Exhibit 10.4


A JOINT VENTURE AGREEMENT


BETWEEN


TAMBALA FOODS PRODUCTS


AND


MILLENNIUM GROUP WORLDWIDE


DATED AS OF NOVEMBER 12 , 2007






This Joint
Venture Agreement (or “Agreement”), is entered into as of November 12, 2007, by
and between TAMBALA FOODS PRODUCTS,
organized under the laws of MALAWI (“TFP”) , the principal place of business of
which is Tambala Food Products Limited, Kamuzu Highway, Chichiri,
Blantyre 3, Malawi, and Millennium Group
Worldwide, Inc., a corporation under laws of the State of Florida,
U.S.A. (“MGW”), whose registered office is 2825 North 10th Street,
St. Augustine, Florida 32084, U.S.A.


WHEREAS, TFP and MGW
desire a joint venture organized under laws of Malawi (the “company” as
hereinafter defined) to engage in Company’s Business (as hereinafter provided);


NOW THEREFORE,
in consideration of the promises and the mutual agreements, representations,
warranties, covenants and provisions herein contained, and intending to be
legally bound hereby, the Parties hereto agree as follows:


ARTICLE 1


DEFINITIONS


For the
purposes of this Agreement, the following Definitions of terms shall apply:


	
   

  	
   

  
	
  1.1. Ancillary Agreements

  
	
   

  
	
   

  	
  The
  following are the Ancillary Agreements and the Parties thereto:

  
	
   

  	
   

  
	
   

  	
  1.1.1.
  Management Agreement between TFP and MGW (Management Agreement)

  
	
   

  	
   

  
	
  1.2. At Cost

  
	
   

  
	
   

  	
  Without
  profit component of any kind, direct or indirect, to the particular Party in
  the give case (although nothing herein shall preclude such Party from
  recovering all costs- direct and indirect- arising out of any transaction
  with proscription “At Cost”).

  
	
   

  	
   

  
	
  1.3. Change Control

  
	
   

  
	
   

  	
  Any Change
  in ownership, management, or scope of business activities of a Party which in
  the reasonable opinion of the other Party could affect the performance of the
  duties and/or obligations of such Party under the Joint Venture Agreement or
  the Ancillary Agreements. 

  








	
   

  	
   

  
	
  1.4. Joint Venture

  
	
   

  
	
   

  	
  The Joint
  Venture, that entity created in Malawi by the Parties pursuant to the Joint
  Venture Agreement to conduct Company’s Business in the Territory, also
  referred to herein as “Joint Venture”.

  
	
   

  	
   

  
	
  1.5 Company’s Business 

  
	
   

  
	
   

  	
  TFP buys raw
  products from smallholder farmers, grades them, before subjecting them to
  high and strict quality control processing stages, to ensure that only
  quality raw materials pass through the system in order to have high quality
  finished products. The graded product is then sent to the factory for
  processing.

  
	
   

  	
   

  
	
  1.6 Effective Date

  
	
   

  
	
   

  	
  The date upon which all necessary formal approvals from the
  appropriate authorities of
  the relevant jurisdiction for the formation of the Joint Venture were obtained and Company was duly authorized to
  conduct the Company’s Business pursuant to the Joint Venture Agreement
  and the Ancillary Agreements as appropriate in the Territory.

  



ARTICLE 2


PURPOSES OF THE JOINT VENTURE


2.1. Purposes of the JOINT VENTURE.


The purposes
of the JOINT VENTURE are as follows:


	
   

  	
   

  
	
   

  	
  2.1.1. To
  conduct Company’s Business for the benefit of the Parties;

  
	
   

  	
   

  
	
   

  	
  2.1.2. To
  protect and preserve TFP Intellectual Property Rights together with TFP Trade
  Secrets in the Territory under the terms of this Agreement and the Ancillary
  Agreement;

  
	
   

  	
   

  
	
   

  	
  2.1.3. To
  manufacture, promote sell, distribute or enter into other business
  transactions related to TFP Product in the Territory under the terms hereof
  and of the Ancillary Agreements;

  
	
   

  	
   

  
	
   

  	
  2.1.4. To
  provide for the implementation of the Ancillary Agreement for the benefit of
  the respective Parties; and

  
	
   

  	
   

  
	
   

  	
  2.1.5. To
  manufacture, promote sell, distribute or enter into other business
  transactions related to Other Agreed Upon Technologies in the Territory under
  the terms hereof and of the Ancillary Agreement. 

