANT'S  COMMON EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS
(a) Market Information

     Our  Common  Stock was traded in the over-the-counter securities  market
through  the  National Association of Securities Dealers Automated  Quotation
Bulletin  Board  System, under the symbol "MPCO".  The following  table  sets
forth  the quarterly low and high prices for our Common Stock as reported  by
the National Quotations Bureau for the last two fiscal years.  The quotations
reflect  inter-dealer prices, without retail mark-up, markdown or commission,
and may not necessarily represent actual transactions.
<TABLE>

                                   2002              2001
                               Low      High      Low    High
<S>                          <C>       <C>      <C>     <C>
       1st Quarter            $0.22     $0.34    $1.46   $2.73
       2nd Quarter            $0.12     $0.21    $0.94   $1.52
       3rd Quarter            $0.11     $0.21    $0.63   $1.10
       4th Quarter            $0.09     $0.12    $0.41   $0.84
</TABLE>

Note:  The  Company was delisted from trading on the OTC on August 21,  2002,
and  its  common stock is now sporadically traded in the inter-dealer market.
The  Company  anticipates being re-listed on the OTC  as  soon  as  practical
following bringing its 34 Act reports current.

(b) Holders of Common Stock

     As of March 31, 2002, we had approximately 600 stockholders of record of
the  35,285,150 shares outstanding. The closing bid stock price on March  31,
2002  was $0.28.  As of July 31, 2002, there were 686 stockholders of  record
of the 35,485,184 shares outstanding.

(c) Dividends

     We have never declared or paid dividends on our Common Stock.  We intend
to  follow  a policy of retaining earnings, if any, to finance the growth  of
the  business  and  do  not  anticipate paying  any  cash  dividends  in  the
foreseeable future.  The declaration and payment of future dividends  on  the
Common  Stock will be the sole discretion of the Board of Directors and  will
depend  on  our  profitability and financial condition, capital requirements,
statutory  and  contractual restrictions, future prospects and other  factors
deemed relevant.

<PAGE>

Recent Sales of Unregistered Securities

     The  Company entered into an agreement dated June 21, 2001 with The  Fit
Group  whereby the company was to receive temporary financing of $750,000  in
exchange  for the lender holding as collateral 10,000,000 restricted  company
shares.  The agreement called for long term financing of $10,000,000  in  the
form  of a convertible debenture. Due to the nonperformance of The Fit Group,
the  parties  executed a Stock Cancellation Agreement and Waiver and  Release
Agreement on November 13, 2001.  The Fit Group surrendered to the Company the
stock  certificate  representing 10,000,000  shares  of  Millennium's  common
stock.   Upon  receipt  of the stock certificate the  Company  cancelled  the
shares  and  The  Fit Group agreed to waive any claims with  respect  to  the
cancelled shares.

     The  Board  of  Directors  on  November  20,  2001  approved  the  stock
subscription  agreement whereby Kassell Partnership of  Athens  Greece  would
purchase  25,000,000 shares of the Company's restricted stock for  $2,000,000
in  cash.   As of March 31, 2002 the funds were not available to the  Company
and  the  issued  stock  was  held by the Company.   Included  in  equity  is
subscription  receivable totaling $25,000 representing the par value  of  the
issued stock

     On  December  20, 2001 the Company issued 144,000 shares  of  restricted
common stock which had been sold to 3GC during November and December, 2000 at
a price of $1.25 per share. The shares were issued without registration under
the  Securities Act of 1933, as amended, in reliance upon the exemption  from
registration  afforded  be section 4(2) and 3(b) of the  Securities  Act  and
Regulation D promulgated thereunder.

     On  December  20,  2001 the Company issued 75,000 shares  of  restricted
common  stock to two Directors and 250,000 shares of restricted common  stock
to  the  President  of  the  Company  for  services  rendered.  The  assigned
aggregated value for the services was $56,000. The shares were issued without
registration  under the Securities Act of 1933, as amended, in reliance  upon
the  exemption  from registration afforded by section 4(2) and  3(b)  of  the
Securities Act and Regulation D promulgated thereunder.

     On  December  20, 2001 the Company issued 250,000 shares  of  restricted
common stock to a consultant of the Company for services related to marketing
and  as a technical representative of the Company. The assigned value for the
services  was $35,000. The shares were issued without registration under  the
Securities  Act  of  1933, as amended, in reliance upon  the  exemption  from
registration  afforded  by section 4(2) and 3(b) of the  Securities  Act  and
Regulation D promulgated thereunder.

     On  December 20, 2001 the Company issued 1,253,266 shares of  restricted
common  stock  to  a Director in exchange for cash totaling $41,813  and  for
services  rendered for the eight months beginning on October  1,  2001.   The
value  assigned to the services was $158,710. The shares were issued  without
registration  under the Securities Act of 1933, as amended, in reliance  upon
the  exemption  from registration afforded by section 4(2) and  3(b)  of  the
Securities Act and Regulation D promulgated thereunder.

<PAGE>

     On  January  of  2002, the Company issued 500,000 shares  of  restricted
common  stock  at  a  value  of  $50,000.  The  shares  were  issued  without
registration  under the Securities Act of 1933, as amended, in reliance  upon
the  exemption  from registration afforded by section 4(2) and  3(b)  of  the
Securities  Act  and Regulation D promulgated thereunder, in addition  to  an
exemption available under Regulation S.

Options

      The Company issued 60,000 options in fiscal 2001 and 180,000 options in
2002  to  a  consultant.  The option period is for 2 years and  the  exercise
price  is  $.85 per share.  The options were earned at a rate of  20,000  per
month and begin expiring January 15, 2003 at a rate of 20,000 per month.  The
value of the options was calculated at zero in fiscal 2002 based on the Black-
Scholes pricing model.

      On  January 2, 2002 the Company granted 250,000 options with and option
price  of  $0.10  per share for a term of five years for  legal  fees.   This
options were issued without registration under the Securities Act of 1933, as
amended, in reliance upon the exemption from registration afforded by section
4(2) and 3(b) of the Securities Act and Regulation D promulgated thereunder.

     The  Company  issued  250,000 options to an Officer.   The  options  are
exercisable  at $.50 per share and have a five year period from the  date  of
issue (April 6, 2001).

Subsequent Events

     On  February  3,  2003  Millennium executed an  agreement  with  Miltray
Investments  Ltd ("Miltray").  Pursuant to the agreement Miltray  shall  make
ongoing  investments in Millennium and assist Millennium  with  managing  its
business operation.

     Pursuant  to the agreement Miltray, agreed for the payment of  $150,000,
has  the  right  to  purchase (i) Five Hundred Thousand (500,000)  shares  of
restricted  common  stock  of  Millennium  Plastics  Corporation,  (ii)  plus
warrants  for  the  purchase of 10,500,000 shares of common  stock  described
below:

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

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

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

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

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

<PAGE>

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

(vii)One  Million (1,000,000) shares at Five Cents ($.05) shall  be
     exercised within fifteen (15) days following the expiration of the
     Notice tothe Company;

(viii)One  Million (1,000,000) shares at Five Cents ($.05) shall  be
      exercised within sixty (60) days following the expiration of
      the Notice to the Company;

(ix) One Million (1,000,000) shares at Five Cents ($.05) shall be exercised
     within seventy-five (75) days following the expiration of the Notice
     to the Company; and

(x) the remaining Two Million (2,000,000) shares at Five Cents ($0.05) shall
    be exercised within one hundred twenty (120) days following the
    expiration of the Notice to the Company.

     Additionally  the  agreement  provided for  Mr.  Colin  Gerstein  to  be
appointed  to  the board of directors and act as a Management  Consultant  to
Millennium on behalf of Miltray for a period of three months and that Miltray
is  to  be  paid a consultant fee of $10,000 per month for the initial  three
months.   Thereafter, the parties agreed to negotiate an  amount  by  further
agreement.

     As  of February 25, 2003 Millennium has received $55,000 of the $150,000
due under the terms of the agreement.

     On  December 19, 2002 the board of directors accepted the resignation of
Jocelyn Carnegie as a Director.

Options granted subsequent to year-end

     The  Board  of  Directors approved the 2002-2003 stock  option  plan  on
August  1,  2003.  The total number of options that can be granted under  the
plan  will not exceed 2,000,000 shares.  Non-qualified stock options will  be
granted by the Board of Directors with an option price not less than  85%  of
the  fair  market  value  of the shares of common stock  to  which  the  non-
qualified  stock option relates on the date of grant.  In no  event  may  the
option  price  with  respect to an incentive stock option granted  under  the
stock  option  plan be less than the fair market value of such common  stock.
However  the price shall not be less than 110% of the fair market  value  per
share on the date of the grant in the case of an individual then owning  more
than  10% of the total combined voting power of all classes of stock  of  the
corporation.

     Each  option granted under the stock option plan will be assigned a time
period  for  exercising not to exceed ten years after the date of the  grant.
Certain other restrictions will apply in connection with this plan when  some
awards may be exercised.

     In  the  event  of a change of control (as defined in the  stock  option
plan), the date on which all options outstanding under the stock option  plan
may first be exercised will be accelerated.  Generally, all options terminate
90 days after a change of control.

<PAGE>

     The Company issued 500,000 options to purchase Company shares at a price
of  $.02  per share for a three-year period starting August 2, 2002  to  Paul
Branagan,  President and Chairman of the Company.  The fair market  value  of
the options at the date of issue was zero.

     The Company issued 500,000 options to purchase Company shares at a price
of  $.02 per share for a three-year period starting October 1, 2002 to a Paul
Branagan.  The fair market value of the option at the date of issue was zero.

     The Company issued 250,000 options to purchase Company shares at a price
of  $.02  per share for a three-year period starting October 1, 2002 to  3GC,
Ltd.,  a  company  owned  by  a  shareholder,  for  assistance  in  obtaining
financing.   The  fair market value of the option at the date  of  issue  was
zero.

     The  Company issued 50,000 options to purchase Company shares at a price
of  $.02  per  share for a three-year period starting October 1,  2002  to  a
consultant.   The fair market value of the option at the date  of  issue  was
zero.

     The Company issued 200,000 options to purchase Company shares at a price
of  $.02 per share for a three-year period starting October 1, 2002 to  Bayan
Giltsoff,  a  Director of the Company for assistance in obtaining  financing.
The fair market value of the option at the date of issue was zero.

     The  Company  issued  25,000 options to each  member  of  the  Board  of
Directors,  for  a total of 125,000 options issued, at a price  of  $.03  per
share  for  a  three-year period starting January 3, 2003.  The  fair  market
value of the option at the date of issue was zero.

ITEM 6.   MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

      With  the exception of historical matters, the matters discussed herein
are forward-looking statements that involve risks and uncertainties. Forward-
looking  statements  include, but are not limited to,  statements  concerning
anticipated  trends in revenues and net income, the date of  introduction  or
completion  of our products, projections concerning operations and  available
cash  flow.  Our  actual  results could differ materially  from  the  results
discussed in such forward-looking statements. The following discussion of our
financial  condition and results of operations should be read in  conjunction
with  our  financial  statements  and the  related  notes  thereto  appearing
elsewhere herein.

Overview

     Millennium, a Nevada corporation, (formerly Aurora Corporation), through
its  merger  with Graduated Plastics Corporation ("Graduated"), acquired  the
United  States  patent rights to polymer and coating technology  invented  in
1995  by  Solplax  Ltd. of Ireland. The plastics have the  characteristic  of
dissolving  in water and leaving only non-toxic water and atmospheric  gases.
On  September 25, 2000 Millennium acquired 100% of Solplax Limited from  SCAC
Holdings,  Inc., which provided Millennium with the worldwide rights  to  the
Solplax  technology.  Millennium is a development stage company, has  limited
revenues  to date and has raised capital for initial development through  the
issuance of its securities.

<PAGE>

     Investors  should be particularly aware of the inherent risks associated
with  the  Company's  planned business. These risks include  the  development
stage status of the Company and lack of a proven market for its biodegradable
plastics,  lack  of  equity funding, and its size compared  to  the  size  of
competitors.  Although  the company intends to implement  its  business  plan
through  the  foreseeable future and will do its best to mitigate  the  risks
associated  with  its  business plan, there can be  no  assurance  that  such
efforts will be successful. The company has no liquidation plans should it be
unable  to  receive funding. Should the company be unable  to  implement  its
business plan, it would investigate all options available to retain value for
stockholders. Among the options that would be considered are:

*    acquisition of another product or technology or,
*    a merger or acquisition of another business entity.

    In  the  event funding is unavailable during the next twelve months,  the
company  will  be  forced to rely on existing cash in the  bank.  In  such  a
restricted  cash flow scenario, the Company would be unable to  complete  its
business plan steps, and would, instead, delay all cash intensive activities.
Without  necessary cash flow, the Company may be dormant until such  time  as
necessary funds could be raised in the equity securities market or  a  merger
or acquisition candidate can be located.

Results of Operations

Year Ended March 31, 2002 and March 31, 2001

      Revenues. Revenues in the year ended March 31, 2002 were $30,190.  Cost
of  sales  were  $22,691, providing a gross profit  of  $7,499.  This  was  a
decrease of $5,475 over the prior year.

     Research  and  Development. Product development expenses  for  the  year
ended  March  31, 2002 were $396,120, a decrease of $87,933 or  18%  decrease
over  the  $484,053 of development expenses incurred in the year ended  March
31,   2001.  These  expenses  included  certain  office,  travel,  legal  and
accounting  expenses relating to the development of our initial products  and
services.

     General and Administrative. General and administrative expenses for  the
year  ended  March 31, 2002 were $221,918, a decrease of $115,617  or  a  34%
decrease over the $337,535 of general and administrative expenses incurred in
the  year  ended March 31, 2001.  This decrease was a result of the Company's
lack of operations.

     Professional  Fees. Professional fee expenses for the year  ended  March
31, 2002 were $858,152, an increase of $472,274 over the prior year.

      Loss  from  Operations.  As  a result of the  increases,  primarily  in
research and development and professional fees, loss from operations for  the
period  ended  March 31, 2002 were $1,468,691, an increase  of  $274,199,  an
approximate 23% increase over the loss from operations of $1,194,492 for  the
year ended March 31, 2001.

<PAGE>

Liquidity and Capital Resources

     A  critical  component  of  our operating plan impacting  our  continued
existence  is  the  ability to obtain additional capital  through  additional
equity and/or debt financing. We do not anticipate generating enough positive
internal  operating cash flow until such time as we can generate  substantial
additional  revenues from either license fees from our biodegradable  plastic
product and/or direct sales of our products, either or both of which may take
the  next  few  years  to fully realize. In the event we  cannot  obtain  the
necessary  capital  to pursue our strategic plan, we may  have  to  cease  or
significantly  curtail  our  operations. This  would  materially  impact  our
ability to continue operations.

     Our near term cash requirements are anticipated to be offset through the
receipt  of funds from private placement offerings and loans obtained through
private  sources.   Since inception, we have financed cash flow  requirements
through debt financing and issuance of common stock for cash and services. As
we  expand operational activities, we may continue to experience net negative
cash  flows from operations, pending receipt of sales revenues, and  will  be
required  to  obtain additional financing to fund operations  through  common
stock  offerings  and  bank  borrowings to the extent  necessary  to  provide
working capital.

     Over  the next twelve months, we intend to develop revenues by licensing
our  technology  and  developing  additional  products  for  specific  target
markets.  However, if adequately financed we will continue the  research  and
development  of  products,  increase the  number  of  employees,  and  expand
facilities  where  necessary  to  meet  product  development  and  completion
deadlines.  We  believe  that  existing capital and  anticipated  funds  from
operations will not be sufficient to sustain operations and planned expansion
in  the  next  twelve  months. Consequently, we  will  be  required  to  seek
additional  capital  in  the  future to fund  growth  and  expansion  through
additional equity or debt financing or credit facilities. No assurance can be
made  that  such financing would be available, and if available it  may  take
either the form of debt or equity. In either case, the financing could have a
negative impact on our financial condition and our Stockholders.

     We  anticipate incurring operating losses in the next twelve months. Our
lack  of  operating  history makes predictions of  future  operating  results
difficult  to  ascertain. Our prospects must be considered in  light  of  the
risks, expenses and difficulties frequently encountered by companies in their
early  stage  of  development,  particularly companies  in  new  and  rapidly
evolving  markets such as technology related companies. Such  risks  include,
but  are not limited to, an evolving and unpredictable business model and the
management  of  growth. To address these risks we must, among  other  things,
obtain  a customer base, implement and successfully execute our business  and
marketing  strategy, continue to develop and upgrade technology and products,
provide  superior  customer  services  and  order  fulfillment,  respond   to
competitive   developments,  and  attract,  retain  and  motivate   qualified
personnel. There can be no assurance that we will be successful in addressing
such  risks, and the failure to do so can have a material adverse  effect  on
our business prospects, financial condition and results of operations.

Going Concern

     The  consolidated financial statements included in this filing have been
prepared  in  conformity with generally accepted accounting  principles  that
contemplate the continuance of the Company as a going concern.  The Company's

<PAGE>

cash  position  may  be  inadequate to pay all of the costs  associated  with
testing,  production and marketing of products.  Management  intends  to  use
borrowings  and security sales to mitigate the effects of its cash  position,
however no assurance can be given that debt or equity financing, if and  when
required  will  be available.  The financial statements do  not  include  any
adjustments  relating  to the recoverability and classification  of  recorded
assets  and classification of liabilities that might be necessary should  the
Company be unable to continue existence.

ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See  Index  to  Financial Statements and Financial  Statement  Schedules
appearing on page F-1 through F-13 of this Form 10-KSB.

ITEM 8.   CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  AND
          FINANCIAL DISCLOSURE

      Millennium  has had no disagreements with its independent  auditors  on
accounting or financial disclosures.

                                  PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH
          SECTION 16(a) OF THE EXCHANGE ACT.

