Exhibit 10.7.2


Ratification and Extension Agreement


          THIS Agreement is made and entered into
this 6th day of August, 2008, by and between Millennium Group Worldwide
Incorporated, a Florida corporation with its principal place of business at
2825 N. 10th Street, St. Augustine, Florida 32084 (“MGW”), and LEMAN TRADING 33 (PTY) LTD with a
principal place of business at De Waterkant Building, Helderberg Street,
Stellenbosch, 7600 (hereinafter referred to as “Leman Trading”).


          WHEREAS,
MGW have entered into a Shareholders Agreement dated October 16, 2005 (the
“Prior Shareholders Agreement”); 


          WHEREAS,
the Prior Shareholders Agreement Amendment dated November 28th ,
2007 (at Section Now, Therefore, Paragraph 2) was conditioned upon MGW
obtaining adequate funding under its Form S-1 Registration, such period of time
having already expired as a function of the registration and review process;            


          WHEREAS,
both MGW and Leman Trading wish to ratify the Prior Shareholders Agreement
Amendment and extend the period that will satisfy the Section Now, Therefore,
Paragraph 2 condition as to timing. 


          NOW,
THEREFORE, the parties agree as follows:


	
 

	
 

	
 


	
 

	
1.

	
MGW and
  Leman Trading hereby ratify the Prior Shareholders Agreement and Amendments
  in all respects; 


	
 

	
 

	
 


	
 

	
2.

	
Section
  (Now, Therefore, Paragraph 2) relating to timing of funding is extended to no
  later than October 15, 2008; or immediately after the appropriate funding is
  available from the offering; and 


	
 

	
 

	
 


	
 

	
3.

	
This
  Agreement, together with the Prior Shareholders Agreement and Amendments as
  hereby incorporated by reference, constitutes the entire understanding
  between the parties relating to the subject matter hereof, and no amendment
  or modification to this Agreement shall be valid or binding upon the parties
  unless made in writing and signed by each party.


	
 

	
 

	
 


	
 

	
4.

	
Should Leman
  Trading be forced to purchase the shareholding of West River Development
  Company (Pty) Ltd (“WRDC”), prior 1 June 2008, MGW shall be notified
  immediately and in the event that they are not able to provide the funding,
  Leman Trading shall have the right to arrange alternative funding on terms
  acceptable to Leman Trading.





In the event
that MGW is not able to provide funding as required by Leman Trading, the
parties agree that the Prior Shareholders’ Agreement, the agreement in respect
of the Hall of Fame and the deposit provided in terms of the WRDC-transaction
shall be the only binding agreements between the parties.






          IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
first written above.


	
 

	
 


	
MILLENNIUM GROUP WORLD INCORPORATED 

	
LEMAN TRADING 33 (PTY) LTD, INC.


	
 

	
 


	
/s/ Julius
  Jackson, Sr.

	
/s/


	


	



	
(Signature)

	
(Signature)


	
 

	
 


	
Julius
  Jackson, Sr.

	
 


	


	



	
(Typed or
  Printed Name and Title)

	
(Typed or
  Printed Name and Title)










	
 

	
 


	
FLORIDA A550CIATION OF REALTORS®

	
I Ile I IIWT1d5 Law group, r.M.


	
 

	
445
  East Palmetto Park Road


	
 

	
Boca Raton, FL
  33432


	
 

	
Tel 561-363-7474 Fax 661-368-0293








	
 

	
 

	
 


	
 

	
Addendum No. 7 _____to the Contract dated 2/25/07
  ___________between


	
 

	
 

	
 

	
 


	
 

	
Cameron Jacobs

	
 

	
 


	
 

	


	


	



	
 

	


	
 

	
 


	
 

	
and
  Millennium group Worldwide inc. 

	
 

	
___________________          _________________


	
 

	
concerning
  the property described as:

	
 

	
 


	
 

	
See Exhibit A
atgdied hereto and Incoreated herein 

	
 

	
_________________________________________


	
 

	
 

	
 

	
 


	


	


	


	



	
 

	
 

	
 

	
 


	


	


	


	









	
 


	
(the
  “Contract”). Buyer and Seller make the following terms and conditions part
  of the
  Contract:


	
 


	
1. The legal description attached hereto as Exhibit A Is the legal
  description of the property,
  


	
 


	



	
2.
  Paragraph BOA line 183 of the
  Contract is hereby modified to substitute “ single
  family residential “ in place of “Vacant
  Platted Lots’’.


	



	
 


	



	
3. The
Parties hereby agree that all Buyers obligations in this Contract shall be
contingent on the completion of the Initial Public Offering
(“!PO”) placed by Buyer on or before August 17, 2007. At all times during the
!PO process, this agreement shalt remain in full force and effect. In
the event the funding requirements of the IPO are not met
and this transaction closed, on or before
October 15, 2008, this agreement shall automatically terminate and
the parties shall be released from all obligations herein. 


	



	



	



	
4. Buyer may assign this agreement to an entity
  controlled by Buyer without Seller’s prior consent.


	



	



	



	



	



	



	



	



	



	



	



	









	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Millennium Group
  Worldwide, Inc.


	
 

	
 

	
 

	
 

	
 


	
Date:
  

	
July 8, 2008

	
 

	
Buyer:

	
/s/
  Julius Jackson, Sr.


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
Julius Jackson, Sr,
  President


	
 

	
 

	
 

	
 

	
 


	
Date:

	
 

	
 

	
Buyer:

	
 


	
 

	


	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
Date:
  

	
July 8, 2008

	
 

	
Seller:

	
Cameron Jacobs


	
 

	
 

	
 

	
 

	
 


	
Date;

	
 

	
 

	
Seller:

	
/s/


	
 

	


	
 

	
 

	






AGSP-2
Rev. 5/24 dill 1994 Fforida Association of REALTORSOAG Rights Reserved. Licensed
to Ma Slat.          User Reg* S-3Y0334M3530/1C20L-1021


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EA1-1_1151 1 A


Lots
17 and 1.8, 27-45, 51-50, 61-71, 83 and 84, 85-89, 92, 101-105, 197-1161
117, 118, 125-132, 133 and 134,
145-156,172, 173, /74, 175, 176-187, 189 and /90, 205-216, 217 and 218,
219-224, 227-228, 243-251,
449-453,458-464, 471-476, 477-481 and 482-493, COLLIER HEIGHTS, according to the plat thereof, recorded in Map Book
8, Page(s) 2 of the Public Records of St. lams County, Florida.