RECITALS

                             AMENDMENT NO. 1 TO
                  LICENSE AND MATERIALS PURCHASE AGREEMENT

      THIS  AMENDMENT  NO.  1  TO  LICENSE AND MATERIALS  PURCHASE  AGREEMENT
("Amendment  No.  1")  is  made and entered into effective  the  1st  day  of
October,  2001,  by  and  between Millennium Plastics Corporation,  a  Nevada
corporation (referred to herein as "Millennium"), and T-PLEX TECHNOLOGIES,  a
Nevada corporation ("Licensee").

                                  RECITALS

      A.    Millennium  and  Licensee entered into a  license  and  materials
purchase  agreement on January 24, 2001 (the "Agreement") providing  for  the
exclusive license under Millennium's SolplaxT Technology for use in  T-PlexT,
a plastic stretch film to be utilized for protecting fully assembled vehicles
while being transported;

      B.   The Agreement term is for three (3) years beginning on the date of
the execution of the Agreement, January 24, 2001;

     C.   Due to an exceedingly long registration process with the Securities
and  Exchange  Commission (the "Registration"), Licensee has been  unable  to
commence actual operations and begin to use the license;

      D.   Under the terms of the Agreement, Licensee is required to commence
sales within twelve months of the date of the Agreement;

     E.   Millennium and Licensee desire to amend the Agreement to modify the
date  on which the term of the Agreement will begin and the date within which
Licensee is to commence sales; and

      F.   Millennium and Licensee desire to amend the Agreement pursuant  to
this Amendment No. 1.

      NOW,  THEREFORE, for and in consideration of the foregoing, and of  the
mutual  covenants, agreements, undertakings, representations  and  warranties
contained herein, the parties hereto agree as follows:

1.   Term; Effective Date: The term of the license granted under the
     Agreement shall commence as of the date the Registration is declared
     effective by the Securities and Exchange Commission (the "Effective
     Date") and continue for a three (3) year term.

2.   Commencement of Sales:  Section 6.3.2 of the Agreement shall be  amended
     to read as follows:

          6.3.2      Should Licensee fail to commence sales of Licensed Tools
               within  twelve  (12) months from the Effective  Date  of  this
               Agreement,  Millennium shall have the option  to  convert  the
               license  hereunder to a non-exclusive license upon sixty  (60)
               days prior written notice to Licensee.



      3.    Other than as specifically provided in this Amendment No. 1,  all
other provisions of the Agreement shall remain in full force and effect,  the
Agreement as amended by this Amendment No. 1 constituting the sole and entire
agreement  between  the  parties  as to the  matters  contained  herein,  and
superseding any and all conversations, letters and other communications which
may  have  been  disseminated by the parties relating to the  subject  matter
hereof, all of which are void and of no effect.

     IN  WITNESS WHEREOF, the parties have executed this Amendment as of  the
date first above written.

"Millennium"                     "Licensee"

Millennium Plastics Corporation  T-Plex Technologies


By: /s/ Xxxx Xxxxxxxx           By:/s/ Xxxxxx Xxxxxx
_______________________________  _________________________________
Xxxx Xxxxxxxx, President         Xxxxxx Xxxxxx, President