      The following table sets forth the names and positions with the Company
of  the  executive officers and directors of the Company. Directors  will  be
elected  at  the Company's annual meeting of stockholders and serve  for  one
year  or until their successors are elected and qualify. Officers are elected
by  the Board and their terms of office are, except to the extent governed by
employment contract, at the discretion of the Board.

       NAME             AGE                      POSITION
       Paul T.          59     President, Secretary/Treasurer and Director
       Branagan
       Jocelyn          35     Director
       Carnegie (1)
       James L.         67     Vice President of Operations and Director
       Arnold
       Donato Grieco    65     Director
       Bayan            58     Director
       Giltsoff
(1)  On  December 19, 2002 the board of directors accepted the resignation  of
     Jocelyn Carnegie as a Director

Duties, Responsibilities and Experience

     Paul  T. Branagan (age 59) is the President, Secretary/Treasurer  and  a
member of the Board of Directors of the Company. Mr. Branagan graduated  from
the  University of Las Vegas Nevada with a B.S. in physics. From 1993 to  the
present  Mr. Branagan has been the President and Senior Scientist of Branagan
&  Associates,  Inc. From 1975 to 1993 he was the Project Manager,  Assistant
Oil  and Gas Division Manager and Senior Scientist of CER Corporation of  Las
Vegas, Nevada.  Mr. Branagan is President and Chairman of Petrol Oil and Gas,
Inc., a reporting company under the 34 Act.

<PAGE>

     Jocelyn  JAB Carnegie (age 35) Member of the Board of Directors  of  the
Company  and President of Millennium Plastics Corporation subsidiary  Solplax
Ltd.  since 1990, Mr. Carnegie has been a Business Development and management
consultant to various international corporations involved in the development,
finance  and  formation of trading and industrial operations in the  emerging
markets  of  the  CIS  as  well as environmental technologies  in  the  agro-
industrial  sector.  Since the 1980's, he has been involved  in  real  estate
management, forestry and the environment in the UK.  On December 19, 2002 the
board of directors accepted the resignation of Jocelyn Carnegie as a Director

     James  L.  Arnold  (age 67) is the Vice President of  Operations  and  a
member  of  the Board of Directors of the Company. Mr. Arnold graduated  from
Northeastern University with a B.S. in industrial engineering. From  1997  to
the  present he has worked as a management consultant. From 1993 until  1997,
Mr. Arnold served as President and CEO of Ebtron, Inc.

     Donato  A. Grieco (age 65) is a member of the Board of Directors of  the
Company.  Mr.  Grieco  holds a B.S. in Business & Engineering  Administration
from  the  Massachusetts Institute of Technology of Cambridge, Massachusetts.
Since  1986, Mr. Grieco has been Vice-President of Mollenberg-Betz,  Inc.  of
Buffalo,  New  York,  a  major  contractor  in  the  mechanical  construction
industry,  specializing  in  refrigeration, air  conditioning,  heating,  and
industrial  process piping systems. Primarily responsible  for  project  cost
estimating, along with vendor and sub-contractor soliciting, leading to total
project bid presentations.

     Bayan Giltsoff (age 58) Vice President of Sales & Marketing and a Member
of the Board of Directors of the Company. Having completed his studies at the
Faculty  of Letters, Madrid University, Mr. Giltsoff worked in the  chemicals
sector  with  Foseco  Minsep in Kuwait from 1967 to  1979.   From  1979,  Mr.
Giltsoff worked with Digital Equipment Corp in the IT sector until, in  1986,
he  founded  his  own  computer trading and IT Consultancy  based  in  Dubai.
Active  principally in the Middle East, Mr. Giltsoff returned to  Ireland  in
the  mid  1990's  to  develop the Solplax technology.  Mr.  Giltsoff  founded
Solplax  in  1996  based on his patented invention of 1995 and  continues  to
drive  the  technical development and marketing effort of the  company.   Mr.
Giltsoff continues to consult to several companies in the Gulf and throughout
Europe  within  the trading, IT and real estate sectors.   He  is  fluent  in
English,  French, Spanish and Arabic and has a working knowledge off Russian,
Portuguese and Italian.

                    Limitation of Liability of Directors

     Pursuant  to  the  Nevada  General  Corporation  Law,  our  Articles  of
Incorporation  exclude  personal liability for  our  Directors  for  monetary
damages  based  upon  any violation of their fiduciary duties  as  Directors,
except  as  to  liability  for any breach of the duty  of  loyalty,  acts  or
omissions  not  in good faith or which involve intentional  misconduct  or  a
knowing  violation of law, or any transaction from which a Director  receives
an  improper personal benefit. This exclusion of liability does not limit any
right  which  a Director may have to be indemnified and does not  affect  any
Director's  liability under federal or applicable state securities  laws.  We
have  agreed  to  indemnify  our directors against expenses,  judgments,  and
amounts paid in settlement in connection with any claim against a Director if
he  acted  in  good  faith and in a manner he believed  to  be  in  our  best
interests.

<PAGE>

               Board of Directors Committees and Compensation

Compensation Committee Interlocks and Insider Participation

     The  Board  of  Directors does not have a Compensation Committee.   Paul
Branagan, President, oversaw the compensation of our executive officers.

Board of Director's Report on Executive Compensation

     General.   As  noted  above,  our Board of Directors  does  not  have  a
Compensation  Committee and, accordingly, during the  year  ended  March  31,
2002,  the  Board of Directors, through the President, reviewed and  approved
the compensation of our executive officers.

     Overall Policy; Significant Factors.  The compensation decisions made by
the  Board  of Directors in respect of our executive officers were influenced
by  two major factors.  First, our start-up nature brings with it all of  the
normal  capital  requirements  to  sustain growth,  therefore  certain  stock
compensation  was granted in lieu of salaries, commissions and  for  services
rendered.   This  practice may be extended into the future on a  case-by-case
basis  and  accordingly  filed with the Securities and  Exchange  Commission.
Finally,  as we continue to mature, certain additions to the executive  staff
will  be  required.  As we are required to seek talent in outside market,  we
will be required to provide a competitive compensation package.

     As  overall  policy, however, the Board continues to believe that  long-
term compensation tied to the creation of stockholder value should constitute
a  significant  component of the compensation to be earned by  our  executive
officers.   In  this  respect, it will be the Board's policy  to  attempt  to
restrain  base  cash compensation (subject to competitive  pressures),  while
providing  the  incentive  for Management to increase  stockholder  value  by
providing  such officers with significant numbers of market-price stock  that
will  not confer value upon the officers unless and until the Company's share
price  rises.   The  Board  of  Directors expects  that  stock  options  will
constitute  a significant component of the compensation package  provided  to
executive officers.

     The  Board  believes that cash bonuses are, at times, appropriate  based
upon  the  performance  of the Company's business compared  to  our  internal
expectations and general business conditions.

Stock Option and Incentive Plan

      The  Board  of Directors approved a stock option plan on September  25,
2000.   The  total number of options that can be granted under the plan  will
not exceed 1,000,000 shares.  Non-qualified stock options will be granted  by
the  Board  of Directors with an option price not less than 85% of  the  fair
market  value of the shares of common stock to which the non-qualified  stock
option  relates on the date of grant.  In no event may the option price  with
respect  to an incentive stock option granted under the stock option plan  be
less  than  the  fair market value of such common stock.  However  the  price
shall not be less than 110% of the fair market value per share on the date of
the grant in the case of an individual then owning more than 10% of the total
combined voting power of all classes of stock of the corporation.

<PAGE>

      Each option granted under the stock option plan will be assigned a time
period  for  exercising not to exceed ten years after the date of the  grant.
Certain other restrictions will apply in connection with this plan when  some
awards may be exercised.

     In  the  event  of a change of control (as defined in the  stock  option
plan), the date on which all options outstanding under the stock option  plan
may first be exercised will be accelerated.  Generally, all options terminate
90 days after a change of control.

     The Company issued 60,000 options in fiscal 2001 and 180,000 options  in
2002  to  a  consultant.  The option period is for 2 years and  the  exercise
price  is  $.85 per share.  The options were earned at a rate of  20,000  per
month and begin expiring January 15, 2003 at a rate of 20,000 per month.  The
value of the options was calculated at zero in fiscal 2002 based on the Black-
Scholes pricing model.

     The  Company  issued 250,000 options for legal services  on  January  2,
2002.  The option period is 5 years and the exercise price is $.10 per share.
Based  on the Black-Scholes pricing model the options had a value of  $18,337
at the date of issue.  Professional fee expense was increased by the value of
the options as was paid-in capital.

     The  Company  issued  250,000 options to an Officer.   The  options  are
exercisable  at $.50 per share and have a five-year period from the  date  of
issue  (April  6,  2001).  The Company accounts for options  under  the  Plan
issued  to  Officers with no compensation cost recognized in accordance  with
FAS  123,  Accounting  for Stock Based compensation, the Company's  operating
loss would have been affected as follows:
<TABLE>

                                                       2002         2001
<S>                                                 <C>           <C>
       Dividend yields                                        0%          0%
       Stock volatility                                      58%         47%
       Risk free yield                                      4.3%        4.6%
       Expected option life                            4.2 years     2 years
       Basic and diluted loss per share                   ($.03)      ($.04)
       Pro forma                                          ($.03)      ($.04)
</TABLE>

   The following table summarizes the option plan:
<TABLE>
                                                    Shares  Weighed Average
                                                                 Price
<S>                                                <C>        <C>
       Outstanding at April 1, 2000                      0              0.00
       Granted                                      60,000              0.85
       Canceled                                          0              0.00
       Exercised                                         0              0.00
       Outstanding at March 31, 2001                60,000              0.85
       Granted                                     680,000              0.37
       Cancelled                                         0              0.00
       Exercised                                         0              0.00
       Outstanding at March 31, 2002               740,000              0.41
</TABLE>
<PAGE>

Options granted subsequent to year-end

     The  Board  of  Directors approved the 2002-2003 stock  option  plan  on
August  1,  2003.  The total number of options that can be granted under  the
plan  will not exceed 2,000,000 shares.  Non-qualified stock options will  be
granted by the Board of Directors with an option price not less than  85%  of
the  fair  market  value  of the shares of common stock  to  which  the  non-
qualified  stock option relates on the date of grant.  In no  event  may  the
option  price  with  respect to an incentive stock option granted  under  the
stock  option  plan be less than the fair market value of such common  stock.
However  the price shall not be less than 110% of the fair market  value  per
share on the date of the grant in the case of an individual then owning  more
than  10% of the total combined voting power of all classes of stock  of  the
corporation.

     Each  option granted under the stock option plan will be assigned a time
period  for  exercising not to exceed ten years after the date of the  grant.
Certain other restrictions will apply in connection with this plan when  some
awards may be exercised.

     In  the  event  of a change of control (as defined in the  stock  option
plan), the date on which all options outstanding under the stock option  plan
may first be exercised will be accelerated.  Generally, all options terminate
90 days after a change of control.

     The Company issued 500,000 options to purchase Company shares at a price
of  $.02  per share for a three-year period starting August 2, 2002  to  Paul
Branagan.   The  fair market value of the options at the date  of  issue  was
zero.

     The Company issued 500,000 options to purchase Company shares at a price
of  $.02 per share for a three-year period starting October 1, 2002 to a Paul
Branagan,  President and Chairman of the Company.  The fair market  value  of
the option at the date of issue was zero.

     The Company issued 250,000 options to purchase Company shares at a price
of  $.02  per share for a three-year period starting October 1, 2002 to  3GC,
Ltd.,  a  company  owned  by  a  shareholder,  for  assistance  in  obtaining
financing.   The  fair market value of the option at the date  of  issue  was
zero.

     The  Company issued 50,000 options to purchase Company shares at a price
of  $.02  per  share for a three-year period starting October 1,  2002  to  a
consultant.   The fair market value of the option at the date  of  issue  was
zero.

     The Company issued 200,000 options to purchase Company shares at a price
of  $.02 per share for a three-year period starting October 1, 2002 to  Bayan
Giltsoff,  a  Director of the Company for assistance in obtaining  financing.
The fair market value of the option at the date of issue was zero.

     The  Company  issued  25,000 options to each  member  of  the  Board  of
Directors,  for  a total of 125,000 options issued, at a price  of  $.03  per
share  for  a  three-year period starting January 3, 2003.  The  fair  market
value of the option at the date of issue was zero.

<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the Securities Exchange Act of 1934, as  amended  (the
"Exchange  Act"), requires Millennium executive officers and  directors,  and
persons  who  beneficially own more than ten percent of  Millennium's  common
stock,  to  file  initial  reports of ownership and  reports  of  changes  in
ownership  with the SEC. Executive officers, directors and greater  than  ten
percent  beneficial  owners  are  required  by  SEC  regulations  to  furnish
Millennium  with copies of all Section 16(a) forms they file.  Based  upon  a
review  of  the  copies  of such forms furnished to  Millennium  and  written
representations from Millennium executive officers and directors,  Millennium
believes  that during the year ended 2002 all forms 3 and 4 were filed  on  a
timely  basis  or  as  of this filing for Millennium executive  officers  and
directors except for the follow people:

          Jocelyn Carnegie
          Donato Grieco
          Bayan Giltsoff

ITEM 10.  EXECUTIVE COMPENSATION

      The  following table sets forth the cash compensation of the  Company's
executive  officers  and directors during the last two fiscal  years  of  the
Company. The remuneration described in the table does not include the cost to
the  Company of benefits furnished to the named executive officers, including
premiums  for health insurance and other benefits provided to such individual
that are extended in connection with the conduct of the Company's business.

<TABLE>
Summary Compensation Table
                                                             Long Term
                        Annual Compensation                Compensation

                Year
Name and       Ended                      Other Annual Restricte
Principal      March    Salary    Bonus   Compensation     d       Options
Position        31,                                      Stock
<S>          <C>       <C>       <C>      <C>         <C>         <C>
Paul T.         2001    $60,000    -0-        -0-       250,000      -0-
Branagan                                                  (1)
                2002      -0-      -0-        -0-         -0-        -0-
Jocelyn         2001      -0-      -0-        -0-         -0-      250,000
Carnegie                                                             (2)
                2002      -0-      -0-        -0-       750,000      -0-
                                                          (3)
James L.        2001      -0-      -0-        -0-       75,000       -0-
Arnold                                                    (4)
                2002      -0-      -0-        -0-         -0-        -0-
Donato          2001      -0-      -0-        -0-       75,000       -0-
Grieco                                                    (5)
                2002      -0-      -0-        -0-         -0-        -0-
Bayan           2001      -0-      -0-        -0-         -0-        -0-
Giltsoff
                2002      -0-      -0-        -0-         -0-        -0-
</TABLE>
(1)  Shares issued for services rendered.
(2)  The options are exercisable at $.50 per share and have a five-year
period from the date of issuance.
(3)  The Company agreed to issue 500,000 shares and 50,000 shares each month
for 10 months to the Director and General Manager of Solplax.
(4)  Shares issued for services rendered.
(5)  Shares issued for services rendered.

<PAGE>

Compensation of Directors

   All  directors will be reimbursed for expenses incurred in attending Board
   or committee meetings.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  following table sets forth certain information as of July 31, 2002
with  respect to the beneficial ownership of common stock by (i) each  person
who  to the knowledge of the Company, beneficially owned or had the right  to
acquire  more than 5% of the Outstanding common stock, (ii) each director  of
the Company and (iii) all executive officers and directors of the Company  as
a group.

<TABLE>

                                                   Number         Percent
         Name of Beneficial Owner (1)             of Shares      Of Class
<S>                                             <C>            <C>
Paul T. Branagan (2)                                  985,516           2.7%
Jocelyn Carnegie (3)                                1,159,396           3.2%
James L. Arnold (4)                                   175,000           0.4%
Donato Grieco                                         225,000           0.6%
Bayan Giltsoff (5)                                  2,078,752           5.8%
All Directors & Officers as a Group                 4,623,664          13.0%
</TABLE>

(1)  As  used in this table, "beneficial ownership" means the sole or  shared
    power to vote, or to direct the voting of, a security, or the sole or shared
     investment power with respect to a security (i.e., the power to dispose of,
     or to direct the disposition of, a security).  In addition, for purposes of
     this  table,  a  person is deemed, as of any date, to  have  "beneficial
     ownership" of any security that such person has the right to acquire within
     60 days after such date.
(2)  90,268 shares of the 985,516 are owned by Paul Branagan's wife.
(3)  Of the 1,159,396 shares, 8,056 are owned by Carnegie Childrens Trust,
     and 20,135 are owned by The Hon Jocelyn JAB Carnegie. On December 19, 2002
     the board of directors accepted the resignation of Jocelyn Carnegie as a
     Director
(4)  100,000 shares of the 175,000 are owned by James Arnold and his wife.
(5)  805,352 shares of the 2,078,752 are owned by Bayan Giltsoff's wife.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Executive Office

     Millennium uses the management and office services of a company owned by
Paul  Branagan, President of the Company. Amounts paid for the  services  for
the  years  ended  March  31, 2002 and 2001, were approximately  $48,000  and
$12,000, respectively.

Management Conflicts

     Mr. Branagan is currently spending a substantial amount of his time with
Petrol Oil & Gas, Inc., a 12g reporting company.

Notes Payable

     The  Company  has the following 6% demand notes outstanding  to  related
parties:

<PAGE>

*    $195,874 (including accrued interest) to Paul Branagan, President of the
     Company.
*    $57,825 (including accrued interest) to Bayan Giltsoff, Director of the
Company.
*    $150,147 (including accrued interest) to 3GC a company owned by a
shareholder of the company.

