EXHIBIT
10.1


ESCROW
AGREEMENT (PUBLIC OFFERING)


AGREEMENT made this day of 28 day of June, 2007 by and among The
Millennium Group Worldwide, Inc., whose address is: 2825 North 10th Street, St.
Augustine, Florida 32084, (the “lssuer”) and Miami Escrow Services, Inc., whose
address is: 2520 SW 22nd Street, Suite 2-143, Coral Gables, Florida 33145, (the
“Escrow Agent”).


WITNESSETH:


          WHEREAS,
the lssuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”)
covering a proposed public offering of its securities as described on the
information Sheet;


          WHEREAS the
lssuer proposes to offer the Securities for sale to the public with respect to
the Minimum Securities Amount and Minimum Dollar Amount and at the price per
share or other unit all as set forth on the information Sheet;


          WHEREAS the
lssuer proposes to establish an escrow account (the “Escrow Account”), to
which subscription monies which are received by the Escrow Agent and the Escrow
Agent is willing to establish the Escrow Account on the terms and subject to
the conditions hereinafter set forth; and


          WHEREAS,
the Escrow Agent will establish a bank account (the “Bank Account”) at an FDlC
insured financial institution located in the State of Florida into which the
subscription monies received by the Escrow Agent are to be deposited to the
Escrow Account;


          NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto hereby agree as follows:


          1.          
Information Sheet. Each capitalized term not otherwise defined in this
Agreement shall have the meaning set forth for such term on the information
sheet which is attached to this Agreement and is incorporated by reference
herein and made a part hereof (the “information Sheet”).


          2.          
Establishment of the Bank Account.


          2.1 Except
as to subscriptions, from residents of Ohio, Pennsylvania and Tennessee the
Escrow Agent shall establish a non-interest-bearing bank account at an FDlC
insured financial institution located in the State of Florida selected by the
Escrow Agent, and bearing the designation set forth on the Information Sheet
(heretofore defined as the “Bank Account”). The purpose of the Bank Account is
for (a) the deposit of all subscription monies (checks, cash or wire transfers)
which are received by the Escrow Agent from prospective purchasers of the
Securities, (b) the holding of amounts of subscription monies which are
collected through the banking system, and (c) the disbursement of collected
funds, all as described herein. Interest will be paid on subscriptions from
residents of Ohio, Pennsylvania and Tennessee unless the associated minimum is
raised ($3,000,000 as to Pennsylvania and $37,500,000 as to Ohio and Tennessee)
within 90 days of the registration being declared effective.


          2.2 On or
before the date of the initial deposit in the Bank Account pursuant to this
Agreement, the lssuer shall notify the Escrow Agent in writing of the effective
date of the Registration Statement (The “Effective Date”), and the Escrow Agent
shall not be required to accept any amounts for credit to the Escrow Account or
for deposit in the Bank Account prior to its receipt of such notification.


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          2.3 The
Offering Period, which shall be deemed to commence on the Effective Date, shall
consist of the number of calendar days or business days set forth on the
information Sheet. The Offering Period shall be extended by an Extension Period
only if the Escrow Agent shall have received written notice thereof at least
five (5) business days prior to the expiration of the Offering Period. The
Extension Period, which shall be deemed to commence the next calendar day following
the expiration of the Offering Period, shall consist of the number of calendar
days or business days set forth on the information Sheet. The last day of the
Offering Period, or the last day of the Extension Period (if the Escrow Agent
has received written notice thereof as hereinabove provided), is referred to
herein as the “Termination Date”. Except as provided in Section 4.3 hereof,
after the Termination Date the lssuer shall not deposit, and the Escrow Agent
shall not accept, any additional amounts representing payments by prospective
purchasers.


