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.
<PAGE>
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