ITEM  13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  Documents filed as part of this Report

     1.   Financial Statements:

          A.   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
          1.     Independent Auditors Report                             F-1
          2.     Financial Statements:
               Balance Sheet                                             F-2
               Statement of Operation                                    F-3
               Statement of Changes in Stockholders'                     F-4
               Statement of Cash Flows                                   F-5
               Notes to Consolidated Financial Statements         F-6 - F-13

     2.     During the fiscal year March 31, 2002 the Company filed the
following 8-Ks.
          NONE

     3.     Subsequent to the end of the fiscal year, the Company filed the
        following reports on Form 8-K
          NONE

<PAGE>

     4.   Exhibits
                                EXHIBIT INDEX
 Exhibit    Description
 2.1**      Acquisition Agreement dated August 22,2000 between Millennium
            and SCAC Holdings, Inc. Incorporated by reference from Form 8-K
            filed 8/30/2000.
 2.2**      Agreement and Plan of Merger dated November 23, 1999 between
            Millennium and Graduated Plastics, Inc.  Incorporated by
            reference from Form 8-K filed 12/6/99.
 3 (i).a**  Amended and Restated Articles of Incorporation of Millennium
            filed with the State of Nevada on 12/6/99. Incorporated by
            reference from Form 8-K filed 12/6/99.
 3 (i).b**  Certificate of Incorporation of Solplax Limited filed in
            Dublin, Ireland on 2/28/96. Incorporated by reference from SB-2
            filed 2/23/01
 3(ii)**    Amended and Restated Bylaws of Millennium dated 12/2/99.
            Incorporated by reference from SB-2 filed 2/23/01
 4.1**      Article VI of Amended and Restated Articles of Incorporation of
            Millennium. Incorporated by reference from Form 8-K filed
            12/6/99.
 4.2**      Article II and Article VIII, Sections 3 & 6 of Amended and
            Restated Bylaws of Millennium.  Incorporated by reference fro
            SB-2 filed 2/23/01 filed herewith.
 10.1**     Patent Assignment and Royalty Agreement between Solplax Limited
            and Graduated Plastics, Inc. dated 9/30/99. Incorporated by
            reference from Form 8-K filed 12/6/99
 10.2**     Addendum to Patent Assignment and Royalty Agreement between
            Solplax Limited, SCAC Holdings Corp. and Graduated Plastics,
            Inc. dated 12/1/99. Incorporated by reference from Form 8-K
            filed 12/7/00
 10.3**     3GC Limited, Letter of Investment Intent.  Incorporated by
            reference from Form 10QSB filed 2/14/01.
 10.4***    Commercial Lease Agreement
 10.5***    Consulting Agreement between The Gingrich Group the Millennium
            Plastics
 10.6***    Letter of Engagement between Millennium Plastics and
            International Profit Associates
 10.7*      Stock Cancellation Agreement/Waiver and Release Agreement filed
            herewith
 10.8*      Agreement between Millennium Plastics Corp. and Miltray
            Investment Ltd.
 11*        Statement of Per Share Earnings filed in audit attached
            herewith.
 13.1**     10-KSB for 3/31/00 filed 6/30/00
 13.2**     10QSB for 6/30/00 filed 8/14/00
 13.3**     10QSB for 9/30/00 filed 12/1/00
 13.4**     10QSB/A for 6/30/00 filed 12/6/00
 13.5**     10QSB for 12/31/00 filed 2/14/01
 21**       Solplax Limited is a wholly owned subsidiary of Millennium.
            Solplax Limited was incorporated in Dublin, Ireland on 2/28/96.
            Incorporated by reference from SB-2 filed 2/23/01
 23*        Consent of Auditor
 99.1**     2000-2001 Stock Option Plan approved by Shareholders on
            9/25/00.  Incorporated by reference from Form 10QSB filed
            2/14/01.
 99.2*      2002-2003 Stock Option Plan dated August 1, 2002
________________________
*  Filed herewith
** Incorporated by reference in Form 10-KSB on July 16, 2001
***  Filed in Form 10-KSB on July 16, 2001

<PAGE>

                                 SIGNATURES

      Pursuant  to the requirements of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on our behalf by the undersigned, thereunto duly authorized.

MILLENNIUM PLASTICS CORPORATION         DATED:  February 28, 2003



By:/s/ Paul Branagan
     Paul Branagan, President


      Pursuant  to the requirements of the Securities Exchange Act  of  1934,
this  report has been signed below by the following persons on behalf of  the
registrant and in the capacities and on the dates indicated.

Signature                Title                    Date

/s/ Paul Branagan      President, Secretary/Treasurer, February 28, 2003
Paul Branagan          Director

/s/ James Arnold       Vice President of Operations,   February 28, 2003
James Arnold           Director

/s/ Donato Grieco      Director                        February 28, 2003
Donato Grieco

/s/ Bayan Giltsoff     Director                        February 28, 2003
Bayan Giltsoff

<PAGE>

                          CERTIFICATION PURSUANT TO
                18 USC, SECTION 1350, AS ADOPTED PURSUANT TO
           SECTIONS 302 AND 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Annual Report of Millennium Plastics Corporation
(the "Company") on Form 10-KSB for the period ending March 31, 2002, as filed
with  the  Securities  and  Exchange  Commission  on  the  date  hereof  (the
"Report"),  I, Paul Branagan, President and Chief Accounting Officer  of  the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  I have reviewed the report;

(2)  To  the best of my knowledge, the Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under which
such statements were made, not misleading:

(3)  To  the  best of my knowledge, the financial statements,  and  other
financial information included in the Report, fairly present in all material
respects the financial condition and results of operations of the Company as
of, and for, the periods presented in the Report;

(4)  I:
(a)  am responsible for establishing internal controls;
(b)  have designed such internal controls to ensure that material information
relating to the Company and its consolidated subsidiaries is made known to me
by others within the Company, particularly during the period of April 1, 2001
through March 31, 2002;
(c)  have evaluated the effectiveness of the Company's internal controls as
of a date within 90 days prior to the Report; and
(d)  have presented in the Report my conclusions about the effectiveness of
my internal controls based on my evaluation of that date;

(5)  I have disclosed to the Company's auditors and the board of directors:
(a)  all  significant deficiencies in the design or operation of internal
     control which could adversely affect the Company's ability to record,
     process, summarize, and report financial data and have identified for the
     Company's auditors any material weaknesses in internal controls; and
(b)  any fraud, whether or not material, that involves management or other
     employees who have a significant role in the Company's internal controls;

(6)  I have indicated in the Report whether or not there were significant
     changes in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of my evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses; and

(7)  The Report fully complies with the requirements of section 13(a)  or
     15(d) of the Securities Exchange Act of 1934; and

Date:  February 28, 2002

/s/ Paul Branagan
Paul Branagan, President/Chief Accountign Officer

<PAGE>

                       Millennium Plastics Corporation
                        Index To Financial Statements


Report of Independent Certified Public Accountants                       F-1

Consolidated Balance Sheets, March 31, 2002 and 2001                     F-2

Consolidated Statement of Operations for the Years Ended
March 31, 2002,2001 and from inception (April 2, 1986)
to March 31, 2002                                                        F-3

Consolidated Statement of Stockholders' Equity from inception (April 2, 1986)
to March 31, 2002                                                  F-4 - F-5

Consolidated Statement of Cash Flows for the Year Ended March 31, 2002, 2001,
  and from inception (April 2, 1986) to March 31, 2002                   F-6

Notes to Consolidated Financial Statements                        F-7 - F-14

<PAGE>

             Report of Independent Certified Public Accountants

Stockholders and Directors
Millennium Plastics Corporation

We  have  audited the accompanying consolidated balance sheet  of  Millennium
Plastics  Corporation  as  of  March  31,  2002  and  2001  and  the  related
consolidated statements of operations, shareholders' deficit, and cash  flows
for  each  of  the years in the two-year period ended March 31,  2002.  These
financial statements are the responsibility of the management of the Company.
Our  responsibility  is to express an opinion on these  financial  statements
based on our audits.

We  conducted  our  audits  in  accordance with generally  accepted  auditing
standards  in  the United States. Those standards require that  we  plan  and
perform  the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatements. An audit includes  examining,
on  a  test  basis,  evidence supporting the amounts and disclosures  in  the
financial  statements.  An  audit  also  includes  assessing  the  accounting
principles  used  and significant estimates made by management,  as  well  as
evaluating the overall financial statement presentation. We believe that  our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all   material  respects,  the  financial  position  of  Millennium  Plastics
Corporation as of March 31, 2002 and 2001 and the results of their operations
and  their  cash  flows for each of the two years ended  March  31,  2002  in
conformity  with  generally  accepted accounting  principles  in  the  United
States.

The  accompanying financial statements have been prepared assuming  that  the
Company  will  continue as a going concern. As discussed in  Note  2  to  the
financial  statements,  the  Company  has  suffered  recurring  losses   from
operations  and  is  dependent upon the continued sale of its  securities  or
obtaining  debt  financing  for funds to meet its  cash  requirements.  These
factors raise substantial doubt about the Company's ability to continue as  a
going  concern.  Management's plans with regard to  these  matters  are  also
described  in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

Weaver & Martin, LLC

Kansas City, Missouri
January 15,2003

<PAGE>
<TABLE>
                       Millennium Plastics Corporation
                        (A Development Stage Company)
                         Consolidated Balance Sheet

                                                 March 31,     March 31,
                                                    2002          2001
<S>                                             <C>          <C>
Assets
Current assets:
  Cash                                           $      222   $        372
  Inventory                                          14,207             --
  Receivable                                         33,202         77,233
                                                 ----------   ------------
     Total current assets                            47,631         77,605
                                                 ----------   ------------
Equipment and furniture                              77,697         74,342
Accumulated depreciation                             53,645         40,714
     Total Equipment and furniture                   24,052         33,628

Other assets:
  Intangible asset-patent, net of accumulated
Amortization of $16,750 in 2002 and $9,125 in
2001                                                101,982         97,077
                                                 ----------   ------------
     Total assets                                $  173,665   $    208,310
                                                 ==========   ============
</TABLE>
<TABLE>

Liabilities and stockholders' equity
<S>                                             <C>          <C>
Current liabilities:
  Accounts payable                               $  655,997   $    248,655
  Current maturity of long-term debt and notes
payable and accrued interest                        403,846        214,542
  Accrued liabilities                                    --          2,572
                                                 ----------   ------------
     Total current liabilities                    1,059,843        465,769
                                                 ----------   ------------
Long-term debt                                           --         30,077
                                                 ----------   ------------
Contingencies and commitments

Stockholders' equity:
  Common stock $.001 par value, 100,000,000
shares authorized; 35,285,150 at 3/31/02 and
28,168,598 at 3/31/01 shares issued and
outstanding                                          35,285         28,169
  Common stock not issued at 3/31/01 but owed
to a buyer of 144,000 shares                             --            144
  Accumulated comprehensive income                 (21,286)       (19,623)
  Paid in capital                                 2,683,272      1,399,260
  Unamortized cost of stock issued for services   (419,272)             --
  Deficit accumulated during the development
stage                                            (3,164,177)   (1,695,486)
                                                 ----------   ------------
     Total stockholders' equity                   (886,178)      (287,536)
                                                 ----------   ------------
     Total liabilities and stockholders' equity  $  173,665   $    208,310
                                                 ==========   ============
</TABLE>
               See notes to consolidated financial statements.
<PAGE>
<TABLE>
                       Millennium Plastics Corporation
                        (A Development Stage Company)
                    Consolidated Statement Of Operations
                                    Year Ended March 31,         From
                                                              Inception
                                                            April 2, 1986
                                                             to March 31,
                                                                 2002
                                     2002          2001
<S>                               <C>          <C>           <C>
Revenues                           $  30,190    $     24,345  $      54,535
Cost of sales                         22,691         11,371         34,062
                                  ----------   ------------  -------------
Gross profit                           7,499         12,974         20,473
                                  ----------   ------------  -------------
Research and development costs       396,120        484,053        981,764
Wages                                 33,855         75,791        125,646
Professional fees                    858,152        385,878      1,491,973
Rent                                  48,168         14,232         62,400
Travel                                20,443         49,957        122,583
Administrative expense               119,452        197,555        420,287
Operating expense                  1,476,190      1,207,466      3,204,653
                                  ----------   ------------  -------------
Loss from operations              (1,468,691)    (1,194,492)    (3,184,180)
                                  ----------   ------------  -------------
Interest income                           --          8,730         20,003
                                  ----------   ------------  -------------
Net loss                          $(1,468,691) $(1,185,762)  $ (3,164,177)
                                  ==========   ============  =============
Net loss per share of common
stock-basic and diluted           $   (0.03)    $     (0.04)  $      (0.14)
                                  ==========   ============  =============
Weighted average shares
outstanding                       48,760,000     26,470,700     22,733,574
                                  ==========   ============  =============
</TABLE>
               See notes to consolidated financial statements.
<PAGE>
<TABLE>

                       Millennium Plastics Corporation
                        (A Development Stage Company)
               Consolidated Statement Of Stockholders' Equity

                           Common Stock             Stock    Accumulated
                                                  Purchased Comprehensive
                                                   But Not      Income
                                                   Issued
                     Per
                    Share    Shares      Amount
<S>                <C>      <C>        <C>        <C>       <C>
Inception                           --  $     --  $      -- $           --
Shares issued for
Marketing           $0.00   17,000,000    17,000         --             --
                        1
Net loss for the
year ended March
31, 1987                            --        --         --             --
                           -----------  --------  --------- --------------
Balance March 31,
1987                        17,000,000    17,000         --             --
Activity to March
31, 1999                            --        --         --             --
                           -----------  --------  --------- --------------
Balance March 31,
1999                        17,000,000    17,000         --             --
Shares issued for
services            $0.05      100,000       100         --             --
                        0
Shares issued for
acquisition of
Graduated
Plastics, Inc.      $0.15    6,750,000     6,750         --             --
                        2
Shares
contributed by a                    --        --         --             --
shareholder
Merger of Solplax                   --        --         --             --
Shares issued for
services            $0.25       50,000        50         --             --
                        0
Comprehensive
income                              --        --         --         11,519
Net loss for the
year ended
March 31, 2000                                                          --
Restated see Note                   --        --         --
1
                           -----------  --------  --------- --------------
Balance March 31,
2000                        23,900,000    23,900         --         11,519
Merger of Solplax            4,000,000     4,000         --             --
Shares issued for
services            $1.25      120,000       120         --             --
Shares issued for
services            $0.84      148,598       149         --             --
Comprehensive
income                              --        --         --       (31,142)
Shares purchased
but unissued        $1.25           --        --        144             --
Net loss for year                                                       --
ended March 31,
2001                                --        --         --
                           -----------  --------  --------- --------------
Balance March 31,
2001                        28,168,598    28,169        144       (19,623)
</TABLE>
               See notes to consolidated financial statements.
<PAGE>
<TABLE>
                       Millennium Plastics Corporation
                        (A Development Stage Company)
               Consolidated Statement Of Stockholders' Equity
                                  Continued
                Paid In    Treasury  Unamortized    Deficit        Total
                Capital     Stock      Cost of    Accumulated  Stockholders
                                        Stock      During The    ' Equity
                                     Issued for   Development
                                      Services       Stage
<S>            <C>        <C>        <C>          <C>           <C>
                $     --  $      -- $        --  $         --  $         --
                      --          --          --            --        17,000
                      --          --          --      (17,000)      (17,000)
                --------   --------- -----------  ------------  ------------
                      --
                      --          --          --      (17,000)            --
Inception             --          --          --            --            --
                --------   --------- -----------  ------------  ------------
                      --
Shares issued
for Marketing
Net loss for
the year ended
March 31, 1987        --          --          --      (17,000)            --
Balance March
31, 1987           4,900          --          --            --         5,000
Activity to
March 31, 1999  1,019,24          --          --            --     1,025,999
                       9
                   8,000     (8,000)          --            --            --
Balance March
31, 1999        (95,749)       8,000          --            --      (87,749)
Shares issued
for services      12,450          --          --            --        12,500
Shares issued
for
acquisition of
Graduated             --          --          --            --        11,519
Plastics, Inc.
Shares
contributed by
a shareholder
Merger of
Solplax               --          --          --     (492,724)     (492,724)
Shares issued
for services
Comprehensive
income           948,850          --          --     (509,724)       474,545
Net loss for
the year ended   (4,000)          --          --            --            --
March 31, 2000
Restated see
Note 1           149,880          --          --            --       150,000
                 124,674          --          --            --       124,823
Balance March
31, 2000              --          --          --            --      (31,142)
Merger of
Solplax          179,856          --          --            --       180,000
Shares issued
for services          --          --          --   (1,185,762)   (1,185,762)
                --------   --------- -----------  ------------  ------------
Shares issued
for services
Comprehensive
income          1,399,26          --          --   (1,695,486)     (287,536)
                       0
Shares
purchased but
unissued
Net loss for
year ended
March 31, 2001

Balance March
31, 2001
</TABLE>

               See notes to consolidated financial statements.
<PAGE>
<TABLE>
                       Millennium Plastics Corporation
                        (A Development Stage Company)
          Consolidated Statement Of Stockholders' Equity Continued
<S>                 <C>        <C>          <C>        <C>       <C>
Shares issued for
services              $0.28     2,500,000      2,500        --            --
Amortization to
expense of
stock issued for
services                               --         --        --            --
Shares issued but
not delivered
as collateral for
contingent
financing                      10,000,000     10,000        --            --
Cancel shares for
financing                    (10,000,000)   (10,000)        --            --
Shares issued for
services              $0.25        60,000         60        --            --
Shares issued for
services to an
employee              $0.19       120,000        120        --            --
Shares issued for
collateral to Bank    $0.00       425,000        425        --            --
                          1
Shares sold           $0.14       714,286        714        --            --
Shares issued to
Officer
and Directors for
services              $0.14       400,000        400        --            --
Shares issued for
services              $0.14       250,000        250        --            --
Shares issued for
cash                  $0.16       261,328        261        --            --
Shares issued to
Director for
services              $0.16       991,938        992        --            --
Amortization to
expense of
stock issued for
services                               --         --        --            --
Shares issued to
Officer
and Directors for
services              $0.13       750,000        750        --            --
Shares issued for
cash                  $0.10       500,000        500        --            --
Shares issued and
held for
subscription
receivable            $0.00    25,000,000     25,000        --            --
                          1
Cancel shares for
subscription                 (25,000,000)   (25,000)        --            --
Shares issued                     144,000        144     (144)            --
Options issued for
services                               --         --        --            --
Comprehensive                          --         --        --       (1,663)
income
Net loss for year
ended March 31,                        --         --        --            --
2002
                             ------------  --------- ---------  ------------
Balance March 31,
2002                           35,285,150   $ 35,285 $      --  $   (21,286)
                             ============  ========= =========  ============
</TABLE>
               See notes to consolidated financial statements.
<PAGE>
<TABLE>

