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 domiciled at 000 Xxxx Xxxxxx
Xxxxx, Xxxxxxx Xxxxxxxx, XXX (`Millenia or Purchaser`) and Richgold Corporations
SA, incoporated 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 to
sell MALAREX to corporations indigenous to these regions.
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) U.S. 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) U.S. over the next
twenty four (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 delivered.
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 or 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 all respects as if such invalid or unenforceable provisions
were omitted.
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 ceritified 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: Xxxxxxx Xxxxxx
Title: President
Richgold Corporations SA
By:______________________
Name:Xxxxxx Xxxxxxx
Title: Director
