MILLENNIUM SOFTWARE INC
10SB12G/A, EX-10.3, 2000-10-18
BUSINESS SERVICES, NEC
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                         Loan Agreement with A.M Bigwood

WHEREAS,  Anthony Michael Bigwood,  2277 Lawson Avenue,  West Vancouver,  BC V7V
2E3,  Canada,  and Abacus  Systems Ltd and General Audit Systems.  Inc,  private
companies  controlled by him, have advanced loans amounting in total to $121,400
to the Company to June 30, 2000:

AND, The purpose of the loans is to provide working capital for the Company. AND
loans have been provided for the Company in the following amounts:

  Dates                               Loans
                                    Advanced
--------------------------------------------

02/96 -    12/31/97                 $ 37,763
01/01/98 - 09/30/98                 $  1,010
10/01/98 - 12/31/98                      Nil
01/01/99 - 03/31/99                 $ 27,996
04/01/99 - 06/30/99                 $  4,607
07/01/99 - 09/30/99                 $ 13,537
10/01/99 - 12/31/99                 $ 10,000
01/01/00 - 03/31/00                 $ 16,896
04/01/00 - 06/30/00                 $  9,591
--------------------------------------------
        Total                       $121,400

AND,  that A.M Bigwood and companies  controlled by him have received  5,107,500
common shares at $0.01 per share in lieu of cash repayment of debt, as follows:

Dates                       Loans    Shares    Reduction       Loan balance
                           Advanced  Issued    in debt          0wing to
                                                                     Mr. Bigwood
--------------------------------------------------------------------------------

02/96 -    12/31/97       $ 37,763                             $  37,763
01/01/98 - 09/30/98       $  1,010                             $  38,773
10/01/98 - 12/31/98            Nil                             $  38,773
01/01/99 - 03/31/99       $ 27,996                             $  66,769
04/01/99 - 06/30/99       $  4,607                             $  71,376
07/01/99 - 09/30/99       $ 13,537   3,050,000   $30,500       $  54,413
10/01/99 - 12/31/99       $ 10,000       7,500   $    75       $  64,338
01/01/00 - 03/31/00       $ 16,896   2,050,000   $20,500       $  60,734
04/01/00 - 06/30/00       $  9,591                             $  70,325
--------------------------------------------------------------------------------
               Totals     $121,400   5,107,500   $51,075       $  70,325

THEN, it is hereby  agreed that the terms of these loans are as follows:


1.   The loans are interest free.
2.   The loans are  repayable  on immediate  demand in common  shares in lieu of
     cash.
3.   The value of shares  issued,  and to be issued,  in  settlement of the said
     loans is  determined by  calculating  the value of  shareholder  equity per
     share at the most  recently  available  financial  statement,  or $0.01 per
     share, whichever value is greater at the time of issue.

The balance of loans outstanding at June 30, 2000 amounted to $70,325.

In this  agreement  the term  "repayable  on immediate  demand"  means that upon
receipt by the Company of a written  request from  A.M.Bigwood  for repayment of
the  balance of  outstanding  loans by  issuance  of shares,  the  Company  will
authorize  the  issuance of shares of common stock within seven (7) working days
from receipt of the written  request from Mr.  Bigwood,  in full accordance with
the terms of the agreement.

The effective date of this loan agreement is September 7, 2000.

Signed by A.M Bigwood               Signed by Millennium Software, Inc.


/s/ Anthony Bigwood                         /s/ Anthony Bigwood
 A.M. Bigwood                               A.M. Bigwood/President

7th September, 2000                         7th September, 2000




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