  








ARTICLE 3


FORMATION OF JOINT VENTURE


3.1. Formation of a Joint Venture


With the
signing of this Agreement, the Parties have signified their agreement to the
formation of a Joint Venture under the laws of Republic of Malawi.


Implementation
of the formalities for merging is the responsibility of TFP. 


ARTICLE 4


ARTICLES OF ORGANIZATION


A copy of the
Articles of Organization for Company is attached hereto as Appendix IV. As
between the Parties, in case of any inconsistency between this Agreement and
the Articles of Organization, the provisions of this Agreement shall govern. 


4.1 Capitalization


The capital
contribution by MGW shall be US$2.000.000, representing a 51% equity stake in
the operation. 


ARTICLE 5


ELECTIONS OF DIRECTORS AND DESIGNATION OF THE CEO OF
THE COMPANY


5.1. Election of Directors


Company shall
have a Board of Directors consisting of 6. TFP and MGW shall each have the
right to designate an equal number of Directors. 


5.2. Substitute Directors


A Party shall
have the right to designate a Substitute Director in the event that a Director
previously designated by it shall resign, retire, die, or otherwise be unable
or unavailable to serve.


5.3 Designation of Chief Executive Officer of
Company


MGW shall
designated a Director, whose responsibility and authority shall be to implement
this Agreement, the Ancillary Agreement, the Articles of Organization, and such
resolutions as may be passed from time to time by the Board of Directors of
Company.






ARTICLE 6


RESPONSIBILITIES AND DUTIES OF THE PARTIES


6.1 Responsibilities
of the Parties


It shall be the responsibility of all Parties to effect the Purposes of
this Joint Venture Agreement pursuant to Article 3 hereof.


6.2. Specific
Responsibilities and Duties of Individual Parties.


Specific responsibilities and duties which are to be fulfilled by
individual Parties to the Joint Venture Agreement are set forth
in the Ancillary Agreements.


6.3. Actions Requiring Consent of All Parties


In addition to other provisions of this Joint Venture Agreement and/or
the Ancillary Agreements
requiring the consent or approval of all the Parties, the unanimous specific written consent of each Party hereto
shall be required before Company may take any of the following actions:


	
   

  	
   

  
	
   

  	
  6.3.1.
  Establish annual operating budgets for Company which the Chief Executive Officer of Company shall prepare and
  submit no later than August 30 of each year for the following fiscal
  year;

  
	
   

  	
   

  
	
   

  	
  6.3.2.
  Establish annual operating budgets for Company which the Chief Executive
  Officer of Company shall prepare and submit no later than August 30 of each
  year for the following fiscal year; Establish annual operating budgets for
  Company which the Chief Executive Officer
  of Company shall prepare and submit no later than August 30 of each
  year for the following fiscal year;

  
	
   

  	
   

  
	
   

  	
  6.3.3.
  Establish annual operating budgets for Company which the Chief Executive Officer of Company shall prepare and
  submit no later than August 30 of each year for the following fiscal
  year;

  
	
   

  	
   

  
	
   

  	
  6.3.4.
  Mortgage, pledge, encumber or hypothecate any of the assets of Company;

  
	
   

  	
   

  
	
   

  	
  6.3.5.
  Change Company’s independent chartered or certified public accountants after
  the same have been appointed by the mutual consent of the parties.;

  
	
   

  	
   

  
	
   

