EXHIBIT 10.19


ESCROW
AND SUBORDINATION AGREEMENT


This
Agreement, dated October __, 2008, is entered into by and between Millennium
Group Worldwide Incorporated (the “Company”), Miami Escrow Services, Inc. (the
“Escrow Agent”), as well as the following individuals: Julius Jackson, Sr.,
Newall J. Daughtrey, Timothy M. Lane, Richard Corrigan, Joseph Krall, Ronald
Avery, Charles H. Perkins, Mary White, Patricia J. Braynon, Robert Curbelo,
Ronald J. Hoston, Joseph Johnson, Jr., Thomas S. Kornegay, Dr. W. David Lee,
Gordon G. Murdock and Carl N. Duncan (the “Shareholders”).


The Company
has filed a registration application (File No. 59415) with the Ohio Division of
Securities (the “Division”), 77 South High Street – 2nd Floor,
Columbus, Ohio 43215 - 6131 pursuant to Administrative Code Sections
1301:6-3-09(C) and 1301:6-3-091(E) as well as Revised Code Sections
1707.01(Q)and 1707-09(E). As a condition for the approval of the registration
application by the Division, Shareholders have agreed to escrow certain shares
subject to the terms of this Agreement. The terms of this Agreement commence
upon being declared effective concurrently in Ohio, other states where
qualified and with the SEC.


Therefore,
Shareholders have deposited with the Escrow Agent certificates evidencing ___________
shares of Millennium Group Worldwide Incorporated stock and the Escrow
Agent acknowledges receipt thereof. See Exhibit A, incorporated in and a part
of this Agreement, which details the Escrowed Shares.


Therefore,
with respect to the Escrowed Shares provided the Escrow Agent, the
Shareholders, the Company and the Escrow Agent agree as follows:


	
 

	
 

	
 


	
1.

	
The Escrowed
  Share certificates shall bear the following legend:


	
 

	
 


	
 

	
“These
  shares are subject to certain restrictions, including escrow and
  subordination, and may not be transferred without compliance with the Escrow
  and Subordination Agreement, dated September __, 2008. This legend may be
  removed only if the shares are released from escrow by the terms of the
  Agreement.”


	
 

	
 


	
2.

	
The Escrowed
  Shares shall not be assigned, sold, hypothecated, pledged, transferred, or
  otherwise disposed (except by will, descent, or operation of law) until
  released from escrow.


	
 

	
 


	
3.

	
Except as
  otherwise provided by this Agreement, any dividend, cash, stock, or property
  paid or issued with respect to the Escrowed Shares and any dividend, cash,
  stock or property paid or issued with respect to the Escrowed Shares by
  reason of any exchange of shares, merger, consolidation, recapitalization,
  reorganization or similar business combination shall be paid over to the
  Escrow Agent unless otherwise specifically provided in this Agreement.


	
 

	
 


	
4.

	
In the event
  the Company makes a distribution to its shareholders in connection with the
  liquidation, dissolution, bankruptcy, receivership, or sale of all or
  substantially all of the Company assets, then before any distribution is made
  to Escrowed Shares, the Company shall make a ratable distribution to all
  non-escrowed shares in an amount up to $______ (Public Offering Price)
  per share. Any remaining proceeds shall be distributed ratably to all shares,
  including those held in escrow. If the distribution consists of shares of
  other non-cash items, the fair market value of the shares or other non-cash
  items shall be valued by an independent appraiser, with regard to shares
  subject to this Agreement.










	
 

	
 

	
 


	
5.

	
In the case
  of a tender offer to purchase all or substantially all of the Company’s
  outstanding shares, or a merger, consolidation, or reorganization into an
  unaffiliated entity, the Escrowed Shares shall be released from escrow and
  returned to the Shareholders and this Agreement shall be terminated if the
  majority of the non-escrowed shares (excluding all shares owned or controlled
  directly or indirectly by any officer, director, or person subject to this
  Agreement) are voted in favor of such tender offer, merger, consolidation, or
  reorganization. The Escrow Agent may rely on written directions from the
  Company without further investigation by the Escrow Agent.


	
 

	
 


	
6.

	
Other than
  as specified by this Agreement, the Shareholder shall have all beneficial
  rights of ownership of the Escrowed Shares, including the right to vote the
  Escrowed Shares for all purposes.