          3.          Deposits
to the Bank Account.


          3.1 Upon
the Escrow Agent’s receipt of such monies, they shall be credited to the Escrow
Account. All checks delivered to the Escrow Agent shall be made payable to
“Miami Escrow Services, Inc., as Escrow Agent for the offering by the Issuer”.
Any check payable other than to the Escrow Agent as required hereby shall be
returned to the prospective purchaser, or if the Escrow Agent has insufficient
information to do so, then to the lssuer (together with any Subscription
Information, as defined below or other documents delivered therewith) as soon
as practicable following receipt of such check by the Escrow Agent, and such
check shall be deemed not to have been delivered to the Escrow Agent pursuant
to the terms of this Agreement.


          3.2
Promptly after receiving subscription monies as described in Section 3.1, the
Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so
deposited are hereinafter referred to as “Escrow Amounts”. Simultaneously with
each deposit to the Escrow Account or the Issuer, shall inform the Escrow Agent
in writing of the name and address of the prospective purchaser, the amount of
Securities subscribed for by such purchaser, and the aggregate dollar amount of
such subscription deposit into the Bank Account checks which are not
accompanied by the appropriate Subscription Information. Wire transfers
representing payments by prospective purchasers shall not be deemed deposited
in the Escrow Account until the Escrow Agent has received in writing the
Subscription information required with respect to such payments.


          3.4 The
Escrow Agent shall not be required to accept in the Escrow Account any amounts
representing payments by prospective purchasers, whether by check, or wire,
except during the Escrow Agent’s regular business hours.


          3.5 Only
those Escrow Amounts, which have been deposited in the Bank Account and which
have cleared the banking system and have been collected by the Escrow Agent,
are herein referred to as the “Fund”.


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          3.6 If the proposed offering is terminated
before the Termination Date, the Escrow Agent shall refund any portion of the
Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon
instructions in writing signed by the Issuer.


          4.          
Disbursement from the Bank Account.


          4.1 Subject
to Section 4.3 below, if by the close of regular banking hours on the
Termination Date the Escrow Agent determines that the amount in the Fund is
less than the Minimum Dollar Amount or the Minimum Securities Amount, as
indicated by the Subscription information submitted to the Escrow Agent, then
in either such case, the Escrow Agent shall promptly refund to each prospective
purchaser the amount of payment received from such purchaser which is then held
in the fund or which thereafter clears the banking system, without interest
thereon ( except as to subscriptions from residents of the states of Ohio,
Pennsylvania and Tennessee) or deduction therefrom, by drawing checks on the
Bank Account for the amounts of such payments and transmitting them to the
purchasers. In such event, the Escrow Agent shall promptly notify the lssuer of
its distribution of the Fund. Interest will be paid on subscriptions from
residents of Ohio, Pennsylvania and Tennessee unless the associated minimum is
raised ($3,000,000 as to Pennsylvania and $37,500,000 as to Ohio and Tennessee)
within 90 days of the registration being declared effective. 


          4.2 Subject
to Section 4.3 below, if at any time up to the close of regular banking hours
on the Termination Date, the Escrow Agent determines that the amount in the
Fund is at least equal to the Minimum Dollar Amount and represents the sale of
not less than the Minimum Securities Amount, the Escrow Agent shall promptly
notify the lssuer of such fact in writing. The Escrow Agent shall promptly
disburse the Fund, by drawing checks on the Bank Account in accordance with
instructions in writing signed by both the lssuer as to the disbursement of the
Fund, promptly after it receives such instructions.


          4.3 [This provision applies only if a Collection
Period has been provided for by the appropriate indication on the information
Sheet.] If the Escrow Agent has on hand at the close of business on the
Termination Date any uncollected amounts which when added to the fund would
raise the amount in the Fund to the Minimum Dollar Amount, and result in the
Fund representing the sale of the Minimum Securities Amount, the Collection
Period (consisting of the number of business days set forth on the information
Sheet) shall be utilized to allow such uncollected amounts to clear the banking
system. During the Collection Period the Issuer shall not deposit, and the
Escrow Agent shall not accept, any additional amounts; provided, however, that
such amounts as were received by the lssuer by the close of business on the
Termination Date may be deposited with the Escrow Agent by noon of the next
business day following the Termination Date. If at the close of business on the
last day of the Collection Period an amount sufficient to raise the amount in
the fund to the Minimum Dollar Amount and which would result in the fund
representing the sale of the Minimum Securities Amount shall not have cleared
the banking system, the Escrow Agent shall promptly notify the lssuer in
writing of such fact and shall promptly return all amounts then in the fund,
and any amounts which thereafter clear the banking system, to the prospective
purchasers as provided in Section 4.2 hereof.