  	
  6.3.6.
  Change or allow a change in the accounting procedures employed in the
  maintaining Company’s books of account or in preparing financial statements
  with respect to the operations of Company or Company’s Business;

  
	
   

  	
   

  
	
   

  	
  6.3.7.
  Obligate Company as a surety, guarantor or accommodation party to any
  obligation, lend funds belonging to Company to any third party, or extend
  credit to any person, firm or entity, on behalf of Company, other than in the
  ordinary course of business;

  








	
   

  	
   

  
	
   

  	
  6.3.8. File
  material litigation against third parties on behalf of Company or confess
  judgment on behalf of Company;

  
	
   

  	
   

  
	
   

  	
  6.3.9. Amend
  the Articles of Organization of Company;

  
	
   

  	
   

  
	
   

  	
  6.3.10.
  Cause Company to issue any Equity Interest or any debt securities or to
  increase its capitalization;

  
	
   

  	
   

  
	
   

  	
  6.3.11.
  Borrow any money on behalf of Company requiring a mortgage or other form of
  security in favor of the lender, except that a security interest in inventory
  and receivables authorized by the Chief Executive Officer of the Company in
  the ordinary course of business shall be permissible;

  
	
   

  	
   

  
	
   

  	
  6.3.12.
  Cause Company to merge or consolidate with or into any other legal entity or
  acquire any other legal entity;

  
	
   

  	
   

  
	
   

  	
  6.3.13.
  Cause Company to dissolve or to liquidate;

  
	
   

  	
   

  
	
   

  	
  6.3.14.
  Cause Company to engage in any business activity which is outside the scope
  of Company’s Business;

  
	
   

  	
   

  
	
   

  	
  6.3.15. Form
  any subsidiary or other legal entity;

  
	
   

  	
   

  
	
   

  	
  6.3.16.
  Cause Company to enter into a transaction or business relationship with any
  of the Parties hereto, other than as may be expressly provided for by this
  Agreement and/or the Ancillary Agreements, other than on an arm’s-length
  basis, and on prices and terms no more favorable to the Party than could have
  been obtained from an independent third party;

  
	
   

  	
   

  
	
   

  	
  6.3.17
  Engage or dismiss the Chief Executive Officer and other key employees of the
  Company and/or fix compensation for such personnel, including bonuses and
  perquisites; and

  
	
   

  	
   

  
	
   

  	
  6.3.18.
  Acquire fixed assets for and on behalf of Company. 

  



6.4. Special Resolutions


Upon reaching
unanimous agreement as to the actions set forth in Article 7.3., hereof, the
Parties shall vote their Equity Interests to adopt any special resolutions to
implement same as may be required by the laws of the Republic of Malawi.






ARTICLE 7


DEVELOPMENT OF COMPANY’S AGENTS


7.1. Development of Company’s Agents


7.2. Implementation of Corporate Governance
Policies Appropriate to the Territory


ARTICLE 8


COVERAGE OF FINANCIAL SHORTFALLS BY THE
PARTIES


No Party shall
have any obligation to contribute capital to Company in excess of the amounts
provided in Section 4.3. with respect to the initial foundation capital or
capitalization of Company. The Parties may, however, the sole discretion of
each, elect to provide financial support over and above their initial equity in
Company. 


ARTICLE 9


FINANCIAL BOOKS AND RECORD-BANKING


9.1. Fiscal year


The fiscal
year of Company shall commence every year on January 1st and end on
December 31st . The books of accounts shall be closed at the end of each fiscal
year, and audited statements shall be prepared by a recognized firm of
chartered or certified public accountants showing the financial condition of
Company and the results of its operations for such fiscal year. Copies of the
audited annual statements and unaudited monthly and/ or quarterly statements
shall be provided to each of the Parties. 


9.2. Access to Books and Records


Company’s
financial books, records and statements of account shall be kept at the
principal place of business of Company, and each Party shall have the right at
all reasonable times to inspect and copy same. 