	
 

	
 


	
7.

	
All
  calculations used in this Agreement shall be adjusted should the Company make
  a share dividend or distribution of shares, have a stock split, have a
  reverse stock split, or otherwise reclassify its shares. Escrow Agent may
  rely on the computations prepared by the Company without further
  investigation.


	
 

	
 


	
8.

	
All Escrowed
  Shares shall be released by the Escrow Agent and this Agreement shall be
  terminated when:


	
 

	
 


	
 

	
a.

	
The Company
  has provided to the Escrow Agent and the Ohio Commissioner of Securities
  audited financial statements (per United States Generally Accepted Accounting
  Principles consistently applied and signed by a Certified Public Accountant)
  showing fully-diluted net earnings, after taxes and exclusive of
  extraordinary items, for a period of four consecutive quarters of at least
  $0.36per share (3% of Public Offering Price) or for each of two
  consecutive periods of four consecutive quarters of at least $0.18 per share
  (1.5% of Public Offering Price); and


	
 

	
 

	
 


	
 

	
b

	
. The Escrow
  Agent has not received written objection from the Commissioner of Securities
  within thirty days of Escrow Agent’s receipt of such audited financial
  statements by the Commissioner of Securities as confirmed by the Company


	
 

	
 

	
 


	
 

	
c

	
. Escrow
  Agent may rely on written certification of the Company as to the satisfaction
  of the foregoing.


	
 

	
 

	
 


	
9.

	
If the
  Escrowed Shares are not released pursuant to the terms of paragraph (8)
  above, then twenty-five per cent of the total amount of shares originally
  escrowed shall be released automatically on each of the fifth, sixth,
  seventh, and eighth anniversaries of the effective date of the registration
  (File No. 59415) in Ohio as stated in the Division Order granting
  effectiveness. This Agreement shall also terminate on the eigth (8th)
  anniversary of the registration (File No. 59415). Shares. In coordination
  with the Transfer Agent, shall be released ratably to all shareholders
  subject to this Agreement.










	
 

	
 


	
10.

	
Any cash
  dividends paid on Escrowed Shares and held by the Escrow Agent pursuant to
  paragraph (3) shall be released upon termination of this Agreement.


	
 

	
 


	
11.

	
Other than as
  specified by this Agreement, the Escrow Shares shall be released if the
  offering has been terminated and (i) no securities were sold in Ohio and
  Pennsylvania, or (ii) all proceeds from the sale in those states of any
  securities thereto were returned to prospective investors. Escrow Agent may
  rely on written certification of the Company as to the satisfaction of the
  foregoing


	
 

	
 


	
12.

	
In
  performing any of its duties, the Escrow Agent shall not incur any liability
  for any damages, losses, or expenses, except for willful default or
  negligence. It shall not incur any liability with respect to any action taken
  or omitted in good faith upon advice of counsel or counsel for the Company
  given with respect to the duties and responsibilities of the Escrow Agent under
  this Escrow Agreement. The Escrow Agent may in good faith rely on the truth
  and accuracy of any information signed and submitted by proper persons which
  conforms with the provisions of this Agreement.


	
 

	
 


	
13.

	
The Company
  and the Shareholders jointly and severally agree to indemnify and hold
  harmless the Escrow Agent against any and all losses, claims, liabilities and
  expenses, including reasonable costs of investigation, counsel fees and
  disbursements, which may be imposed upon or incurred by the Escrow Agent in
  connection with its acceptance of appointment as Escrow Agent.


	
 

	
 


	
14.

	
The Escrow
  Agent’s fees for serving as Escrow Agent under this Agreement shall be paid
  by the Company.


	
 

	
 


	
15.

	
This Escrow
  Agreement may be executed in any number of counterparts with the same force
  and effect as if all parties had signed the same document.


	
 

	
 


	
16.

	
All notices,
  requests, instructions or other communications required or permitted to be
  given under this Agreement shall be given in writing and delivered by
  Certified Mail or hand-delivered to all parties to this Agreement and to the
  Commissioner of the Ohio Division of Securities.


	
 

	
 


	
17.

	
If the
  Escrow Agent is unable to perform its duties, a new escrow agent shall be
  appointed, a new Escrow and Subordination Agreement (identical in all
  respects to this Agreement) shall be entered into, and notice shall be given
  to the Division. The Escrow Agent must be satisfactory to the Division.