                       Millennium Plastics Corporation
                        (A Development Stage Company)
          Consolidated Statement Of Stockholders' Equity Continued

<S>               <C>         <C>      <C>        <C>          <C>
Shares issued for
services               697,500     --   (700,000)           --             --
Amortization to
expense of
stock issued for
services                    --     --     320,832           --        320,832
Shares issued but
not delivered
as collateral for
contingent
financing                   --     --          --           --         10,000
Cancel shares for
financing                   --     --          --           --       (10,000)
Shares issued for
services                10,840     --          --           --         10,900
Shares issued for
services to an
employee                22,680     --          --           --         22,800
Shares issued for
collateral to Bank          --     --       (425)           --             --
Shares sold             99,286     --          --           --        100,000
Shares issued to
Officer
and Directors for
services                55,600     --          --           --         56,000
Shares issued for
services                34,750     --          --           --         35,000
Shares issued for
cash                    41,551     --          --           --         41,812
Shares issued to
Director for           157,718     --   (158,710)                          --
services
Amortization to
expense of
stock issued for
services                    --     --     119,031           --        119,031
Shares issued to
Officer
and Directors for
services                96,250     --          --           --         97,000
Shares issued for
cash                    49,500     --          --           --         50,000
Shares issued and
held for
subscription
receivable                  --     --          --           --         25,000
Cancel shares for
subscription                --     --          --           --       (25,000)
Shares issued               --     --          --           --             --
Options issued for
services                18,337     --          --           --         18,337
Comprehensive               --     --          --           --        (1,663)
income
Net loss for year
ended March 31,             --     --          --  (1,468,691)    (1,468,691)
2002
                      --------  -----  ----------  -----------   ------------
Balance March 31,
2002                $2,683,272  $  --  $(419,272)  $(3,164,177)  $  (886,178)
                      ========  =====  ==========  ===========   ============
</TABLE>
               See notes to consolidated financial statements.

<PAGE>
<TABLE>
                       Millennium Plastics Corporation
                        (A Development Stage Company)
                    Consolidated Statement Of Cash Flows

                                                              From Inception
                                                               April 2, 1986
                                   Year Ended March 31,        to March 31,
                                 2002               2001           2002
<S>                           <C>             <C>              <C>
Cash flows from operating
activities:
  Net loss                    $(1,468,691)     $  (1,185,762)   $ (3,164,177)
  Adjustments to reconcile
net loss to
    cash used by operating
activities:
    Depreciation and
amortization                        17,201             13,572          54,652
    Amortization of stock
issued for services                439,865                 --         439,865
    Change in foreign
currency                           (1,663)           (31,142)        (21,286)
  Changes in assets and
liabilities-
    Receivable                      44,031           (61,294)        (33,202)
    Inventory                     (14,207)                 --        (14,207)
    Accounts payable               407,342            120,273         593,166
    Accrued liabilities            (2,574)            (5,099)         (1,355)
                              ------------     --------------  --------------
Cash used in operating
activities                       (578,696)        (1,149,452)     (2,146,544)
                              ------------     --------------  --------------
Investing activities:
  Purchase of equipment &               --           (24,709)        (25,714)
furniture
  Miscellaneous                         --                 --           2,095
  Patent costs                    (12,531)           (14,065)        (30,927)
                              ------------     --------------  --------------
Cash used in investing
activities                        (12,531)           (38,774)        (54,546)
                              ------------     --------------  --------------
Financing activities:
  Net note payable activity        193,603            162,569         339,864
  Payments on long-term debt      (34,375)           (14,648)        (49,023)
  Cash paid in Solplax                  --                 --        (19,700)
merger
  Stock sold                       191,812            180,000         371,812
  Options issued for                18,337                 --          18,337
services
  Stock issued for services        221,700            274,823         514,023
  Stock issued for
acquisition                             --                 --       1,025,999
                              ------------     --------------  --------------
Cash provided from financing
activities                         591,077            602,744       2,201,312
                              ------------     --------------  --------------
Increase (decrease) in cash
& cash equivalents                   (150)          (585,482)             222
Cash and cash equivalents,
beginning                              372            585,854              --
Cash and cash equivalents,    $        222     $          372  $          222
                              ============     ==============  ==============
Interest paid                           --                 --              --
Income tax paid                         --                 --              --

Non-cash investing and
financing activities:
Stock issued for services          859,135                 --         859,135
Solplax merger                          --              4,000          72,049
Treasury shares issued for              --                 --           8,000
Solplax
Shares contributed to paid
in capital                              --                 --           8,000

</TABLE>
               See notes to consolidated financial statements.
<PAGE>

Note 1 - Summary of Significant Accounting Policies

     The  Company  is  a  development  stage company.   It  is  concentrating
     substantially  all  of  it efforts in raising capital  and  establishing
     business  operations  in  order to generate significant  revenues.   The
     Company intends to market, manufacture, and distribute Solplax, a  fully
     biodegradable plastic product.

Organization

     Effective  July  30,  1999, Aurora Corporation, an  Oregon  corporation,
     formed  on  April  2, 1986, merged with and into Echo Services,  Inc.  a
     Nevada  corporation,  formerly Clover Crest, Inc. formed  in  Nevada  on
     March 31, 1999.  Echo Services, Inc., concurrent with the merger changed
     its  name  to Aurora Corporation.  Aurora filed its form 10SB  with  the
     Securities and Exchange Commission on August 30, 1999 and became subject
     to  the  reporting requirements of the Securities Exchange Act of  1934.
     On  October  25, 1999, Aurora Corporation changed its name to Millennium
     Plastics Corporation (MPCO).

     On  December 6, 1999, MPCO merged with Graduated Plastics, Inc. (GPI) in
     a reverse merger transaction whereby MPCO was the surviving corporation.
     The  net assets of GPI consisted of cash of $985,999 and a prepaid asset
     totaling  $40,000.   There were no liabilities or business  activity  in
     GPI.  GPI had entered into an agreement with SCAC Holdings, Corp. (SCAC)
     whereby GPI received the assignment of a patent to produce biodegradable
     plastics  in  consideration for a fee of 5% of the net receipts  of  any
     sales of biodegradable products.  No value was assigned to the patent at
     the  date  of  the  merger of GPI with MPCO.  GPI shareholders  received
     6,750,000  shares of MPCO stock.  The difference between the  historical
     cost  of  assets  received by MPCO and the par value of the  MPCO  stock
     issued  was  recorded  as  paid  in capital.   As  part  of  the  merger
     agreement,  the majority shareholder of MPCO was required to  contribute
     to  MPCO  as  treasury stock 8,000,000 shares of MPCO  stock.   GPI  was
     dissolved after the merger.

     In  December  1999,  MPCO amended the patent and  royalty  agreement  it
     received  from the merger with GPI.  The amended agreement  resulted  in
     the  termination of the 5% royalty fee in exchange for 8,000,000  shares
     of  MPCO stock and a $300,000 loan to Solplax Ltd., an Irish Corporation
     (Solplax). Solplax was a 100% owned subsidiary of SCAC.

     In  September 2000 MPCO rescinded the patent agreement and exchanged  an
     additional 4,000,000 (for a total of 12,000,000) shares of MPCO stock to
     SCAC  for  all of the outstanding stock of its subsidiary  Solplax.   In
     that  Solplax did not have any significant assets other than  the  costs
     associated  with the development of their patent and SCAC had  no  other
     business  activities the assets and liabilities of Solplax were recorded
     at a historical cost basis.

     The  assets  acquired consisted of patent costs ($87,800) and  furniture
     ($21,300).  Solplax had also recorded on its books,  $546,400  of  costs

<PAGE>

     associated  with  research and development, which  was  valued  at  zero
     according  to  United States accounting standards.  Liabilities  assumed
     included  payables  and debt totaling $177,149.   MPCO  also  paid  SCAC
     $27,700  for  reimbursement of SCAC funds used for Solplax costs.   MPCO
     reduced  its paid-in capital by $95,749 in 2000 and $4,000  in  2001  to
     reflect the excess of liabilities assumed over assets acquired.

Use of Estimates

     The  preparation  of financial statements in conformity  with  generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the amounts reported in the financial statements
     and  notes.   Actual  results  could differ from  those  estimates,  but
     management does not believe such differences will materially affect  the
     Company's financial position, results of operations, or cash flows.

Equipment and Furniture

     Equipment  and furniture are carried at cost.  Depreciation  is  on  the
     straight-line method, based on the useful life (5-7 years) of the asset.

Accounting Method

     The  Company  recognizes income and expense on  the  accrual  method  of
     accounting.

Research and Development

     The  Company expenses all research and development costs and in 2002 and
     2001 totaled approximately $396,120 and $484,053, respectively.

Intangible Asset - Patent

     The  patent  cost is amortized on the straight-line method over  fifteen
     years.

Concentrations of Credit Risk

     Financial   instruments  that  potentially  subject   the   Company   to
     concentrations of credit risk consist principally of cash.   At  various
     times  during  the  year, the Company has cash  balances  in  excess  of
     federally  insured  limits.   The  Company  maintains  its  cash,  which
     consists  primarily  of  demand deposits, with  high  quality  financial
     institutions.

Net Loss Per Common Share

     The  Company  computes loss per share in accordance with SFAS  No.  128,
     Earnings  Per Share.  This standard requires dual presentation of  basic
     and  diluted earnings per share on the face of the income statement  for
     all   entities   with  complex  capital  structures   and   requires   a
     reconciliation of the numerator and denominator of the diluted  earnings
     per share computation.

<PAGE>

     Net  loss per common share (basic and diluted) is based on the net  loss
     divided  by  the  weighted average number of common  shares  outstanding
     during the year.

Comprehensive Income

     Comprehensive Income is the foreign exchange adjustments.

Long - Lived Assets

     The  Company  reviews  property and equipment  for  impairment  whenever
     events or changes in circumstances indicate that the carrying amount  of
     an  asset  may  not  be  recoverable.   Recoverability  is  measured  by
     comparison  of  its carrying amount to estimated future cash  flows  the
     assets  are expected to generate.  If such assets are considered  to  be
     impaired,  the impairment to be recognized is measured by the amount  by
     which  the  carrying value of the asset exceeds the projected discounted
     future  operating cash flows.  The Company has determined there  are  no
     impaired assets at March 31, 2002.

Principles of Consolidation

     The consolidated financial statements include the company and its wholly-
     owned  subsidiary.  All significant transactions and balances have  been
     eliminated.

Financial Instruments

     The  carrying value and the company's cash and cash equivalents,  short-
     term  investments,  accounts receivable, accounts payable,  and  accrued
     expenses  approximate fair value because of the short-term  maturity  of
     these  instruments.   Fair  values  are  based  on  market  prices   and
     assumptions  concerning the amount and timing of estimated  future  cash
     flows and assumed discount rates reflecting varying degrees of perceived
     risk.   Based  upon borrowing rates currently available to  the  Company
     with  similar  terms, the carrying value of notes payable and  long-term
     debt approximate fair value.

Stock-Based Compensation

     Statement  of  Financial Accounting Standards No. 123,  "Accounting  for
     Stock-based Compensation" ("SFAS 123"), establishes a fair value  method
     of accounting for stock-based compensation plans and for transactions in
     which a company acquires goods, financing or services from non-employees
     in  exchange for equity instruments.  SFAS 123 also allows companies  to
     account  for  stock-based  employee  compensation  in  accordance   with
     Accounting  Principles Board Opinion No. 25 ("APB 25"), "Accounting  for
     Stock  Issued to Employees," or SFAS 123.  The Company elected to follow
     APB 25 which measures compensation expense for employee stock options as
     the  excess, if any, of the fair market price of the Company's stock  at
     the  measurement date over the amount an employee must  pay  to  acquire
     stock.

<PAGE>

Income Taxes

     Amounts provided for income tax expense are based on income reported for
     financial  statement  purpose and do not necessarily  represent  amounts
     currently   payable  under  tax  laws.   Deferred  taxes,  which   arise
     principally  from  temporary differences between  the  period  in  which
     certain  income and expense items are recognized for financial reporting
     purposes  and  the  period  in  which they affect  taxable  income,  are
     included  in the amounts provided for income taxes.  Under this  method,
     the  computation of deferred tax assets and liabilities give recognition
     to  the  enacted  tax  rates in effect in the year the  differences  are
     expected to affect taxable income.  Valuation allowances are established
     when  necessary  to  reduce  deferred tax to amounts  that  the  Company
     expects to realize.

Reclassifications

     Certain  reclassifications within the financial statement captions  have
     been made to maintain consistency in presentation between years.

Note 2 - Going Concern

     The accompanying consolidated financial statements have been prepared in
     conformity   with   generally   accepted  accounting   principles   that
     contemplate  the  continuance of the Company as a  going  concern.   The
     Company's  cash  position may be inadequate to  pay  all  of  the  costs
     associated   with  testing,  production  and  marketing   of   products.
     Management intends to use borrowings and security sales to mitigate  the
     effects  of  its cash position, however no assurance can be  given  that
     debt  or equity financing, if and when required will be available.   The
     financial  statements  do not include any adjustments  relating  to  the
     recoverability  and classification of recorded assets and classification
     of  liabilities that might be necessary should the Company be unable  to
     continue existence.

Note 3 -Notes payable and Long-term Debt

     Notes payable and accrued interest of $150,147 is due to a company owned
     by  a  shareholder, $195,874 is due to the President of the Company  and
     $57,825 is due to a Director of the Company. These are demand notes  and
     interest is at 6%.

     Long-term  debt  at  March  31, 2001 was owed  to  a  bank  in  Ireland.
     Interest  was  Irish prime and the loan was guaranteed by Directors'  of
     Solplax and secured by VAT receivables.

Note 4 - Commitments and Contingencies

     The  Company leases its space from a company owned by an officer of MPCO
     for  $4,014 per month.  The lease is for a 3 year period.  Rent  expense
     for   2002   and   2001  totaled  approximately  $48,000   and   $12,000
     respectively.  Minimum lease commitments under operating leases  are  as
     follows; 2003 - $48,000; 2004 - $36,000.

<PAGE>

Note 5 - Stock Transactions

     Pursuant  to  an agreement in December 1999, MPCO put in escrow  120,000
     shares  of  stock  to  be  issued  to a  Company  performing  investment
     relations.   The  agreement called for the immediate vesting  of  36,000
     shares  and 7,000 shares each month for 12 months to be issued based  on
     the  performance of services.  At March 31, 2000, no shares were issued,
     although  57,000 shares were earned.  The shares were issued  subsequent
     to  March 31, 2000.   The services were assigned a value equal to  $1.25
     per  share.  If the shares had been issued prior to March 31, 2000,  the
     loss  per  share would remain at $.02 per basic and diluted  outstanding
     share.

     On  January  15, 2001, the Company issued 148,598 shares  of  its  stock
     valued at $.84 per share for legal services totaling $124,822.

     In December 2000 144,000 shares were sold for $1.25 a share.  The shares
     were issued December 20, 2001.

     The  Board  of  Directors  approved the  Amendment  to  the  Article  of
     Incorporation  to increase the authorized common stock  from  50,000,000
     shares to 100,000,000 shares on September 24, 2001.

     On  May  11,  2001, the Company entered into an advisory and  consulting
     agreement for the period of May 3, 2001 to August 3, 2003.  Compensation
     for  the  consultant was 2,500,000 shares of Company  stock,  valued  at
     $700,000.  Included in professional fee expense for the year ended March
     31,  2002  was  $320,832.    The  remaining  $379,168  is  included   in
     unamortized  cost  of stock issued for services and  will  be  amortized
     monthly over the period of the agreement.

     The  Company entered into an agreement dated June 21, 2001 whereby  they
     were  to  receive  temporary financing of $750,000 in exchange  for  the
     lender holding as collateral 10,000,000 restricted company shares.   The
     agreement called for long term financing of $10,000,000 in the form of a
     convertible  debenture.  When the long term financing is in  place,  the
     Company  would repay the $750,000 temporary financing and  receive  back
     the  10,000,000  shares of Company stock.   The  shares  of  stock  were
     issued June 22, 2001 but the financing never was completed so the shares
     were cancelled by the Company on March 28, 2002.

     The Company issued 60,000 restricted shares for a consultant (valued  at
     $10,900)  and  a  payment  of  $20,000 for  services  performed  through
     November 30, 2001.

     The  Company issued 120,000 restricted shares of its stock with a  value
     of $22,800 to be used as compensation for an employee.

     The  bank Solplax uses in Ireland required the Company to issue  425,000
     restricted shares of its stock to be held as collateral for a loan.  The

<PAGE>

     value  of  $425  is  included in unamortized cost of  stock  issued  for
     services.  There was no expense recorded for this during the year  ended
     March 31, 2002.

     The  Company sold 714,286 shares of restricted stock to an investor  for
     $100,000.

     The Company issued 75,000 restricted shares to two Directors and 250,000
     restricted shares to the President for services rendered on December 20,
     2001.  The value assigned for the service was $56,000.