9.3. Bank Accounts


All of
Company’s funds shall be deposited in its name in such bank account or accounts
as shall be designated from time to time by the Board of Directors. Withdrawals
from such account or accounts shall be made by checks or other appropriate
instruments signed by the Chief Executive Officer and such other officers or
persons as the Board of Directors shall from time to time duly designate.






ARTICLE 10


INSURANCE


10.1. Independent Insurance Coverage


The Parties
shall cause Company to obtain and to maintain property damage, product
liability, public liability and other liability, casualty, and general
insurance for Company’s Business, as deemed adequate for the proper conduct of
Company’s Business in the Territory. In the event that insurance is provided by
means of an amendment or rider to existing insurance maintained by any of the
Parties, then the cost thereof, to the extent that the basic insurance cost of
such party is thereby increased, shall be borne by and paid for by Company. 


ARTICLE 11


COVENENT TO OBSERVE THE DOCTRINE OF
“CORPORATE OPPORTUNITY”


11.1. Doctrine of Corporate Opportunity and
Observance Thereof


It is the
intent of the Parties to this Joint Venture Agreement and to the Ancillary
Agreements to deal solely with each other with respect to the commercial,
technical and strategic development and implementation of Company’s Business in
the Territory. Consequently, the Parties to each agreement cited above hereby
renounce and covenant not to engage in any activity which would either (a)
negatively impact the performance of their duties under this Joint Venture
Agreement or the Ancillary Agreements in the Territory. 


11.2. Agreement Not to Divert Resources


MGM and TFP
agree that during the term of this Agreement they shall not, directly or
indirectly, in any capacity whatsoever, engage in, own, manage, operate,
control, act as a consult to, have a financial interest in, or otherwise
participate in the ownership, licensing, management, operation or control of, a
business which would impede, substitute, displace or divert Net Sales of TFP
Product and/or of Other Agreed Upon Technologies from Company within the
Territory except through Company in furtherance of Company’s Business. 


11.3. Remedies for Breach of Agreement Not to
Divert Resources


It is
understood and recognized by the Parties that in the event of a violation of
the provisions of Article 15 hereof by a Party, the remedy at law will be
inadequate and that the other Party of Parties to this Joint Venture Agreement
consents to injunctive or other appropriate equitable relief upon the
institution of legal proceedings therefore by the non-violating Party or
Parties. Such relief shall be in addition to any other relief to which a Party
may be entitled at law or equity, which shall include but not be limited to the
right of immediate termination of this Agreement. 






ARTICLE 12


TERM OF AGREEMENT


12.1. Indefinite Term


This Agreement
shall become effective on the Effective Date and shall, unless otherwise
terminated in accordance with the provisions hereof, continue in effect for an
indefinite term of years.


12.2. Termination


This Agreement,
having become effective as of the Effective Date hereof, shall continue in
effect unless:


	
   

  	
   

  
	
   

  	
  12.2.1.
  Terminated by either Party in accordance with the provisions of Articles 13,
  14 and/or 15 hereof;

  
	
   

  	
   

  
	
   

  	
  12.2.2.
  Terminated in accordance with Article 17.3 and/or Article 17.4 hereof;

  
	
   

  	
   

  
	
   

  	
  12.2.3.
  Terminated by either Party by reason of a material Breach or Default (as
  defined in Section 18.1) of this Joint Venture Agreement by the other Party
  which has not been cured or remedied in accordance with Article 18 hereof. If
  a dispute as to whether a Default or Breach exists is submitted to
  Arbitration under Article 19 hereof, the Parties shall jointly appoint a
  trustee or agent to oversee the execution of the duties hereunder and the
  protection of the rights hereunder of the Party allegedly in Default and/or
  Breach. If the Parties cannot agree on a trustee or agent for such purposes,
  the Arbitration Panel shall forthwith appoint same; or

  
	
   

  	
   

  
	
   

  	
  12.2.4.
  Terminated automatically upon termination of any of the Ancillary Agreements
  by a Party thereto. In the event of the lawful termination of any of the
  Ancillary Agreements by a Party thereto, this Agreement shall likewise
  terminate on the same date, without any further act or notice given by a
  Party hereto.

