MILLENNIUM AMERICA INC S-1/A

MILLENNIUM S-1, AM #2

EXHIBIT 1.1

EXHIBIT 3.1(A)

EXHIBIT 3.1(B)

EXHIBIT 3.2

EXHIBIT 4.1

EXHIBIT 5.1

EXHIBIT 11.1

EXHIBIT 12.1

EXHIBIT 21.1

EXHIBIT 23.1(A)

EXHIBIT 25.1