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          4.4 Upon
disbursement of the Fund pursuant to the terms of this Article 4, the Escrow
Agent shall be relieved of all further obligations and released from all
liability under this Agreement. It is expressly agreed and understood that in
no event shall the aggregate amount of payments made by the Escrow Agent exceed
the amount of the Fund.


          5. Rights,
Duties and Responsibilities of Escrow Agent. It is understood and agreed
that the duties of the Escrow Agent are purely ministerial in nature, and that:


          5.1 the
Escrow Agent shall notify the lssuer of the Escrow Amounts which have been
deposited in the Bank Account and of the amounts, constituting the Fund, which
have cleared the banking system and have been collected by the Escrow Agent.


          5.2 The
Escrow Agent shall not be required to accept from the lssuer any Subscription
information pertaining to prospective purchasers unless such Subscription information
is accompanied by checks or wire transfers meeting the requirements of Section
3.1, nor shall the Escrow Agent be required to keep records of any information
with respect to payments deposited by the lssuer except as to the amount of
such payments; however, the Escrow Agent shall notify the lssuer within a
reasonable time of any discrepancy between the amount set forth in any
Subscription information and the amount delivered to the Escrow Agent
therewith. Such amount need not be accepted for deposit in the Escrow Account
until such discrepancy has been resolved.


          5.3 The
Escrow Agent shall be under no duty or responsibility to enforce collection of
any check delivered to it hereunder. The Escrow Agent, within a reasonable
time, shall return to the Subscriber any check received which is dishonored,
together with the Subscription information, if any, which accompanied such
check.


          5.5 The
Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon
the contents, and assume the genuineness of any notice, instruction,
certificate, signature, instrument or other document which is given to the
Escrow Agent pursuant to this Agreement without the necessity of the Escrow
Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be
obligated to make any inquiry as to the authority, capacity, existence or
identity of any person purporting to give any such notice or instructions or to
execute any such certificate, instrument or other document.


          5.6 If the
Escrow Agent is uncertain as to its duties or rights hereunder or shall receive
instructions with respect to the Bank Account, the Escrow Amounts of the Fund
which, in its sole determination, are in conflict either with other
instructions received by it or with any provision of this Agreement, it shall
be entitled to hold the Escrow Amounts, the fund, or a portion thereof, in the
Bank Account pending the resolution of such uncertainty to the Escrow Agent’s
sole satisfaction, by final judgment of a court or courts of competent
jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit
the fund (and any other Escrow Amounts that thereafter become part of the fund)
with the Clerk of a court of competent jurisdiction in a proceeding to which
all parties in interest are joined. Upon the deposit by the Escrow Agent of the
Fund with the Clerk of any court, the Escrow Agent shall be relieved of all
further obligations and released from all liability hereunder.


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          5.7 The
Escrow Agent shall not be liable for any action taken or omitted hereunder, or
for the misconduct of any employee, agent or attorney appointed by it, except
in the case of willful misconduct or gross negligence. The Escrow Agent shall
be entitled to consult with counsel of its own choosing and shall not be liable
for any action taken, suffered or omitted by it in accordance with the advice
of such counsel.


          5.8 The
Escrow Agent shall have no responsibility at any time to ascertain whether or
not any security interest exists in the Escrow Amounts, the fund or any part
thereof or to file any financing statement under the Uniform Commercial Code
with respect to the fund or any part thereof.