  
	
   

  	
   

  
	
   

  	
  12.3. If a
  Party hereto shall become bankrupt or insolvent or shall file any debtor
  relief proceedings, or if there shall be filed in Court against a Party legal
  proceedings or bankruptcy or insolvency or reorganization or for the
  appointment of a receiver or trustee of all or a portion of such Party’s
  property, or if a Party makes an assignment for the benefit of creditors or
  petitions for or enters into an arrangement for debtor relief and such
  proceedings as are described aforesaid are not dismissed within a period of
  ninety (90) days after the institution thereof, then, at the option of the
  other Party, this Agreement shall forthwith terminate by written notice given
  to the Party who has filed, instituted or against whom any of the proceedings
  aforesaid have been brought; provided that if a stay of such termination has
  been granted by a trustee or judge or applies as a matter of law, then the
  other Party shall continue to perform under the terms of this Agreement if:

  
	
   

  	
   

  
	
   

  	
  12.3.1.
  Payments due under this Agreement for past obligations are rendered in full
  by the Party subject to such proceedings;

  
	
   

  	
   

  
	
   

  	
  12.3.2.
  Payments due under this Agreement for present obligations are rendered by the
  Party subject to such proceedings pursuant to a payment schedule acceptable
  to the other Party; and

  
	
   

  	
   

  
	
   

  	
  12.3.3. All
  other provisions of this Agreement are complied with fully by the Party
  subject to such proceedings.

  








12.4. Payments of Amount Due


In the event
of termination of this Agreement, each Party shall pay to each other Party all
amounts due and owing pursuant to this Agreement as of the effective date of
termination.


12.5. Non-Release of Obligations


The
termination of this Agreement shall not release the Parties from their
obligations to settle all financial accounts between themselves in cash
forthwith. Notwithstanding the termination hereof, each Party shall be
responsible for the performance of all of its obligations and responsibilities
hereunder up to the effective date of termination. As provided in Articles 13
and 14, upon termination of this Agreement, TFP Intellectual Property Rights,
together with TFP Trade Secrets, and MGW Trade Secrets shall continue to be
kept secret and confidential.


12.6. Cessation of Rights upon Termination


Except as
otherwise provided herein, upon the termination of this Joint Venture Agreement
all rights of the Parties under or pursuant to this Agreement (except with
respect to Article 13, 14, 15, 16 and 17.6 hereof) shall forthwith cease and
terminate. Notwithstanding the foregoing, the provisions of Sections 13, 14,
15, 16 and 17.6 shall survive the termination of this Joint Venture Agreement.
In explanation and not in limitation of the foregoing, the Parties recognize
that the License Agreement transfers to Company the right to use the
intellectual property described therein during the pendency of this Agreement
and all rights of the Company therein terminate absolutely upon the termination
of this Joint Venture Agreement.


12.7. Liquidation of Company and Wind-up of
Company’s Business upon Termination


Upon Termination of this Agreement:


	
   

  	
   

  
	
   

  	
  12.7.1.
  Company shall be liquidated forthwith; and, following payment of all known
  just obligations of Company, and establishment of a reasonable reserve to pay
  such just obligations of Company as are unknown at the time of liquidation of
  Company, the remaining assets shall be divided in accordance with their
  Equity Interests between the Parties.

  
	
   

  	
   

  
	
   

  	
  12.7.2.
  Company’s Business shall be wound up forthwith; and no further orders shall
  be accepted by Company for TFP Product or for Other Agreed Upon Technologies,
  provided that orders for TFP Product and/or Other Agreed Upon Technologies
  which were received by Company prior to termination of this Agreement shall
  be filled by Company either out of its own existing inventory and/or its own
  manufacturing capabilities, or through imports from TFP or an TFP Affiliate,
  as appropriate.