     The Company issued 250,000 shares of restricted stock for services by  a
     marketing and technical representative on December 20, 2001.  The  value
     assigned to the shares was $35,000.

     The  Company on December 20, 2001 issued 261,328 restricted shares to  a
     Director  in  exchange for cash totaling $41,812 and 991,938  restricted
     shares  for  services rendered over an eight-month period  beginning  in
     October, 2001.  The value assigned to the services was $158,710.  During
     the  year ended March 31, 2002 amortization of the expense was $119,031.
     The  remaining balance of $39,679 will be amortized in the first quarter
     of fiscal 2003 and is included in unamortized stock issued for services.

     The  Company  issued  500,000 restricted shares on October  25,2001  and
     agreed to issue 50,000 shares each month for 10 months to a Director and
     General  Manager of Solplax.  A total of 750,000 restricted shares  were
     issued  in  the year ended March 31, 2002.  The value assigned  for  the
     services totalled $97,000.

     The Company sold 500,000 shares in January 2002 for $50,000.

     The  Board  of  Directors  on  November  20,  2001  approved  the  stock
     subscription  agreement  whereby Kassell Partnership  of  Athens  Greece
     would  purchase 25,000,000 shares of the Company's restricted stock  for
     $2,000,000 in cash.  The shares were issued but held.  The purchase  did
     not take place and the Company cancelled the shares on March 28, 2002.

Note 6 - Income Taxes

     Deferred  income taxes are determined based on the tax effect  of  items
     subject  to  differences in book and taxable income.  The only  deferred
     tax item is the operating loss carry-forward of approximately $2,143,000
     which  expires  in  2015  to  2017.  The  Company  has  a  research  and
     development  tax  credit carry-forward expiring  in  2015-2017  totaling
     approximately $47,000.  The Irish subsidiary files its taxes in  Ireland
     on  an  unconsolidated  basis.   The loss carry-forward  in  Ireland  is
     approximately   $288,000.   Certain  items  on  the  Solplax   financial
     statements  are  not  allowed as assets in  the  United  States,  mainly
     research  and development costs, which would increase the  tax  loss  of
     Solplax to $1,485,000.

<PAGE>

     The net deferred tax is as follows:

                                     March 31, 2002      March 31, 2001
    Non-current  asset   for   net
    loss carry-forward              $       1,382,000  $          n815,000
    Valuation allowance                   (1,382,000)            (815,000)
                                    -----------------  -------------------
    Total deferred tax, net                        --                   --
                                    =================  ===================

     A  reconciliation  of the provision for income taxes  to  the  statutory
     federal rate for continuing operations is as follows:

                                     March 31, 2001      March 31, 2000
    Statutory tax rate                       (34.00%)             (34.00%)
    Valuation Allowance                        34.00%               34.00%
                                     ----------------     ----------------
    Effective tax rate                          0.00%                0.00%
                                      ===============     ================

Note 7 - Stock Option and Incentive Plan

     The  Board  of  Directors approved a stock option plan on September  25,
     2000.   The total number of options that can be granted under  the  plan
     will  not exceed 1,000,000 shares.  Non-qualified stock options will  be
     granted by the Board of Directors with an option price not less than 85%
     of the fair market value of the shares of common stock to which the non-
     qualified  stock option relates on the date of grant.  In no  event  may
     the option price with respect to an incentive stock option granted under
     the  stock option plan be less than the fair market value of such common
     stock.  However the price shall not be less than 110% of the fair market
     value  per  share on the date of the grant in the case of an  individual
     then  owning  more than 10% of the total combined voting  power  of  all
     classes of stock of the corporation.

     Each  option granted under the stock option plan will be assigned a time
     period  for  exercising not to exceed ten years after the  date  of  the
     grant.   Certain other restrictions will apply in connection  with  this
     plan when some awards may be exercised.

     In  the  event  of a change of control (as defined in the  stock  option
     plan),  the date on which all options outstanding under the stock option
     plan may first be exercised will be accelerated.  Generally, all options
     terminate 90 days after a change of control.

     The Company issued 60,000 options in fiscal 2001 and 180,000 options  is
     2002 to a consultant.  The option period is for 2 years and the exercise
     price is $.85 per share.

     The options were earned at a rate of 20,000 per month and begin expiring
     January  15,  2003  at a rate of 20,000 per month.   The  value  of  the
     options was calculated at zero in fiscal 2002 based on the Black-Scholes
     pricing model.

<PAGE>

     The  Company  issued 250,000 options for legal services  on  January  2,
     2002.   The option period is 5 years and the exercise price is $.10  per
     share.  Based on the Black-Scholes pricing model the options had a value
     of $18,337 at the date of issue.  Professional fee expense was increased
     by the value of the options as was paid-in capital.

     The  Company  issued  250,000 options to an Officer.   The  options  are
     exercisable at $.50 per share and have a five year period from the  date
     of  issue  (April 6, 2001).  The Company accounts for options under  the
     Plan  issued  to  Officers with no compensation  cost  recognized.   Had
     compensation cost been recognized in accordance with FAS 123, Accounting
     for  Stock  Based compensation, the Company's operating loss would  have
     been affected as follows:

                                                   2002           2001
    Dividend yield                                       0%              0%
    Weighted    average    expected     stock           58%             47%
    volatility
    Weighted average risk free interest rate           4.3%            4.6%
    Weighted average expected option lives          4.2 yrs           2 yrs

    Net loss
    As reported                                ($1,472,354)    ($1,185,762)

    Pro-forma                                  ($1,497,200)    ($1,187,721)

    Basic and diluted loss per share
    As reported                                      ($.03)          ($.04)
    Pro-forma                                        ($.03)          ($.04)

    The following table summarizes the option
    plan:
                                                  Shares        Weighted
                                                             Average Price
    Outstanding at April 1, 2000                          0            0.00
    Granted                                          60,000            0.85
    Cancelled                                             0            0.00
    Exercised                                             0            0.00
    Outstanding at March 31, 2001                    60,000            0.85
    Granted                                         680,000            0.37
    Cancelled                                             0            0.00
    Exercised                                             0            0.00
    Outstanding at March 31, 2002                   740,000            0.41

Note 8 - Related Party Transactions

     The  Company uses the management and office services of a company  owned
     by  an officer.  Amounts paid for the services for the years ended March
     31, 2002 and 2001, was approximately $36,899 and $106,900, respectively.
     The  Company  used the consulting and tax services of directors  of  the
     subsidiary  in  2002  and  2001.   Amounts  paid  totaled  approximately
     $117,624 and $13,750 for the years 2002 and 2001.

<PAGE>

Note 9 - Subsequent Events

     On  February  3,  2003  Millennium executed an  agreement  with  Miltray
     Investments  Ltd ("Miltray").  Pursuant to the agreement  Miltray  shall
     make  ongoing  investments  in Millennium  and  assist  Millennium  with
     managing its business operation.

     Pursuant  to  the agreement Miltray agreed to purchase (i) Five  Hundred
     Thousand  (500,000)  shares  of restricted common  stock  of  Millennium
     Plastics  Corporation  at a purchase price of USD  $150,000,  (ii)  plus
     warrants for the purchase of 10,500,000 shares of common stock described
     below;

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

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

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

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

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

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

(vii)  One  Million  (1,000,000) shares at Five  Cents  ($.05)  shall  be
       exercised  within  fifteen (15) days following the  expiration  of
       the Notice to the Company;

(viii) One  Million  (1,000,000) shares at Five  Cents  ($.05)  shall  be
       exercised within sixty (60) days following the expiration  of  the
       Notice to the Company;

(ix)   One  Million  (1,000,000) shares at Five  Cents  ($.05)  shall  be
       exercised  within seventy-five (75) days following the  expiration
       of the Notice to the Company; and

(x)    the  remaining  Two  Million  (2,000,000)  shares  at  Five  Cents
       ($0.05)  shall be exercised within one hundred twenty  (120)  days
       following the expiration of the Notice to the Company.

<PAGE>

     Additional the agreement provided for Mr. Colin Gerstein to be appointed
     to  the  board  of  directors  and act as  a  Management  Consultant  to
     Millennium  on behalf of Miltray for a period of three months  and  that
     Miltray  is  to  be paid a consultant fee of $10,000 per month  for  the
     initial  three  months.  Thereafter, the parties agree to  negotiate  an
     amount by further agreement.

     As  of February 25, 2003 Millennium has received $55,000 of the $150,000
     due under the terms of the agreement.

     On  December 19, 2002 the board of directors accepted the resignation of
     Jocelyn Carnegie as a Director.

Options granted subsequent to year-end

     The  Board  of  Directors approved the 2002-2003 stock  option  plan  on
     August  1, 2003.  The total number of options that can be granted  under
     the  plan will not exceed 2,000,000 shares.  Non-qualified stock options
     will  be granted by the Board of Directors with an option price not less
     than 85% of the fair market value of the shares of common stock to which
     the  non-qualified stock option relates on the date  of  grant.   In  no
     event  may  the option price with respect to an incentive  stock  option
     granted  under the stock option plan be less than the fair market  value
     of  such common stock.  However the price shall not be less than 110% of
     the fair market value per share on the date of the grant in the case  of
     an  individual  then owning more than 10% of the total  combined  voting
     power of all classes of stock of the corporation.

     Each  option granted under the stock option plan will be assigned a time
     period  for  exercising not to exceed ten years after the  date  of  the
     grant.   Certain other restrictions will apply in connection  with  this
     plan when some awards may be exercised.

     In  the  event  of a change of control (as defined in the  stock  option
     plan),  the date on which all options outstanding under the stock option
     plan may first be exercised will be accelerated.  Generally, all options
     terminate 90 days after a change of control.

     The Company issued 500,000 options to purchase Company shares at a price
     of  $.02  per share for a three-year period starting August 2,  2002  to
     Paul  Branagan, President and Chairman of the Company.  The fair  market
     value of the options at the date of issue was zero.

     The Company issued 500,000 options to purchase Company shares at a price
     of $.02 per share for a three-year period starting October 1, 2002 to  a
     Paul Branagan.  The fair market value of the option at the date of issue
     was zero.

     The Company issued 250,000 options to purchase Company shares at a price
     of  $.02  per share for a three-year period starting October 1, 2002  to
     3GC, Ltd., a company owned by a shareholder, for assistance in obtaining
     financing.  The fair market value of the option at the date of issue was
     zero.

<PAGE>

     The  Company issued 50,000 options to purchase Company shares at a price
     of $.02 per share for a three-year period starting October 1, 2002 to  a
     consultant.   The fair market value of the option at the date  of  issue
     was zero.

     The Company issued 200,000 options to purchase Company shares at a price
     of  $.02  per share for a three-year period starting October 1, 2002  to
     Bayan  Giltsoff, a Director of the Company for assistance  in  obtaining
     financing.  The fair market value of the option at the date of issue was
     zero.

     The  Company  issued  25,000 options to each  member  of  the  Board  of
     Directors, for a total of 125,000 options issued, at a price of $.03 per
     share for a three-year period starting January 3, 2003.  The fair market
     value of the option at the date of issue was zero.

</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-8.txt
<TEXT>
                                  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:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>5
<FILENAME>ex11.txt
<TEXT>
                                 EXHIBIT 11

               Statement of Computation of Per Share Earnings


Earnings per share
The  Company  follows Statement of Financial Accounting  Standards  No.  128.
"Earnings  Per  Share"   ("SFAS No. 128").  Basic earning  per  common  share
("EPS")  calculations are determined by dividing net income by  the  weighted
average  number  of  shares  of  common stock outstanding  during  the  year.
Diluted earning per common share calculations are determined by dividing  net
income  by  the weighted average number of common shares and dilutive  common
share  equivalents outstanding. During periods when common stock equivalents,
if any, are anti- dilutive they are not considered in the computation.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>ex23.txt
<TEXT>
                                                              WEAVER & MARTIN


We consent the use of our audit report in the Form 10-KSB
of Millennium Plastics Corporation.




/s/ Weaver & Martin
Weaver & Martin
February 28, 2003




                                   Certified Public Accountants & Consultants
                                                 801 West 47th St., Suite 208
                                                       Kansas City, MO  64112
                                                         Phone (816) 756-5525
                                                           Fax (816) 756-2252

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>ex99-2.txt
<TEXT>
                         2002-2003 STOCK OPTION PLAN



     1.    PURPOSE.   The  purpose  of  the  MILLENNIUM  PLASTICS  CORORATION

2002/2003 Stock Option Plan (the "Plan") is to strengthen MILLENNIUM PLASTICS

CORPORATION, a Nevada corporation ("Corporation"), by providing to employees,

officers,   directors,  consultants  and  independent  contractors   of   the

Corporation or any of its subsidiaries (including dealers, distributors,  and

other  business  entities  or persons providing services  on  behalf  of  the

Corporation  or any of its subsidiaries) added incentive for high  levels  of

performance  and unusual efforts to increase the earnings of the Corporation.

The  Plan  seeks to accomplish this purpose by enabling specified persons  to

purchase  shares  of the common stock of the Corporation,  $.001  par  value,

thereby  increasing  their proprietary interest in the Corporation's  success

and encouraging them to remain in the employ or service of the Corporation.

     2.   CERTAIN DEFINITIONS.  As used in this Plan, the following words and

phrases  shall  have  the  respective meanings set forth  below,  unless  the

context clearly indicates a contrary meaning:

          2.1    "Board  of  Directors":   The  Board  of  Directors  of  the

Corporation.

          2.2   "Committee":  The Committee which shall administer  the  Plan

shall consist of the entire Board of Directors.

<PAGE>

          2.3   "Fair  Market  Value Per Share":  The fair market  value  per

share  of  the  Shares as determined by the Committee  in  good  faith.   The

Committee is authorized to make its determination as to the fair market value

per share of the Shares on the following basis:  (i) if the Shares are traded

only  otherwise  than  on a securities exchange and are  not  quoted  on  the

National  Association  of  Securities  Dealers'  Automated  Quotation  System

("NASDAQ"),  but  are quoted on the bulletin board or in  the  "pink  sheets"

published  by  the National Daily Quotation Bureau, the greater  of  (a)  the

average  of  the mean between the average daily bid and average  daily  asked

prices of the Shares during the thirty (30) day period preceding the date  of

grant  of an Option, as quoted on the bulletin board or in the "pink  sheets"

published by the National Daily Quotation Bureau, or (b) the mean between the

average daily bid and average daily asked prices of the Shares on the date of

grant,  as published on the bulletin board or in such "pink sheets;" (ii)  if

the  Shares are traded only otherwise than on a securities exchange  and  are

quoted  on  NASDAQ, the greater of (a) the average of the  mean  between  the

closing bid and closing asked prices of the Shares during the thirty (30) day

period  preceding  the date of grant of an Option, as reported  by  the  Wall

Street  Journal  and (b) the mean between the closing bid and  closing  asked

prices  of the Shares on the date of grant of an Option, as reported  by  the

Wall  Street  Journal;  (iii) if the Shares are  admitted  to  trading  on  a

securities  exchange,  the greater of (a) the average of  the  daily  closing

<PAGE>

prices  of the Shares during the ten (10) trading days preceding the date  of

grant  of  an Option, as quoted in the Wall Street Journal, or (b) the  daily

closing  price of the Shares on the date of grant of an Option, as quoted  in

the Wall Street Journal; or (iv) if the Shares are traded only otherwise than

as  described in (i), (ii) or (iii) above, or if the Shares are not  publicly

traded,  the value determined by the Committee in good faith based  upon  the

fair  market value as determined by completely independent and well qualified

experts.

          2.4  "Option":  A stock option granted under the Plan.

          2.5   "Incentive Stock Option":  An Option intended to qualify  for

treatment as an incentive stock option under Code Sections 421 and 422A,  and

designated as an Incentive Stock Option.

          2.6   "Nonqualified  Option":   An  Option  not  qualifying  as  an

Incentive Stock Option.

          2.7  "Optionee":  The holder of an Option.

          2.8   "Option Agreement":  The document setting forth the terms and

conditions of each Option.

          2.9   "Shares":  The shares of common stock $.001 par value of  the

Corporation.

          2.10 "Code":  The Internal Revenue Code of 1986, as amended.

          2.11 "Subsidiary":  Any corporation of which fifty percent (50%) or

more  of  total  combined  voting power of  all  classes  of  stock  of  such

corporation  is  owned  by  the  Corporation or  another  Subsidiary  (as  so

defined).

<PAGE>

     3.  ADMINISTRATION OF PLAN.

          3.1  In General.  This Plan shall be administered by the Committee.

Any  action of the Committee with respect to administration of the Plan shall

be taken pursuant to (i) a majority vote at a meeting of the Committee (to be

documented by minutes), or (ii) the unanimous written consent of its members.

          3.2   Authority.  Subject to the express provisions of  this  Plan,

the  Committee  shall have the authority to:  (i) construe and interpret  the

Plan,  decide  all questions and settle all controversies and disputes  which

may  arise in connection with the Plan and to define the terms used  therein;

(ii)  prescribe,  amend  and  rescind  rules  and  regulations  relating   to

administration of the Plan; (iii) determine the purchase price of the  Shares

covered  by  each Option and the method of payment of such price, individuals

to  whom,  and  the  time or times at which, Options  shall  be  granted  and

exercisable and the number of Shares covered by each Option;  (iv)  determine

the  terms and provisions of the respective Option Agreements (which need not

be  identical); (v) determine the duration and purposes of leaves of  absence

which  may  be granted to participants without constituting a termination  of

their  employment  for  purposes  of  the  Plan;  and  (vi)  make  all  other

determinations  necessary  or advisable to the administration  of  the  Plan.

Determinations  of  the Committee on matters referred to in  this  Section  3

shall  be  conclusive and binding on all parties howsoever  concerned.   With

respect  to Incentive Stock Options, the Committee shall administer the  Plan

<PAGE>

in  compliance  with  the provisions of Code Section 422A  as  the  same  may

hereafter be amended from time to time.  No member of the Committee shall  be

liable for any action or determination made in good faith with respect to the

Plan or any Option.

