<PAGE>

                                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