  








ARTICLE 13


DEFAULT


13.1. Event of Default


A Default
hereunder shall exist in the event of:


	
   

  	
   

  
	
   

  	
  13.1.1.
  Non-payment of funds by one Party to another Party when due and owing; and/or

  
	
   

  	
   

  
	
   

  	
  13.1.2. A
  material breach (“Breach”) of any provision of this Joint Venture Agreement
  other than Articles 13, 14 and/or 15 hereof, or any of the Ancillary
  Agreements; and/or

  
	
   

  	
   

  
	
   

  	
  13.1.3. Any
  Breach of Articles 13, 14, and/or 15 hereof. 

  



13.2. Remedies upon Default or Breach


The remedies
available to each Party in an instance of Default or Breach by the other Party
shall be as follow:


	
   

  	
   

  
	
   

  	
  13.2.1. If a
  Party shall fail to make any payments required hereunder after the same are
  due, (other than due to governmental delays) or if it shall commit a Default
  or Breach in the performance of, or by failure to observe and comply with,
  any other material term or provision of this Agreement or any of the Ancillary
  Agreements to be performed, observed or complied with by it, then the Party
  against whom such Default or Breach shall have been committed shall have the
  right to declare a Default and terminate this 

  
	
   

  	
   

  
	
   

  	
  Agreement
  unless the Party in Default shall cure such failure to pay, or cause the same
  to be cured, within thirty (30) days (fifteen (15) days in case of monetary
  default) after receipt of written notice from the other Party; provided,
  however, that if the Party in Default or Breach commences to cure same within
  the curative period specified herein, then the right of termination shall be
  held in abeyance for a reasonable period of time so long as the Party in
  Default or Breach proceeds to cure such Default or Breach with due diligence.
  A Party’s right of termination shall be in addition to and not in limitation
  of any of its other rights at law or in equity based upon the other Party’s
  Breach or Default. Any notice of termination shall stipulate the effective
  date of termination which shall be not less than three (3) months nor more
  than six (6) months following the date that such notice is given. 

  
	
   

  	
   

  
	
   

  	
  13.2.2.
  Notwithstanding the foregoing, in the event of a violation of Articles 13, 14
  and/or 15 hereof by a Party hereto, the other Party may at its sole
  discretion terminate this Agreement with immediate effect upon giving notice
  to the Party in Default or Breach of Article 13, 14 and/or 15 hereof as
  provided herein.

  



13.3. Non-Waiver of Rights


A Party’s
failure to terminate this Agreement on account of any Breach or Default by the
other Party as provided in Article 18.1 or 18.2 hereof shall in no event
constitute or be deemed to constitute a waiver by such Party of its right to
terminate this Agreement at any time while any such Breach or Default continues
(subject to the provisions of Article 18.2 hereof), or on account of any
subsequent Breach or Default by a Party.






ARTICLE 14


DISPUTE RESOLUTION


14.1. Dispute Resolution by Arbitration


Any and all
disputes; except as excluded under Article 19.2 hereof, which may arise between
the Parties during the term of this Agreement, after the termination thereof,
or following the liquidation or dissolution of Company, upon failure by the
Parties to amicably resolve same after mutual good faith negotiations, shall be
exclusively settled by arbitration, including, but not limited to, the
following:


	
   

  	
   

  
	
   

  	
  14.1.1. A
  dispute as to whether a Default exists;

  
	
   

  	
   

  
	
   

  	
  14.1.2. A
  dispute as to whether a Default entitles the non-defaulting Party to
  terminate this Agreement;

  
	
   

  	
   

  
	
   

  	
  14.1.3. A
  dispute as to the validity of this Article 19;

  
	
   

  	
   

  
	
   

  	
  14.1.4. A
  dispute relating to the construction, meaning, interpretation, application or
  effect of this Agreement or anything contained herein;

  
	
   

  	
   

  
	
   

  	
  14.1.5. A
  dispute as to the rights, obligations or liabilities of the Parties
  hereunder.

  



14.2. Disputes Not Subject to Arbitration


Notwithstanding
anything to the contrary set forth in this Agreement:


	
   

  	
   

  
	
   

  	
  14.2.1.
  Arbitration may not be invoked regarding matters expressed in this Agreement
  to be agreed upon by or determined with the consent or approval of both
  Parties.