	
 

	
 


	
19.

	
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:










	
 

	
 

	
 


	
 

	
a.

	
The Escrow Agent shall notify the Company of the notices it may
  receive from the
  parties to this Agreement.


	
 

	
 

	
 


	
 

	
b.

	
The Escrow Agent shall be under no duty or responsibility to enforce
  the provisions of this Agreement, except to the extent a specific duty is
  imposed on the Escrow Agent.


	
 

	
 

	
 


	
 

	
c.

	
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.


	
 

	
 

	
 


	
 

	
d.

	
If the Escrow Agent is uncertain as to its duties or rights hereunder
  or shall receive instructions which conflict either with other instructions
  received by it or with any provision of this Agreement, it shall be entitled
  to hold the Shares 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 Shares (and any Escrowed 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 Shares with the Clerk of any court, the Escrow Agent
  shall be relieved of all further obligations and released from all liability
  hereunder.


	
 

	
 

	
 


	
 

	
e.

	
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.


	
 

	
 

	
 


	
19.

	
Amendment; Resignation. This Agreement may be altered or amended only
  with the written consent of the Company and the Escrow Agent. The Escrow
  Agent may resign for any reason upon three (3) business days’ written notice
  to the Company. Should the Escrow Agent resign as herein provided, it shall
  not be required to perform any duties under this Agreement. 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 Company and such successor Escrow Agent, then
  the resigning Escrow Agent shall deliver over to the successor escrow agent
  the Shares, less any portion thereof previously delivered in accordance with
  this Agreement; or 

(b) if the resigning Escrow Agent shall not have received
  written notice signed by the Company 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 or deduction therefrom, and
  the resigning Escrow Agent shall promptly notify the Company 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 Company 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.










	
 

	
 

	
 


	
20.

	
Fees and Expenses. The Escrow Agent shall be entitled to the
  reasonable fees. In addition, the Company agrees to reimburse the Escrow
  Agent for any reasonable expenses incurred in connection with this Agreement,
  including, but not limited to, reasonable counsel fees.


	
 

	
 

	
 


	
21.

	
Indemnification and Contribution.


	
 


	
 

	
a.

	
The Company referred to as the “Indemnitor” agrees to indemnify the
  Escrow Agent and its officers, directors, employees, agents and shareholders
  (collectively referred to as the “Indemnitees”) 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 Indemnitees
  may suffer or incur by reason of any action, claim or proceeding brought
  against the Indemnitees 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.


	
 

	
 

	
 


	
 

	
b.

	
If the indemnification provided for in this Section is applicable,
  but for reason is held to be unavailable, the Indemnitor 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
  Indemnitees 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.


	
 

	
 

	
 


	
 

	
c.

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


	
 

	
 

	
 


	
22.

	
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. 


	
 

	
 


	
23.

	
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, to the
  respective address set forth on the Exhibit “A”. The Sharesholders
  designate_____________________ to receive notice on their behalf. Upon their
  notice to __________________________ shall be conclusive as to each
  Shareholder required to receive such notice.


	
 

	
 


	
24.

	
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.


	
 

	
 


	
25.

	
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.










	
 

	
 


	
26.

	
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.


	
 

	
 


	
27.

	
This
  Agreement sets forth the entire understanding of the parties hereto with
  respect to the operations contemplated hereby and may not be amended except
  by a written instrument executed by the parties hereto and consented to by
  the Commissioner of the Ohio Division of Securities.


	
 

	
 


	
28. 

	
This
  Agreement shall be governed by and construed and interpreted in accordance
  with the laws of Florida.








	
 

	
 


	
/s/

	
/s/


	


	



	
   Millennium
  Group Worldwide, Incorporated__ Miami Escrow Services, Inc


	
 


	
/s/

	
/s/


	


	



	
   Carl.
  N Duncan/ Date_______________

	
   Julius
  Jackson. Sr./ Date__________


	
 


	
/s/

	
/s/


	


	



	
   Newall
  J. Daughtrey/ Date___________

	
   Timothy
  M. Lane/ Date____________


	
 


	
/s/

	
/s/


	


	



	
   Richard
  Corrigan/ Date______________

	
   Joseph
  Krall/ Date_______________


	
 