          6. Amendment;
Resignation. This Agreement may be altered or amended only with the written
consent of the lssuer and the Escrow Agent. The Escrow Agent may resign for any
reason upon three (3) business days’ written notice to the Issuer. Should the
Escrow Agent resign as herein provided, it shall not be required to accept any
deposit, make any disbursement or otherwise dispose of the Escrow Amounts or
the Fund, but its only duty shall be to hold the Escrow Amounts until they
clear the banking system and the Fund for a period of not more than five (5)
business days following the effective date of such resignation, at which time
(a) if a successor escrow agent shall have been appointed and written notice
thereof (including the name and address of such successor escrow agent) shall
have been given to the resigning Escrow Agent by the lssuer and such successor
Escrow Agent, then the resigning Escrow Agent shall pay over to the successor
escrow agent the Fund, less any portion thereof previously paid out in
accordance with this Agreement; or (b) if the resigning Escrow Agent shall not
have received written notice signed by the lssuer and a successor escrow agent,
then the resigning Escrow Agent shall promptly refund the amount in the Fund to
each prospective purchaser, without interest thereon (except as to subscriptions
from residents of Ohio, Pennsylvania and Tennessee) or deduction therefrom, and
the resigning Escrow Agent shall promptly notify the lssuer in writing of its
liquidation and distribution of the fund; whereupon, in either case, the Escrow
Agent shall be relived of all further obligations and released from all
liability under this Agreement. Without limiting the provisions of Section 8
hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the
lssuer for any expenses incurred in connection with its resignation, transfer
of the Fund to a successor escrow agent or distribution of the fund pursuant to
this Section 6.


          7. Representations
and Warranties. The Issuer hereby jointly and severally represent and
warrant to the Escrow Agent that:


          7.1 No party
other than the parties hereto and the prospective purchasers have, or shall
have, any line, claim or security interest in the Escrow Amounts or the fund or
any part thereof.


          7.2 No
financing statement under the Uniform Commercial Code is on file in any
jurisdiction claiming a security interest in or describing (whether
specifically or generally) the Escrow Amounts or the fund or any part thereof.


          7.3 The
Subscription information submitted with each deposit shall, at the time of
submission and at the time of the disbursement of the Fund, be deemed a
representation and warranty that such deposit represents a bona fide payment by
the purchaser described therein for the amount of Securities set forth in such
Subscription Information.


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          7.4 All of
the information contained in the information Sheet is, as of the date hereof,
and will be, at the time of any disbursement of the Fund, true and correct.


          8. Fees
and Expenses. The Escrow Agent shall be entitled to the Escrow Agent Fees
set forth on the information Sheet, payable as and when stated therein. In
addition, the lssuer agrees to reimburse the Escrow Agent for any reasonable
expenses incurred in connection with this Agreement, including, but not limited
to, reasonable counsel fees. Upon receipt of the Minimum Dollar Amount, the
Escrow Agent shall have a lien upon the Fund to the extent of its fees for
services as Escrow Agent.


          9. Indemnification
and Contribution.


          9.1 The
lssuer referred to as the “lndemnitor” agrees to indemnify the Escrow Agent and
its officers, directors, employees, agents and shareholders (collectively
referred to as the “lndemnitees”) against, and hold them harmless of and from, any
and all loss, liability, cost, damage and expense, including without
limitation, reasonable counsel fees, which the lndemnitees may suffer or incur
by reason of any action, claim or proceeding brought against the lndemnitees
arising out of or relating in any way to this Agreement or any transaction to
which this Agreement relates, unless such action, claim or proceeding is the
result of the willful misconduct or gross negligence of the indemnitees.


          9.2 If the
indemnification provided for in Section 9.1 is applicable, but for reason is
held to be unavailable, the lndemnitor shall contribute such amounts as are
just and equitable to pay, or to reimburse the Indemnities for, the aggregate
of any and all losses, liabilities, costs, damages and expenses, including
counsel fees, actually incurred by the lndemnitees as a result of or in
connection with, and any amount paid in settlement of, any action, claim or
proceeding arising out of or relating in any way to any actions or omissions of
the Indemnitor.