     4.  ELIGIBILITY AND PARTICIPATION.

          4.1   In  General.  Only officers, employees and directors who  are

also  employees  of the Corporation or any Subsidiary shall  be  eligible  to

receive grants of Incentive Stock Options.  Officers, employees and directors

(whether  or  not  they  are  also  employees)  of  the  Corporation  or  any

Subsidiary, as well as consultants, independent contractors or other  service

providers  of the Corporation or any Subsidiary shall be eligible to  receive

grants  of Nonqualified Options.  Within the foregoing limits, the Committee,

from time to time, shall determine and designate persons to whom Options  may

be  granted.  All such designations shall be made in the absolute  discretion

of  the Committee and shall not require the approval of the stockholders.  In

determining (i) the number of Shares to be covered by each Option,  (ii)  the

purchase  price  for  such Shares and the method of  payment  of  such  price

(subject to the other sections hereof), (iii) the individuals of the eligible

class to whom Options shall be granted, (iv) the terms and provisions of  the

respective  Option Agreements, and (v) the times at which such Options  shall

be  granted, the Committee shall take into account such factors as  it  shall

deem relevant in connection with accomplishing the purpose of the Plan as set

<PAGE>

forth  in  Section 1.  An individual who has been granted an  Option  may  be

granted  an additional Option or Options if the Committee shall so determine.

No  Option shall be granted under the Plan after August 1, 2012, but  Options

granted before such date may be exercisable after such date.

          4.2   Certain  Limitations.   In  no event  shall  Incentive  Stock

Options  be  granted to an Optionee such that the sum of (i)  aggregate  fair

market value (determined at the time the Incentive Stock Options are granted)

of  the  Shares  subject  to all Options granted under  the  Plan  which  are

exercisable for the first time during the same calendar year, plus  (ii)  the

aggregate fair market value (determined at the time the options are  granted)

of  all  stock subject to all other incentive stock options granted  to  such

Optionee   by  the  Corporation,  its  parent  and  Subsidiaries  which   are

exercisable for the first time during such calendar year, exceeds One Hundred

Thousand  Dollars  ($100,000).   For purposes of  the  immediately  preceding

sentence, fair market value shall be determined as of the date of grant based

on the Fair Market Value Per Share as determined pursuant to Section 2.3.

     5.  AVAILABLE SHARES AND ADJUSTMENTS UPON CHANGES IN

          CAPITALIZATION.

<PAGE>

          5.1   Shares.   Subject to adjustment as provided  in  Section  5.2

below,  the total number of Shares to be subject to Options granted  pursuant

to this Plan shall not exceed Two Million (2,000,000) Shares.  Shares subject

to  the Plan may be either authorized but unissued shares or shares that were

once  issued  and subsequently reacquired by the Corporation;  the  Committee

shall  be  empowered to take any appropriate action required to  make  Shares

available  for Options granted under this Plan.  If any Option is surrendered

before  exercise or lapses without exercise in full or for any  other  reason

ceases to be exercisable, the Shares reserved therefore shall continue to  be

available under the Plan.

          5.2   Adjustments.   As  used herein, the term  "Adjustment  Event"

means  an  event pursuant to which the outstanding Shares of the  Corporation

are increased, decreased or changed into, or exchanged for a different number

or  kind  of  shares or securities, without receipt of consideration  by  the

Corporation,     through     reorganization,    merger,     recapitalization,

reclassification,  stock split, reverse stock split,  stock  dividend,  stock

consolidation  or  otherwise.  Upon the occurrence of  an  Adjustment  Event,

(i) appropriate and proportionate adjustments shall be made to the number and

kind of shares and exercise price for the shares subject to the Options which

<PAGE>

may thereafter be granted under this Plan, (ii) appropriate and proportionate

adjustments  shall be made to the number and kind of and exercise  price  for

the  shares subject to the then outstanding Options granted under this  Plan,

and  (iii) appropriate amendments to the Option Agreements shall be  executed

by the Corporation and the Optionees if the Committee determines that such an

amendment  is  necessary  or  desirable  to  reflect  such  adjustments.   If

determined  by the Committee to be appropriate, in the event of an Adjustment

Event  that  involves the substitution of securities of a  corporation  other

than  the  Corporation,  the  Committee  shall  make  arrangements  for   the

assumptions  by  such  other corporation of any Options  then  or  thereafter

outstanding  under the Plan.  Notwithstanding the foregoing, such  adjustment

in  an  outstanding Option shall be made without change in the total exercise

price  applicable  to  the unexercised portion of the  Option,  but  with  an

appropriate  adjustment to the number of shares, kind of shares and  exercise

price  for  each  share  subject to the Option.   The  determination  by  the

Committee  as to what adjustments, amendments or arrangements shall  be  made

pursuant  to  this Section 5.2, and the extent thereof, shall be   final  and

conclusive.  No fractional Shares shall be issued under the Plan  on  account

of any such adjustment or arrangement.

     6.  TERMS AND CONDITIONS OF OPTIONS.

          6.1   Intended  Treatment  as Incentive Stock  Options.   Incentive

Stock  Options  granted pursuant to this Plan are intended to  be  "incentive

stock  options" to which Code Sections 421 and 422A apply, and the Plan shall

be  construed and administered to implement that intent.  If all or any  part

of an Incentive Stock Option shall not be an "incentive stock option" subject

<PAGE>

to  Sections 421 or 422A of the Code, such Option shall nevertheless be valid

and  carried  into  effect.  All Options granted under  this  Plan  shall  be

subject  to  the terms and conditions set forth in this Section 6 (except  as

provided  in  Section  5.2) and to such other terms  and  conditions  as  the

Committee shall determine to be appropriate to accomplish the purpose of  the

Plan as set forth in Section 1.

          6.2  Amount and Payment of Exercise Price.

               6.2.1      Exercise Price.  The exercise price per  Share  for

each  Share  which the Optionee is entitled to purchase under a  Nonqualified

Option  shall  be  determined by the Committee but shall  not  be  less  than

eighty-five percent (85%) of the Fair Market Value Per Share on the  date  of

the  grant of the Nonqualified Option.  The exercise price per Share for each

Share  which  the  Optionee is entitled to purchase under an Incentive  Stock

Option  shall be determined by the Committee but shall not be less  than  the

Fair  Market Value Per Share on the date of the grant of the Incentive  Stock

Option; provided, however, that the exercise price shall not be less than one

hundred ten percent (110%) of the Fair Market Value Per Share on the date  of

the  grant  of  the Incentive Stock Option in the case of an individual  then

owning  (within  the meaning of Code Section 425(d)) more  than  ten  percent

(10%)  of  the  total combined voting power of all classes of  stock  of  the

Corporation or of its parent or Subsidiaries.

               6.2.2     Payment of Exercise Price.  The consideration to  be

paid  for  the Shares to be issued upon exercise of an Option, including  the

<PAGE>

method  of  payment, shall be determined by the Committee and may consist  of

promissory notes, shares of the common stock of the Corporation or such other

consideration and method of payment for the Shares as may be permitted  under

applicable state and federal laws.

          6.3  Exercise of Options.

               6.3.1      Each  Option  granted  under  this  Plan  shall  be

exercisable  at such times and under such conditions as may be determined  by

the  Committee  at  the  time of the grant of the  Option  and  as  shall  be

permissible under the terms of the Plan; provided, however, in no event shall

an Option be exercisable after the expiration of ten (10) years from the date

it  is granted, and in the case of an Optionee owning (within the meaning  of

Code  Section 425(d)), at the time an Incentive Stock Option is granted, more

than  ten percent (10%) of the total combined voting power of all classes  of

stock  of  the  Corporation or of its parent or Subsidiaries, such  Incentive

Stock  Option  shall not be exercisable later than five (5) years  after  the

date of grant.

               6.3.2      An Optionee may purchase less than the total number

of  Shares  for  which  the Option is exercisable, provided  that  a  partial

exercise  of an Option may not be for less than One Hundred (100) Shares  and

shall not include any fractional shares.

          6.4  Nontransferability of Options.  All Options granted under this

Plan  shall  be nontransferable, either voluntarily or by operation  of  law,

<PAGE>

otherwise than by will or the laws of descent and distribution, and shall  be

exercisable during the Optionee's lifetime only by such Optionee.

          6.5   Effect  of  Termination of Employment or Other  Relationship.

Except as otherwise determined by the Committee in connection with the  grant

of   Nonqualified  Options,  the  effect  of  termination  of  an  Optionee's

employment  or  other relationship with the Corporation  on  such  Optionee's

rights to acquire Shares pursuant to the Plan shall be as follows:

               6.5.1     Termination for Other than Disability or Cause.   If

an  Optionee ceases to be employed by, or ceases to have a relationship with,

the  Corporation  for  any reason other than for disability  or  cause,  such

Optionee's  Options shall expire not later than three (3) months  thereafter.

During  such three (3) month period and prior to the expiration of the Option

by  its terms, the Optionee may exercise any Option granted to him, but  only

to the extent such Options were exercisable on the date of termination of his

employment  or  relationship and except as so exercised, such  Options  shall

expire at the end of such three (3) month period unless such Options by their

terms expire before such date.  The decision as to whether a termination  for

a  reason other than disability, cause or death has occurred shall be made by

the  Committee,  whose  decision shall be final and conclusive,  except  that

employment  shall not be considered terminated in the case of sick  leave  or

other bona fide leave of absence approved by the Corporation.

<PAGE>

               6.5.2      Disability.  If an Optionee ceases to  be  employed

by,  or  ceases  to have a relationship with, the Corporation  by  reason  of

disability  (within  the meaning of Code Section 22(e)(3)),  such  Optionee's

Options shall expire not later than one (1) year thereafter.  During such one

(1)  year period and prior to the expiration of the Option by its terms,  the

Optionee may exercise any Option granted to him, but only to the extent  such

Options  were exercisable on the date the Optionee ceased to be employed  by,

or  ceased  to  have  a  relationship with,  the  Corporation  by  reason  of

disability and except as so exercised, such Options shall expire at  the  end

of such one (1) year period unless such Options by their terms  expire before

such  date.  The decision as to whether a termination by reason of disability

has  occurred shall be made by the Committee, whose decision shall  be  final

and conclusive.

               6.5.3      Termination for Cause.  If an Optionee's employment

by,  or  relationship  with, the Corporation is terminated  for  cause,  such

Optionee's Option shall expire immediately; provided, however, the  Committee

may,  in  its  sole discretion, within thirty (30) days of such  termination,

waive the expiration of the Option by giving written notice of such waiver to

the  Optionee  at such Optionee's last known address.  In the event  of  such

waiver,  the Optionee may exercise the Option only to such extent,  for  such

time, and upon such terms and conditions as if such Optionee had ceased to be

employed by, or ceased to have a relationship with, the Corporation upon  the

date of such termination for a reason other than disability, cause, or death.

Termination  for  cause shall include termination for  malfeasance  or  gross

<PAGE>

misfeasance in the performance of duties or conviction of illegal activity in

connection  therewith  or any conduct detrimental to  the  interests  of  the

Corporation.   The determination of the Committee with respect to  whether  a

termination for cause has occurred shall be final and conclusive.

          6.6   Withholding  of Taxes.  As a condition to  the  exercise,  in

whole  or  in  part, of any Options the Board of Directors may  in  its  sole

discretion require the Optionee to pay, in addition to the purchase price  of

the  Shares  covered by the Option an amount equal to any Federal,  state  or

local  taxes  that  may  be required to be withheld in  connection  with  the

exercise of such Option.

          6.7  No Rights to Continued Employment or Relationship.

Nothing contained in this Plan or in any Option Agreement shall obligate  the

Corporation to employ or have another relationship with any Optionee for  any

period  or  interfere in any way with the right of the Corporation to  reduce

such   Optionee's  compensation  or  to  terminate  the  employment   of   or

relationship with any Optionee at any time.

          6.8   Time  of  Granting Options.  The time an Option  is  granted,

sometimes  referred  to herein as the date of grant, shall  be  the  day  the

Corporation  executes  the  Option  Agreement;  provided,  however,  that  if

appropriate  resolutions of the Committee indicate that an Option  is  to  be

granted  as  of  and on some prior or future date, the time  such  Option  is

granted shall be such prior or future date.

<PAGE>

          6.9   Privileges of Stock Ownership.  No Optionee shall be entitled

to the privileges of stock ownership as to any Shares not actually issued and

delivered  to such Optionee.  No Shares shall be purchased upon the  exercise

of  any Option unless and until, in the opinion of the Corporation's counsel,

any  then  applicable requirements of any laws or governmental or  regulatory

agencies having jurisdiction and of any exchanges upon which the stock of the

Corporation may be listed shall have been fully complied with.

          6.10  Securities Laws Compliance.  The Corporation will  diligently

endeavor to comply with all applicable securities laws before any Options are

granted  under the Plan and before any Shares are issued pursuant to Options.

Without limiting the generality of the foregoing, the Corporation may require

from  the Optionee such investment representation or such agreement, if  any,

as  counsel for the Corporation may consider necessary or advisable in  order

to  comply with the Securities Act of 1933 as then in effect, and may require

that the Optionee agree that any sale of the Shares will be made only in such

manner as is permitted by the Committee.  The Committee in its discretion may

cause the Shares underlying the Options to be registered under the Securities

Act  of  1933, as amended, by the filing of a Form S-8 Registration Statement

covering the Options and Shares underlying such Options.  Optionee shall take

any  action  reasonably  requested  by the  Corporation  in  connection  with

registration or qualification of the Shares under federal or state securities

laws.

<PAGE>

          6.11   Option   Agreement.   Each  Incentive   Stock   Option   and

Nonqualified  Option  granted  under this Plan  shall  be  evidenced  by  the

appropriate  written Stock Option Agreement ("Option Agreement") executed  by

the  Corporation  and the Optionee in a form substantially the  same  as  the

appropriate form of Option Agreement attached as Exhibit I or II hereto  (and

made  a  part  hereof  by  this reference) and  shall  contain  each  of  the

provisions  and  agreements specifically required  to  be  contained  therein

pursuant to this Section 6, and such other terms and conditions as are deemed

desirable by the Committee and are not inconsistent with the purpose  of  the

Plan as set forth in Section 1.

     7.  PLAN AMENDMENT AND TERMINATION.

          7.1   Authority  of  Committee.  The  Committee  may  at  any  time

discontinue  granting Options under the Plan or otherwise suspend,  amend  or

terminate  the  Plan  and  may, with the consent of an  Optionee,  make  such

modification  of  the terms and conditions of such Optionee's  Option  as  it

shall deem advisable; provided that, except as permitted under the provisions

of  Section 5.2, the Committee shall have no authority to make any  amendment

or  modification  to  this  Plan or any outstanding Option  thereunder  which

would:   (i)  increase the maximum number of shares which  may  be  purchased

pursuant to Options granted under the Plan, either in the aggregate or by  an

Optionee (except pursuant to Section 5.2); (ii) change the designation of the

class   of  the  employees  eligible  to  receive  Incentive  Stock  Options;

<PAGE>

(iii)  extend  the term of the Plan or the maximum Option period  thereunder;

(iv)  decrease the minimum Incentive Stock Option price or permit  reductions

of  the  price  at which shares may be purchased for Incentive Stock  Options

granted under the Plan; or (v) cause Incentive Stock Options issued under the

Plan  to fail to meet the requirements of incentive stock options under  Code

Section  422A.  An amendment or modification made pursuant to the  provisions

of this Section 7 shall be deemed adopted as of the date of the action of the

Committee  effecting such amendment or modification and  shall  be  effective

immediately,  unless otherwise provided therein, subject to approval  thereof

(1)  within  twelve  (12)  months  before or  after  the  effective  date  by

stockholders of the Corporation holding not less than a majority vote of  the

voting  power of the Corporation voting in person or by proxy at a duly  held

stockholders meeting when required to maintain or satisfy the requirements of

Code  Section 422A with respect to Incentive  Stock Options, and (2)  by  any

appropriate  governmental  agency.   No Option  may  be  granted  during  any

suspension or after termination of the Plan.

          7.2   Ten (10) Year Maximum Term.  Unless previously terminated  by

the  Committee, this Plan shall terminate on August 1, 2012, and  no  Options

shall be granted under the Plan thereafter.

          7.3   Effect  on  Outstanding Options.   Amendment,  suspension  or

termination  of  this Plan shall not, without the consent  of  the  Optionee,

alter  or  impair  any  rights or obligations under  any  Option  theretofore

granted.

<PAGE>

     8.   EFFECTIVE DATE OF PLAN.  This Plan shall be effective as of  August

1,  2002, the date the Plan was adopted by the Board of Directors, subject to

the  approval of the Plan by the affirmative vote of a majority of the issued

and  outstanding  Shares of common stock of the Corporation  represented  and

voting at a duly held meeting at which a quorum is present within twelve (12)

months  thereafter.  The Committee shall be authorized and empowered to  make

grants  of Options pursuant to this Plan prior to such approval of this  Plan

by the stockholders; provided, however, in such event the Option grants shall

be  made subject to the approval of both this Plan and such Option grants  by

the stockholders in accordance with the provisions of this Section 8.

     9.  MISCELLANEOUS PROVISIONS.

          9.1    Exculpation  and  Indemnification.   The  Corporation  shall

indemnify  and  hold  harmless the Committee from and  against  any  and  all

liabilities, costs and expenses incurred by such persons as a result  of  any

act,  or omission to act, in connection with the performance of such persons'

duties,  responsibilities and obligations under the  Plan,  other  than  such

liabilities, costs and expenses as may result from the gross negligence,  bad

faith, willful conduct and/or criminal acts of such persons.

          9.2   Governing Law.  The Plan shall be governed and  construed  in

accordance with the laws of the State of Nevada and the Code.