	
/s/

	
/s/


	


	



	
   Ronald
  Avery/ Date________________

	
   Charles
  H. Perkins/ Date__________


	
 


	
/s/

	
/s/


	


	



	
   Mary
  White/ Date__________________

	
   Patricia
  J. Braynon/ Date__________


	
 


	
/s/

	
/s/


	


	



	
   Robert
  Curbelo/ Date_______________

	
   Ronald
  J. Hoston/ Date___________


	
 


	
/s/

	
/s/


	


	



	
   Joseph
  Johnson, Jr./ Date____________

	
   Thomas
  S. Kornegay/ Date________


	
 


	
/s/

	
/s/


	


	



	
   Dr.
  W. David Lee/ Date_____________

	
   Gordon
  G. Murdock/ Date_________


	
 










ESCROW
AND SUBORDINATION AGREEMENT


EXHIBIT
A


	
 

	
 

	
 


	
Shareholder Name and Address

	
 

	
# of Shares Escrowed


	


	
 

	



	
Carl N.
  Duncan, Esq.
 5718 Tanglewood Drive 

  Bethesda, Maryland 20817

	
 

	
31,250


	
 

	
 

	
 


	
Julius
  Jackson, Sr.
 1832 N.W. 193 St. 

  Miami, FL. 33056

	
 

	
709,805


	
 

	
 

	
 


	
Newall J.
  Daughtrey

  120 N.E. 71st Street 

  Miami, FL 33138

	
 

	
N/A


	
 

	
 

	
 


	
Timothy M.
  Lane
322 Harbour
  Dr. 

  Apt. 204-D

  Naples, FL 34103

	
 

	
N/A


	
 

	
 

	
 


	
Richard
  Corrigan

  334 East Lake Road-Apt. 199 

  Palm Harbor, FL 34685

	
 

	
39,063


	
 

	
 

	
 


	
Joseph Krall

  2807 N 10th Street

  St. Augustine, FL. 32084

	
 

	
N/A


	
 

	
 

	
 


	
Ronald Avery

  2807 N 10th Street 

  St. Augustine, FL. 32084

	
 

	
250,000


	
 

	
 

	
 


	
Charles H.
  Perkins

  19500 N.W. 39th Ave 

  Miami, FL. 33054

	
 

	
610,625


	
 

	
 

	
 


	
Mary White

  57 Bay Point Dr. 

  Ormond Beach, 32137

	
 

	
562,500










	
 

	
 

	
 


	
Patricia J.
  Braynon

  1701 N.W. 191 Street 

  Miami Gardens FL, 33056-3338

	
 

	
3,125


	
 

	
 

	
 


	
Robert
  Curbelo

  6245 S.W. 85 Avenue 

  South Miami, FL 33143

	
 

	
15,625


	
 

	
 

	
 


	
Ronald J.
  Hoston

  120 St Bridgets Dr.

  Rochester, NY 14605

	
 

	
N/A


	
 

	
 

	
 


	
Joseph
  Johnson, Jr. 

  2865 Duke of Gloucester 

  East Point GA 30344

	
 

	
7,031


	
 

	
 

	
 


	
Thomas S.
  Kornegay

  2133 Wintermere Pointe Drive

  Winter Garden, FL 34787

	
 

	
9,766


	
 

	
 

	
 


	
Dr. W. David
  Lee

  P.O. Box 3564

  Woodbridge, CT 06525

	
 

	
328,125


	
 

	
 

	
 


	
Gordon G.
  Murdock

  13548 Chase Lane

  Doswell, VA 23047

	
 

	
117,188


	
 

	
 

	
 


	
Julius
  Jackson Jr. Family Trust 

  1832 NW 193 St.

  Miami, FL 33056

	
 

	
1,687,500


	
 

	
 

	
 


	
TOTAL 

	
 

	
4,371,603


	
 

	
 

	
 


	
Company Name
  and Address

  Millennium Group Worldwide Incorporated

  Attn: Julius Jackson, President 

  2825 N. 10th Street

  St. Augustine, Florida 32084

	
 

	
 


	
 

	
 

	
 


	
Escrow Agent
  Name and Address

  Miami Escrow Services, Inc. 

  Attn: Mark Lipsitt

  1800 N.E. 114th Street—Suite 2202 

  Miami, Florida 33181