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SERVICE AGREEMENT
This AGREEMENT (The Agreement) is entered into as of the 3rd day of January 1999
by and among, between Millenia Hope Inc. incorporated under the laws of the
State of Delaware, United States of America and dimciled at 333 West Wacker
Drive, Chicago Illinois, USA (`Millenia or Purchaser') and Richgold Corporations
SA, incorporated under the laws of the Republic of Panama, and domiciled at The
World Trade Center Building in Panama City, Panama (`Richgold' or `Service
Provider').
Whereas Millenia is desirous to hire Richgold to market regional licenses that
allows the license holder to sell MALAREX in exclusivity to any one else in a
specific region.
Whereas Richgold has agreed to Millenia's proposal.
Now therefore, in consideration of the covenants and agreements herein
contained, the parties agree as follows:
1. That Richgold shall provide the following services to Millenia: It will
research, discuss and negotiate regional licensing agreements with any
prospective customers subject to any prudent business restraints and
conditions that Millenia may impose.
2. That Richgold is to be paid one million four hundred and sixty five
thousand dollars ($1,465,000) US for the services agreed to in paragraph
number one. That Richgold guarantees that it will deliver regional
licensing agreements with a minimum value of two and half million dollars
($2,500,000) US over the next (24) months. That should it fail to do so, it
will refund in whole or in part its agreed upon fee proportionate to the
actual value of the regional licenses sold.
3. That it is agreed that Millenia has the right to compensate Richgold in
whole or in part with common shares of Millenia.
4. That not withstanding is the fact that paragraph two has affixed a minimum
sales level to be attained by Richgold, Richgold will make a determined
effect to sell as many licensing agreements as is possible and as is in the
best interest of Millenia.
5. This agreement contains the entire understanding of the parties hereto with
respect to the subject matter herein contained an no amendment of
modification of this Agreement shall be valid unless expressed in a written
instrument executed by the parties hereto of their respective successors.
This Agreement supersedes all prior written or verbal agreements or
understandings between Seller and Purchaser.
6. No waiver of any provision, or any breach or default of the Agreement,
shall be considered valid unless in writing and signed by the party giving
such waiver, and no waiver shall be deemed a waiver of any other provision
or any subsequent breach or default of a similar nature.
7. The validity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement
shall be constructed in in all respects as if such invalid or unenforceable
provisions were omitted.
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8. Each party to this Agreement will, at the request of the other, execute and
deliver to such other party all further endorsements and documents as such
other party or shall reasonably request in order to consummate and perfect
the transaction contemplated by this Agreement.
9. This Agreement may be executed in two or more counterparts, and all
counterparts so executed shall constitute one agreement binding on all
parties hereto.
10. Any notice of other communication permitted or required to be given
hereunder Shall Deemed to have been given upon (i) mailing by first class
registered mail or certified mail, return receipt requested and postage
prepaid (ii) personal delivery, (iii) delivery by Federal Express or other
overnight courier or (iv) delivery by telefax (with a copy by any one of
the other three methods specified above), in each case addressed to the
parties as set forth above.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
Millenia Hope Inc.
By:________________________________________
Name: Leonard Stella
Title:President
Richgold Corporations SA
By:_________________________________________
Name: Reuben Armanta
Title:Director