          9.3   Compliance  with  Applicable  Laws.   The  inability  of  the

Corporation to obtain from any regulatory body having jurisdiction  authority

<PAGE>

deemed  by  the Corporation's counsel to be necessary to the lawful  issuance

and  sale  of  any  Shares upon the exercise of an Option shall  relieve  the

Corporation of any liability in respect of the non-issuance or sale  of  such

Shares as to which such requisite authority shall not have been obtained.



                                   As  approved by the Board of Directors  of
                                   Millennium Plastics Corporation on  August
                                   1, 2002.



                                   By: __________________________
                                       PAUL BRANAGAN, Secretary


<PAGE>

EXHIBIT I

                           [FORM OF]

                INCENTIVE STOCK OPTION AGREEMENT



     THIS  INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is entered into  as

of                             _____________, 2002, by and between MILLENNIUM

PLASTICS    CORORATION.,   a   Nevada   corporation   ("Corporation"),    and

                  ("Optionee").



                        R E C I T A L S



     A.    On  August  1,  2002, the Board of Directors  of  the  Corporation

adopted the MILLENNIUM PLASTICS CORPORATION 2002-2003 Stock Option Plan  (the

"Plan").

     B.    Pursuant to the Plan, on ________________, the Board of  Directors

of  the  Corporation  acting as the Plan Committee  ("Committee")  authorized

granting  to  Optionee options to purchase shares of the common stock,  $.001

par  value,  of  the Corporation ("Shares") for the term and subject  to  the

terms and conditions hereinafter set forth.

                       A G R E E M E N T

     It is hereby agreed as follows:

     1.    CERTAIN  DEFINITIONS.  Unless otherwise  defined  herein,  or  the

<PAGE>

context  otherwise clearly requires, terms with initial capital letters  used

herein shall have the meanings assigned to such terms in the Plan.

     2.    GRANT  OF  OPTIONS.  The Corporation hereby  grants  to  Optionee,

options  ("Options") to purchase all or any part of        Shares,  upon  and

subject  to  the  terms and conditions of the Plan, which is incorporated  in

full  herein  by this reference, and upon the other terms and conditions  set

forth herein.

     3.   OPTION PERIOD.  The Options shall be exercisable at any time during

the  period  commencing on the following dates (subject to the provisions  of

Section  18)  and  expiring on the date ______ (__) years from  the  date  of

grant, unless earlier terminated pursuant to Section 7:

         [terms of option vesting to be set forth here]



     4.    METHOD OF EXERCISE.  The Options shall be exercisable by  Optionee

by  giving written notice to the Corporation of the election to purchase  and

of  the  number  of  Shares Optionee elects to purchase, such  notice  to  be

accompanied  by  such  other executed instruments  or  documents  as  may  be

required  by  the Committee pursuant to this Agreement, and unless  otherwise

directed by the Committee, Optionee shall at the time of such exercise tender

the purchase price of the Shares he has elected to purchase.  An Optionee may

purchase  less  than  the  total number of Shares for  which  the  Option  is

exercisable,  provided that a partial exercise of an Option may  not  be  for

less  than One Hundred (100) Shares.  If Optionee shall not purchase  all  of

<PAGE>

the  Shares that he is entitled to purchase under the Options, his  right  to

purchase the remaining unpurchased Shares shall continue until expiration  of

the  Options.  The Options shall be exercisable with respect of whole  Shares

only, and fractional Share interests shall be disregarded.

     5.    AMOUNT OF PURCHASE PRICE.  The purchase price per Share  for  each

Share  that  Optionee  is entitled to purchase under  the  Options  shall  be

per Share.

     6.    PAYMENT  OF PURCHASE PRICE.  At the time of Optionee's  notice  of

exercise  of  the Options, Optionee shall tender in cash or by  certified  or

bank  cashier's check payable to the Corporation, the purchase price for  all

Shares then being purchased.  Provided, however, the Board of Directors  may,

in  its  sole  discretion, permit payment by the Corporation of the  purchase

price in whole or in part with Shares.  If the Optionee is so permitted,  and

the  Optionee elects to make payment with Shares, the Optionee shall  deliver

to  the Corporation certificates representing the number of Shares in payment

for  new Shares, duly endorsed for transfer to the Corporation, together with

any  written  representations  relating to  title,  liens  and  encumbrances,

securities   laws,  rules  and  regulatory  compliance,  or  other   matters,

reasonably  requested  by the Board of Directors.  The  value  of  Shares  so

tendered  shall  be  their Fair Market Value Per Share on  the  date  of  the

Optionee's notice of exercise.

     7.    EFFECT  OF TERMINATION OF EMPLOYMENT.  If an Optionee's employment

or  other relationship with the Corporation (or a Subsidiary) terminates, the

effect of the termination on the Optionee's rights to acquire Shares shall be

<PAGE>

as follows:

          7.1   Termination  for  Other  than Disability  or  Cause.   If  an

Optionee ceases to be employed by, or ceases to have a relationship with, the

Corporation  or  a  Subsidiary for any reason other than  for  disability  or

cause,  such Optionee's Options shall expire not later than three (3)  months

thereafter.   During such three (3) month period and prior to the  expiration

of  the Option by its terms, the Optionee may exercise any Option granted  to

him,  but  only to the extent such Options were exercisable on  the  date  of

termination  of  his employment or relationship and except as  so  exercised,

such  Options  shall expire at the end of such three (3) month period  unless

such  Options  by their terms expire before such date.  The  decision  as  to

whether a termination for a reason other than disability, cause or death  has

occurred  shall be made by the Committee, whose decision shall be  final  and

conclusive, except that employment shall not be considered terminated in  the

case  of  sick  leave  or other bona fide leave of absence  approved  by  the

Corporation.

          7.2   Disability.   If  an Optionee ceases to be  employed  by,  or

ceases to have a relationship with, the Corporation or a Subsidiary by reason

of  disability (within the meaning of Code Section 22(e)(3)), such Optionee's

Options shall expire not later than one (1) year thereafter.  During such one

(1)  year period and prior to the expiration of the Option by its terms,  the

Optionee may exercise any Option granted to him, but only to the extent  such

<PAGE>

Options  were exercisable on the date the Optionee ceased to be employed  by,

or  ceased  to  have a relationship with, the Corporation  or  Subsidiary  by

reason of disability.  The decision as to whether a termination by reason  of

disability has occurred shall be made by the Committee, whose decision  shall

be final and conclusive.

          7.3   Termination  for Cause.  If an Optionee's employment  by,  or

relationship with, the Corporation or a Subsidiary is terminated  for  cause,

such  Optionee's  Option  shall expire immediately;  provided,  however,  the

Committee  may,  in  its sole discretion, within thirty  (30)  days  of  such

termination, waive the expiration of the Option by giving written  notice  of

such  waiver to the Optionee at such Optionee's last known address.   In  the

event  of  such  waiver, the Optionee may exercise the Option  only  to  such

extent, for such time, and upon such terms and conditions as if such Optionee

had  ceased  to  be employed by, or ceased to have a relationship  with,  the

Corporation  or a Subsidiary upon the date of such termination for  a  reason

other  than disability, cause or death.  Termination for cause shall  include

termination for malfeasance or gross misfeasance in the performance of duties

or  conviction  of illegal activity in connection therewith  or  any  conduct

detrimental  to  the  interests  of the Corporation  or  a  Subsidiary.   The

determination  of  the Committee with respect to whether  a  termination  for

cause has occurred shall be final and conclusive.

     8.     NONTRANSFERABILITY  OF  OPTIONS.   The  Options  shall   not   be

transferable,  either voluntarily or by operation of law, otherwise  than  by

<PAGE>

will  or the laws of descent and distribution and shall be exercisable during

the Optionee's lifetime only by Optionee.

     9.    ADDITIONAL  RESTRICTIONS REGARDING DISPOSITIONS  OF  SHARES.   The

Shares  acquired pursuant to the exercise of Options shall be subject to  the

restrictions set forth in Exhibit "A" attached hereto and incorporated herein

as if fully set forth.

     10.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  As used  herein,  the

term  "Adjustment  Event" means an event pursuant to  which  the  outstanding

Shares  of  the  Corporation are increased, decreased  or  changed  into,  or

exchanged  for  a  different number or kind of shares or securities,  without

receipt  of consideration by the Corporation, through reorganization, merger,

recapitalization, reclassification, stock split, reverse stock  split,  stock

dividend,  stock  consolidation or otherwise.   Upon  the  occurrence  of  an

Adjustment Event, (i) appropriate and proportionate adjustments shall be made

to  the  number  and kind and exercise price for the shares  subject  to  the

Options,  and (ii) appropriate amendments to this Agreement shall be executed

by  the  Corporation and Optionee if the Committee determines  that  such  an

amendment  is  necessary  or  desirable  to  reflect  such  adjustments.   If

determined  by the Committee to be appropriate, in the event of an Adjustment

Event  which  involves the substitution of securities of a corporation  other

than  the  Corporation,  the  Committee  shall  make  arrangements  for   the

<PAGE>

assumptions  by  such other corporation of the Options.  Notwithstanding  the

foregoing, any such adjustment to the Options shall be made without change in

the  total  exercise  price  applicable to the  unexercised  portion  of  the

Options, but with an appropriate adjustment to the number of shares, kind  of

shares  and  exercise  price  for each share subject  to  the  Options.   The

determination  by  the  Committee  as  to  what  adjustments,  amendments  or

arrangements  shall  be  made pursuant to this Section  10,  and  the  extent

thereof, shall be final and conclusive.  No fractional Shares shall be issued

on account of any such adjustment or arrangement.

     11.   NO  RIGHTS  TO  CONTINUED  EMPLOYMENT  OR  RELATIONSHIP.   Nothing

contained in this Agreement shall obligate the Corporation to employ or  have

another  relationship with Optionee for any period or interfere  in  any  way

with  the  right of the Corporation to reduce Optionee's compensation  or  to

terminate the employment of or relationship with Optionee at any time.

     12.   TIME  OF GRANTING OPTIONS.  The time the Options shall  be  deemed

granted,  sometimes  referred to herein as the  "date  of  grant,"  shall  be

..

     13.   PRIVILEGES OF STOCK OWNERSHIP.  Optionee shall not be entitled  to

the  privileges of stock ownership as to any Shares not actually  issued  and

delivered to Optionee.  No Shares shall be purchased upon the exercise of any

Options  unless and until, in the opinion of the Corporation's  counsel,  any

then  applicable  requirements  of any laws, or  governmental  or  regulatory

agencies  having jurisdiction, and of any exchanges upon which the  stock  of

<PAGE>

the Corporation may be listed shall have been fully complied with.

     14.   SECURITIES  LAWS  COMPLIANCE.   The  Corporation  will  diligently

endeavor  to comply with all applicable securities laws before any  stock  is

issued  pursuant  to the Options.   Without limiting the  generality  of  the

foregoing,  the  Corporation may require from the  Optionee  such  investment

representation or such agreement, if any, as counsel for the Corporation  may

consider necessary in order to comply with the Securities Act of 1933 as then

in  effect,  and  may require that the Optionee agree that any  sale  of  the

Shares  will  be  made only in such manner as is permitted by the  Committee.

The  Committee may in its discretion cause the Shares underlying the  Options

to be registered under the Securities Act of 1933 as amended by filing a Form

S-8 Registration Statement covering the Options and the Shares underlying the

Options.   Optionee  shall  take  any  action  reasonably  requested  by  the

Corporation  in connection with registration or qualification of  the  Shares

under federal or state securities laws.

     15.  INTENDED TREATMENT AS INCENTIVE STOCK OPTIONS.  The Options granted

herein are intended to be "incentive stock options" to which Sections 421 and

422A  of  the  Internal Revenue Code of 1986, as amended from  time  to  time

("Code") apply, and shall be construed to implement that intent.  If  all  or

any  part of the Options shall not be subject to Sections 421 and 422A of the

Code, the Options shall nevertheless be valid and carried into effect.

<PAGE>

     16.  PLAN CONTROLS.  The Options shall be subject to and governed by the

provisions of the Plan.  All determinations and interpretations of  the  Plan

made by the Committee shall be final and conclusive.

     17.  SHARES SUBJECT TO LEGEND.  If deemed necessary by the Corporation's

counsel,  all certificates issued to represent Shares purchased upon exercise

of  the Options shall bear such appropriate legend conditions as counsel  for

the Corporation shall require.

     18.  CONDITIONS TO OPTIONS.

          18.1 Compliance with Applicable Laws.  THE CORPORATION'S OBLIGATION

TO ISSUE SHARES OF ITS COMMON STOCK UPON EXERCISE OF THE OPTIONS IS EXPRESSLY

CONDITIONED  UPON  THE COMPLETION BY THE CORPORATION OF ANY  REGISTRATION  OR

OTHER  QUALIFICATION  OF SUCH SHARES UNDER ANY STATE AND/OR  FEDERAL  LAW  OR

RULINGS OR REGULATIONS OF ANY GOVERNMENTAL REGULATORY BODY, OR THE MAKING  OF

SUCH INVESTMENT REPRESENTATIONS OR OTHER REPRESENTATIONS AND UNDERTAKINGS  BY

THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE OPTION IN ORDER TO COMPLY

WITH  THE  REQUIREMENTS OF ANY EXEMPTION FROM ANY SUCH REGISTRATION OR  OTHER

QUALIFICATION  OF  SUCH  SHARES  WHICH  THE  COMMITTEE  SHALL,  IN  ITS  SOLE

DISCRETION,  DEEM NECESSARY OR ADVISABLE.  SUCH REQUIRED REPRESENTATIONS  AND

UNDERTAKINGS MAY INCLUDE REPRESENTATIONS AND AGREEMENTS THAT THE OPTIONEE  OR

ANY  PERSON ENTITLED TO EXERCISE THE OPTION (i) IS NOT PURCHASING SUCH SHARES

FOR DISTRIBUTION AND (ii) AGREES TO HAVE PLACED UPON THE FACE AND REVERSE  OF

ANY  CERTIFICATES A LEGEND SETTING FORTH ANY REPRESENTATIONS AND UNDERTAKINGS

WHICH HAVE BEEN GIVEN TO THE COMMITTEE OR A REFERENCE THERETO.

<PAGE>

          18.2  SHAREHOLDER APPROVAL OF PLAN.  IF THE OPTIONS GRANTED  HEREBY

ARE  GRANTED  PRIOR  TO  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE

CORPORATION PURSUANT TO SECTION 8 OF THE PLAN, THE GRANT OF THE OPTIONS  MADE

HEREBY  IS  EXPRESSLY  CONDITIONED  UPON  AND  SUCH  OPTIONS  SHALL  NOT   BE

EXERCISABLE  UNTIL  THE  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE

CORPORATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8 OF THE PLAN.

          18.3  Maximum  Exercise Period.  Notwithstanding any  provision  of

this  Agreement to the contrary, the Options shall expire no later  than  ten

years  from  the  date hereof or five years if, as of the  date  hereof,  the

Optionee  owns or is considered to own by reason of Code Section 425(d)  more

than  10% of the total combined voting power of all classes of stock  of  the

Corporation or any Subsidiary or parent corporation of the Corporation.

     19.  MISCELLANEOUS.

          19.1  Binding Effect.  This Agreement shall bind and inure  to  the

benefit   of   the   successors,  assigns,  transferees,   agents,   personal

representatives, heirs and legatees of the respective parties.

          19.2  Further Acts.  Each party agrees to perform any further  acts

and  execute and deliver any documents that may be necessary to carry out the

<PAGE>

provisions of this Agreement.

          19.3  Amendment.  This Agreement may be amended at any time by  the

written agreement of the Corporation and the Optionee.

          19.4  Syntax.  Throughout this Agreement, whenever the  context  so

requires,  the  singular shall include the plural, and the  masculine  gender

shall include the feminine and neuter genders.  The headings and captions  of

the  various  Sections hereof are for convenience only  and  they  shall  not

limit, expand or otherwise affect the construction or interpretation of  this

Agreement.

          19.5  Choice of Law.  The parties hereby agree that this  Agreement

has  been  executed  and  delivered in the  State  of  Nevada  and  shall  be

construed, enforced and governed by the laws thereof.  This Agreement  is  in

all respects intended by each party hereto to be deemed and construed to have

been  jointly prepared by the parties and the parties hereby expressly  agree

that  any  uncertainty or ambiguity existing herein shall not be  interpreted

against either of them.

          19.6  Severability.  In  the  event  that  any  provision  of  this

Agreement  shall  be held invalid or unenforceable, such provision  shall  be

severable  from,  and  such  invalidity  or  unenforceability  shall  not  be

construed to have any effect on, the remaining provisions of this Agreement.

          19.7  Notices.  All notices and demands between the parties  hereto

shall  be  in  writing and shall be served either by registered or  certified

mail,  and such notices or demands shall be deemed given and made forty-eight

(48)  hours  after  the  deposit thereof in the United States  mail,  postage

<PAGE>

prepaid, addressed to the party to whom such notice or demand is to be  given

or  made, and the issuance of the registered receipt therefor.  If served  by

telegraph, such notice or demand shall be deemed given and made at  the  time

the  telegraph  agency shall confirm to the sender, delivery thereof  to  the

addressee.   All  notices and demands to Optionee or the Corporation  may  be

given to them at the following addresses:

        If to Optionee:




        If to Corporation:      Millennium Plastics Corporation
                           6255 S. Stevenson Way
                           Las Vegas, NV 89120

Such  parties may designate in writing from time to time such other place  or

places that such notices and demands may be given.