          9.3 The
provisions of this Article 9 shall survive any termination of this Agreement,
whether by disbursement of the Fund, resignation of the Escrow Agent or
otherwise.


          10. Governing
Law and Assignment. This Agreement shall be construed in accordance with
and governed by the laws of the State of Florida and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that any assignment or transfer by any party of its rights under this Agreement
or with respect to the Escrow Amounts or the Fund shall be void as against the
Escrow Agent unless (a) written notice thereof shall be given to the Escrow
Agent; and (b) the Escrow Agent shall have consented in writing to such
assignment or transfer.


          11. Notices. All notices
required to be given in connection with this Agreement shall be sent by
registered or certified mail, return receipt requested, or by hand delivery
with receipt acknowledged, or by the Express Mail service offered by the United
States Post Office, and addressed, if to the Issuer at their respective address
set forth on the Information Sheet, and if to the Escrow Agent, at its address
set forth above.


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          12. Severability. If any
provision of this Agreement or the application thereof to any person or
circumstance shall be determined to be invalid or unenforceable, the remaining
provisions of this Agreement or the application of such provision to persons of
circumstances other than those to which it is held invalid or unenforceable
shall not be affected thereby and shall be valid and enforceable to the fullest
extent permitted by law.


          13. Execution in Several
Counterparts. This Agreement may not be executed in several counterparts or
by separate instruments, all of such counterparts and instruments shall
constitute one agreement, binding on all of the parties hereto.


          14. Entire Agreement. This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings (written or oral) of the parties in connection therewith.


          IN WITNESS
THEREOF, the undersigned have executed this Agreement as of the day and year
first above written.


	
 

	
 


	
Signed, sealed and
  delivered in the presence of:

	
ISSUER:  


	
 

	
 


	
 

	
THE MILLENNIUM
GROUP WORLDWIDE, INC 


	
 

	
 


	
_____________________________

	
By:_____________________________


	
 

	
 


	
Print
  Name:____________________

	
Print


	
 

	
 


	
Name:______________________

	
 


	
 

	
 


	
Title:____________________________

	
_____________________________


	
 

	
 


	
Print
  Name:_____________________

	
 





(ESCROW AGENT3 SIGNATURE ON THE
FOLLOWING PAGE)


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ESCROW AGENT: 


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ESCROW AGREEMENT INFORMATION
SHEET


1.          The
lssuer


Name: The Millennium Group Worldwide, Inc.


Address: 2825 North 10th street, St. Augustine, Florida 32084


State of Incorporation of Organization: Florida


2.          The
Securities


Description of the securities to be offered (e.g., shares of or
warrants for common stock, debentures, units consisting share and warrants,
etc.)


______________________________________________________


Par value, if any
_________________________________________________________________


Offering price per share/unit/other ___________________________________________________


3.          Minimum
Amounts Required for Disbursement of the Escrow Account


Aggregate dollar amount which must be collected before the Escrow
Account may be disbursed to the lssuer (“Minimum Dollar Amount”)
   $3,000,000.00


Total amount of securities which must be subscribed for before the
Escrow Account may be disbursed to the Issuer (“Minimum Securities Amount”)   $3,000,000.00


4.          Plan
of Distribution of the Securities


	
 

	
 

	
 


	
Offering Period:

	
 

	
calendar/business
  days


	
 

	
 

	
 


	
Extension Period,
  if any;

	
 

	
calendar/business
  days


	
 

	
 

	
 


	
Collection Period,
  if any 10

	
 

	
business days





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5.           Title of
Escrow Account:
          Miami Escrow
Services, Inc.


Escrow Agent for the offering by: The Millennium Group Worldwide, Inc.


6.          Professional
Accounting Fees $10,000.00 based on approximately 500 subscribers plus out of
pocket costs subject to adjustment if more than 500 subscribers. Out of pocket
costs incurred by the Escrow Agent including postage and stationery.


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