Exhibit 10.7.1


Ratification and Extension Agreement


          THIS
Agreement is made and entered into this 11th day of July, 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
  August 15, 2008; 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.


	
 

	
 

	
 


	
 

	
5.

	
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. 










	
 

	
 


	


	
SMC – Sociedade Mineira de Catoca, Lda


	


	



	
 

	
 







          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. 6
___________to the Contract dated 2/25/07 between Cameron Jacobs and Millennium group Worldwide inc. concerning
the
property described (Buyers) 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
  (“IPO”) placed by Buyer on or before August 17, 2007. At all times during the
  IPO 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
  August 12, 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.




2





	
 

	
 

	
 


	
01-17- 08 11: 16 FROM-The
  Thomas Law Group

	
5613680293

	
T-887 PO02/003 F-476


	
 

	
 

	
 


	
 

	
Millennium Group
  Worldwide, Inc.








	
 

	
 

	
 


	
Date:
  July
  8, 2008

	
Buyer:  

	
Julius Jackson, Sr,
  President


	
Date:

	
Buyer:  

	
 


	


	
 

	



	
 

	
 

	
 


	
Date:
  July
  8, 2008

	
Seller:  

	
Cameron Jacobs


	
Date:

	
Seller:  

	
 


	


	
 

	






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