            19.8  Entire  Agreement.  This Agreement constitutes  the  entire

agreement between the parties hereto pertaining to the subject matter hereof,

this  Agreement  supersedes  all  prior and  contemporaneous  agreements  and

understandings  of the parties, and there are no warranties,  representations

or other agreements between the parties in connection with the subject matter

hereof   except  as  set  forth  or  referred  to  herein.   No   supplement,

<PAGE>

modification  or  waiver or termination of this Agreement  shall  be  binding

unless  executed in writing by the party to be bound thereby.  No  waiver  of

any  of  the  provisions of this Agreement shall constitute a waiver  of  any

other  provision  hereof  (whether or not  similar)  nor  shall  such  waiver

constitute a continuing waiver.

            19.9  Attorneys'  Fees.   In the event that  any  party  to  this

Agreement institutes any action or proceeding, including, but not limited to,

litigation or arbitration, to preserve, to protect or to enforce any right or

benefit  created by or granted under this Agreement, the prevailing party  in

each  respective such action or proceeding shall be entitled, in addition  to

any and all other relief granted by a court or other tribunal or body, as may

be appropriate, to an award in such action or proceeding of that sum of money

which  represents the attorneys' fees reasonably incurred by  the  prevailing

party  therein  in  filing or otherwise instituting  and  in  prosecuting  or

otherwise pursuing or defending such action or proceeding, and, additionally,

the  attorneys'  fees  reasonably  incurred  by  such  prevailing  party   in

negotiating any and all matters underlying such action or proceeding  and  in

preparation for instituting or defending such action or proceeding.

        IN  WITNESS WHEREOF, the parties have entered into this Agreement  as

of the date first set forth above.

                         "CORPORATION"
                         MILLENNIUM PLASTICS CORPORATION
                         a Nevada Corporation


                         By:


                         "OPTIONEE"

<PAGE>


                                                       EXHIBIT II
                           [FORM OF]

              NON-QUALIFIED STOCK OPTION AGREEMENT


     THIS  NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is entered into

as   of                             ,  by  and  between  MILLENNIUM  PLASTICS

CORPORATION,  a  Nevada corporation ("Corporation"), and ____________________

("Optionee").



                        R E C I T A L S



     A.    On  August  1,  2002, the Board of Directors  of  the  Corporation

adopted the MILLENNIUM PLASTICS CORPORATION 2002-2003 Stock Option Plan  (the

"Plan").

     B.    Pursuant  to the Plan, on                         , the  Board  of

Directors  of  the  Corporation  acting as the Plan  Committee  ("Committee")

authorized  granting  to Optionee options to purchase shares  of  the  common

stock,  $.001  par  value, of the Corporation ("Shares")  for  the  term  and

subject to the terms and conditions hereinafter set forth.



                       A G R E E M E N T

     It is hereby agreed as follows:

     1.    CERTAIN  DEFINITIONS.  Unless otherwise  defined  herein,  or  the

<PAGE>

context  otherwise clearly requires, terms with initial capital letters  used

herein shall have the meanings assigned to such terms in the Plan.

     2.    GRANT  OF  OPTIONS.  The Corporation hereby  grants  to  Optionee,

options  ("Options") to purchase all or any part of __________  Shares,  upon

and subject to the terms and conditions of the Plan, which is incorporated in

full  herein  by this reference, and upon the other terms and conditions  set

forth herein.

     3.   OPTION PERIOD.  The Options shall be exercisable at any time during

the  period  commencing on the following dates (subject to the provisions  of

Section 18) and expiring on the date _____ (__) years from the date of grant,

unless earlier terminated pursuant to Section 7:



          [Terms of vesting to be set forth here]



     4.    METHOD OF EXERCISE.  The Options shall be exercisable by  Optionee

by  giving written notice to the Corporation of the election to purchase  and

of  the  number  of  Shares Optionee elects to purchase, such  notice  to  be

accompanied  by  such  other executed instruments  or  documents  as  may  be

required  by  the Committee pursuant to this Agreement, and unless  otherwise

directed by the Committee, Optionee shall at the time of such exercise tender

the purchase price of the Shares he has elected to purchase.  An Optionee may

<PAGE>

purchase  less  than  the  total number of Shares for  which  the  Option  is

exercisable,  provided that a partial exercise of an Option may  not  be  for

less  than One Hundred (100) Shares.  If Optionee shall not purchase  all  of

the  Shares that he is entitled to purchase under the Options, his  right  to

purchase the remaining unpurchased Shares shall continue until expiration  of

the  Options.  The Options shall be exercisable with respect of whole  Shares

only, and fractional Share interests shall be disregarded.

     5.    AMOUNT OF PURCHASE PRICE.  The purchase price per Share  for  each

Share  which Optionee is entitled to purchase under the Options  shall  be  $

per Share.

     6.    PAYMENT  OF  PURCHASE PRICE. At the time of Optionee's  notice  of

exercise  of  the Options, Optionee shall tender in cash or by  certified  or

bank  cashier's check payable to the Corporation, the purchase price for  all

Shares then being purchased.  Provided, however, the Board of Directors  may,

in  its  sole  discretion, permit payment by the Corporation of the  purchase

price in whole or in part with Shares.  If the Optionee is so permitted,  and

the  Optionee elects to make payment with Shares, the Optionee shall  deliver

to  the Corporation certificates representing the number of Shares in payment

for  new Shares, duly endorsed for transfer to the Corporation, together with

any  written  representations  relating to  title,  liens  and  encumbrances,

securities   laws,  rules  and  regulatory  compliance,  or  other   matters,

reasonably  requested  by the Board of Directors.  The  value  of  Shares  so

tendered  shall  be  their Fair Market Value Per Share on  the  date  of  the

Optionee's notice of exercise.

<PAGE>

     7.    EFFECT  OF  TERMINATION OF RELATIONSHIP OR DEATH.   If  Optionee's

relationship   with  the  Corporation  as  a  director  terminates   (whether

voluntarily   or   involuntarily  because  he  is  not  re-elected   by   the

shareholders), or if optionee dies, all options which have previously  vested

shall expire six (6) months thereafter.  All unvested options shall laps  and

automatically  expire.   During such six (6) month period  (or  such  shorter

period  prior to the expiration of the Option by its own terms), such Options

may be exercised by the Optionee, his executor or administrator or the person

or  persons to whom the Option is transferred by will or the applicable  laws

of  descent and distribution, as the case may be, but only to the extent such

Options  were  exercisable on the date Optionee ceased to have a relationship

with the Corporation as a director or died.

     8.     NONTRANSFERABILITY  OF  OPTIONS.   The  Options  shall   not   be

transferable,  either voluntarily or by operation of law, otherwise  than  by

will  or the laws of descent and distribution and shall be exercisable during

the Optionee's lifetime only by Optionee.

     9.    ADDITIONAL  RESTRICTIONS REGARDING DISPOSITIONS  OF  SHARES.   The

Shares  acquired pursuant to the exercise of Options shall be subject to  the

restrictions set forth in Exhibit "A" attached hereto and incorporated herein

as if fully set forth.

     10.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  As used  herein,  the

term  "Adjustment  Event" means an event pursuant to  which  the  outstanding

<PAGE>

Shares  of  the  Corporation are increased, decreased  or  changed  into,  or

exchanged  for  a  different number or kind of shares or securities,  without

receipt  of consideration by the Corporation, through reorganization, merger,

recapitalization, reclassification, stock split, reverse stock  split,  stock

dividend,  stock  consolidation or otherwise.   Upon  the  occurrence  of  an

Adjustment Event, (i) appropriate and proportionate adjustments shall be made

to  the  number  and kind and exercise price for the shares  subject  to  the

Options,  and (ii) appropriate amendments to this Agreement shall be executed

by  the  Corporation and Optionee if the Committee determines  that  such  an

amendment  is  necessary  or  desirable  to  reflect  such  adjustments.   If

determined  by the Committee to be appropriate, in the event of an Adjustment

Event  which  involves the substitution of securities of a corporation  other

than  the  Corporation,  the  Committee  shall  make  arrangements  for   the

assumptions  by  such other corporation of the Options.  Notwithstanding  the

foregoing, any such adjustment to the Options shall be made without change in

the  total  exercise  price  applicable to the  unexercised  portion  of  the

Options, but with an appropriate adjustment to the number of shares, kind  of

shares  and  exercise  price  for each share subject  to  the  Options.   The

determination  by  the  Committee  as  to  what  adjustments,  amendments  or

arrangements  shall  be  made pursuant to this Section  10,  and  the  extent

thereof, shall be final and conclusive.  No fractional Shares shall be issued

on account of any such adjustment or arrangement.

<PAGE>

     11.   NO  RIGHTS  TO  CONTINUED  EMPLOYMENT  OR  RELATIONSHIP.   Nothing

contained in this Agreement shall obligate the Corporation to employ or  have

another  relationship with Optionee for any period or interfere  in  any  way

with  the  right of the Corporation to reduce Optionee's compensation  or  to

terminate the employment of or relationship with Optionee at any time.

     12.   TIME  OF GRANTING OPTIONS.  The time the Options shall  be  deemed

granted,  sometimes  referred to herein as the  "date  of  grant,"  shall  be

..

     13.   PRIVILEGES OF STOCK OWNERSHIP.  Optionee shall not be entitled  to

the  privileges of stock ownership as to any Shares not actually  issued  and

delivered to Optionee.  No Shares shall be purchased upon the exercise of any

Options  unless and until, in the opinion of the Corporation's  counsel,  any

then  applicable  requirements  of any laws, or  governmental  or  regulatory

agencies  having jurisdiction, and of any exchanges upon which the  stock  of

the Corporation may be listed shall have been fully complied with.

     14.   SECURITIES  LAWS  COMPLIANCE.   The  Corporation  will  diligently

endeavor  to comply with all applicable securities laws before any  stock  is

issued  pursuant  to  the Options.  Without limiting the  generality  of  the

foregoing,  the  Corporation may require from the  Optionee  such  investment

representation or such agreement, if any, as counsel for the Corporation  may

consider necessary in order to comply with the Securities Act of 1933 as then

in  effect,  and  may require that the Optionee agree that any  sale  of  the

Shares  will  be  made only in such manner as is permitted by the  Committee.

<PAGE>

The  Committee may in its discretion cause the Shares underlying the  Options

to be registered under the Securities Act of 1933 as amended by filing a Form

S-8 Registration Statement covering the Options and the Shares underlying the

Options.   Optionee  shall  take  any  action  reasonably  requested  by  the

Corporation  in connection with registration or qualification of  the  Shares

under federal or state securities laws.

     15.   INTENDED  TREATMENT AS NON-QUALIFIED STOCK OPTIONS.   The  Options

granted  herein are intended to be non-qualified stock options  described  in

U.S.  Treasury Regulation ("Treas. Reg.") ?1.83-7 to which Sections  421  and

422A  of  the  Internal Revenue Code of 1986, as amended from  time  to  time

("Code")  do not apply, and shall be construed to implement that intent.   If

all  or any part of the Options shall not be described in Treas. Reg. ?1.83-7

or  be  subject  to  Sections 421 and 422A of the  Code,  the  Options  shall

nevertheless be valid and carried into effect.

     16.  PLAN CONTROLS.  The Options shall be subject to and governed by the

provisions of the Plan.  All determinations and interpretations of  the  Plan

made by the Committee shall be final and conclusive.

     17.  SHARES SUBJECT TO LEGEND.  If deemed necessary by the Corporation's

counsel,  all certificates issued to represent Shares purchased upon exercise

of  the Options shall bear such appropriate legend conditions as counsel  for

the Corporation shall require.

<PAGE>

     18.  CONDITIONS TO OPTIONS.

          18.1 Compliance with Applicable Laws.  THE CORPORATION'S OBLIGATION

TO ISSUE SHARES OF ITS COMMON STOCK UPON EXERCISE OF THE OPTIONS IS EXPRESSLY

CONDITIONED  UPON  THE COMPLETION BY THE CORPORATION OF ANY  REGISTRATION  OR

OTHER  QUALIFICATION  OF SUCH SHARES UNDER ANY STATE AND/OR  FEDERAL  LAW  OR

RULINGS OR REGULATIONS OF ANY GOVERNMENTAL REGULATORY BODY, OR THE MAKING  OF

SUCH INVESTMENT REPRESENTATIONS OR OTHER REPRESENTATIONS AND UNDERTAKINGS  BY

THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE OPTION IN ORDER TO COMPLY

WITH  THE  REQUIREMENTS OF ANY EXEMPTION FROM ANY SUCH REGISTRATION OR  OTHER

QUALIFICATION  OF  SUCH  SHARES  WHICH  THE  COMMITTEE  SHALL,  IN  ITS  SOLE

DISCRETION,  DEEM  NECESSARY OR ADVISABLE. SUCH REQUIRED REPRESENTATIONS  AND

UNDERTAKINGS MAY INCLUDE REPRESENTATIONS AND AGREEMENTS THAT THE OPTIONEE  OR

ANY  PERSON ENTITLED TO EXERCISE THE OPTION (i) IS NOT PURCHASING SUCH SHARES

FOR DISTRIBUTION AND (ii) AGREES TO HAVE PLACED UPON THE FACE AND REVERSE  OF

ANY  CERTIFICATES A LEGEND SETTING FORTH ANY REPRESENTATIONS AND UNDERTAKINGS

WHICH HAVE BEEN GIVEN TO THE COMMITTEE OR A REFERENCE THERETO.

          18.2  SHAREHOLDER APPROVAL OF PLAN.  IF THE OPTIONS GRANTED  HEREBY

ARE  GRANTED  PRIOR  TO  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE

CORPORATION PURSUANT TO SECTION 8 OF THE PLAN, THE GRANT OF THE OPTIONS  MADE

HEREBY  IS  EXPRESSLY  CONDITIONED  UPON  AND  SUCH  OPTIONS  SHALL  NOT   BE

EXERCISABLE  UNTIL  THE  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE

<PAGE>

CORPORATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8 OF THE PLAN.

     19.  MISCELLANEOUS.

          19.1  Binding Effect.  This Agreement shall bind and inure  to  the

benefit   of   the   successors,  assigns,  transferees,   agents,   personal

representatives, heirs and legatees of the respective parties.

          19.2  Further Acts.  Each party agrees to perform any further  acts

and execute and deliver any documents which may be necessary to carry out the

provisions of this Agreement.

          19.3  Amendment.  This Agreement may be amended at any time by  the

written agreement of the Corporation and the Optionee.

          19.4  Syntax.  Throughout this Agreement, whenever the  context  so

requires,  the  singular shall include the plural, and the  masculine  gender

shall include the feminine and neuter genders.  The headings and captions  of

the  various  Sections hereof are for convenience only  and  they  shall  not

limit, expand or otherwise affect the construction or interpretation of  this

Agreement.

          19.5  Choice of Law.  The parties hereby agree that this  Agreement

has  been  executed  and  delivered in the  State  of  Nevada  and  shall  be

construed, enforced and governed by the laws thereof.  This Agreement  is  in

all respects intended by each party hereto to be deemed and construed to have

been  jointly prepared by the parties and the parties hereby expressly  agree

<PAGE>

that  any  uncertainty or ambiguity existing herein shall not be  interpreted

against either of them.

          19.6  Severability.  In  the  event  that  any  provision  of  this

Agreement  shall  be held invalid or unenforceable, such provision  shall  be

severable  from,  and  such  invalidity  or  unenforceability  shall  not  be

construed to have any effect on, the remaining provisions of this Agreement.

          19.7  Notices.  All notices and demands between the parties  hereto

shall  be  in  writing and shall be served either by registered or  certified

mail,  and such notices or demands shall be deemed given and made forty-eight

(48)  hours  after  the  deposit thereof in the United States  mail,  postage

prepaid, addressed to the party to whom such notice or demand is to be  given

or  made, and the issuance of the registered receipt therefor.  If served  by

telegraph, such notice or demand shall be deemed given and made at  the  time

the  telegraph  agency shall confirm to the sender, delivery thereof  to  the

addressee.   All  notices and demands to Optionee or the Corporation  may  be

given to them at the following addresses:



          If to Optionee:          _________________________
                                   _________________________
                                   _________________________


          If to Corporation:       MILLENNIUM PLASTICS CORP.
                                   6265 S. Stevenson Way
                                   Las Vegas, NV 89120


<PAGE>

Such  parties may designate in writing from time to time such other place  or

places that such notices and demands may be given.

          19.8  Entire  Agreement.   This Agreement  constitutes  the  entire

agreement between the parties hereto pertaining to the subject matter hereof,

this  Agreement  supersedes  all  prior and  contemporaneous  agreements  and

understandings  of the parties, and there are no warranties,  representations

or other agreements between the parties in connection with the subject matter

hereof   except  as  set  forth  or  referred  to  herein.   No   supplement,

modification  or  waiver or termination of this Agreement  shall  be  binding

unless  executed in writing by the party to be bound thereby.  No  waiver  of

any  of  the  provisions of this Agreement shall constitute a waiver  of  any

other  provision  hereof  (whether or not  similar)  nor  shall  such  waiver

constitute a continuing waiver.

          19.9  Attorneys'  Fees.   In  the event  that  any  party  to  this

Agreement institutes any action or proceeding, including, but not limited to,

litigation or arbitration, to preserve, to protect or to enforce any right or

benefit  created by or granted under this Agreement, the prevailing party  in

each  respective such action or proceeding shall be entitled, in addition  to

any and all other relief granted by a court or other tribunal or body, as may

be appropriate, to an award in such action or proceeding of that sum of money

which  represents the attorneys' fees reasonably incurred by  the  prevailing

<PAGE>

party  therein  in  filing or otherwise instituting  and  in  prosecuting  or

otherwise pursuing or defending such action or proceeding, and, additionally,

the  attorneys'  fees  reasonably  incurred  by   such  prevailing  party  in

negotiating any and all matters underlying such action or proceeding  and  in

preparation for instituting or defending such action or proceeding.

     IN  WITNESS WHEREOF, the parties have entered into this Agreement as  of

the date first set forth above.

                         "CORPORATION"
                         MILLENNIUM PLASTICS CORPORATION
                          a Nevada corporation



                         By:



                         "OPTIONEE"

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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