  
	
   

  	
   

  
	
   

  	
  14.2.2.
  Arbitration may not be invoked if a Party violates the provisions of this
  Agreement relating to TFP Intellectual Property Rights, TFP Trade Secrets,
  MGW Trade Secrets or Corporate Opportunity. In such event, the remedies set
  forth in Articles 13, 14, 15 and/or 18 hereof shall apply.

  



14.3. Conduct of Arbitration Proceedings


Such
arbitration proceedings shall be conducted in English and shall be carried on
in the Republic of Malawi or any other place mutually agreeable to the Parties,
under the UNCITRAL Arbitration Rules. With respect to the interpretation of
this Agreement, the laws of Malawi (without regard to conflicts of laws
provisions) shall apply. Judgment upon the award rendered by the arbitrator in
favor of the Prevailing Party, which shall include an award concerning the
payment of costs, attorneys’ fees, and expenses of the arbitration proceedings,
may be entered in any court of competent jurisdiction and assets may be attached
in any country in the world pursuant to such judgment.


14.4. Designation of the “Prevailing Party”


In each case
in which arbitration is invoked under this Agreement or any of the Ancillary
Agreements, the arbitration panel shall be required to designate one or the
other Party as the Prevailing Party (“Prevailing Party”).


14.5. Punitive Damages Excluded


The Prevailing
Party in an arbitration proceeding convened hereunder shall be awarded in
arbitration all reasonable damages plus documented costs incurred in pursuing
its arbitration claim, including but not limited to legal fees and travel
expenses, but shall not be entitled to exemplary or punitive damages.






ARTICLE 15


PRESCRIPTION OF AUTHORITY OF THE PARTIES TO
BIND EACH OTHER


Nothing
contained in this Agreement shall be construed to constitute the Parties as
agents for one another or to render any Party liable for any debts, liabilities
or obligations of the other (“Indebtedness”). It is understood that such
Indebtedness, if incurred, is outside the scope of this Agreement and the
Ancillary Agreements. No Party shall have the authority to extend or to utilize
the credit of the other, to extend credit in the other Party’s name, or to
represent that it is authorized to do so without the express written consent of
the other. In the event that a creditor of a Party shall assert a claim against
that Party based on such Indebtedness, then the Party who in fact is obligated
thereon shall indemnify and hold the other Party harmless from and against any
losses, claims or liabilities by reason thereof.


15.1. Right of First Refusal to Acquire
Equity Interests


Any Equity
Holder receiving a bona fide offer (“Offer”) for the purchase of its Equity
Interests, and who wishes to Transfer such Equity Interests to a proposed
Transferee in accordance with such Offer shall, prior to making any Transfer of
Equity Interests, give written notice (hereinafter called “Notice”) thereof to
Company and to the other Equity Holders. Such Notice shall enclose a copy of
the offer and shall set forth the name and address of the proposed Transferee,
the selling price, the terms of payment, and all other significant terms and
conditions relating thereto. The proposed Transferor of Equity Interests shall
furnish to Company and to the other Equity Holders such additional information
concerning the prospective Transfer of Equity Interests and/or Transferee as
any of them may reasonably request. In order that the other Equity Holders may
be better able to determine the compatibility of the proposed Transferee as an
Equity Holder of Company, the proposed Transferor of Equity Interests shall
arrange for the other Equity Holders, if so requested, to be introduced to the
proposed Transferee and to have discussions with same. For a period of forty-five
(45) days following the receipt of said Notice of Offer, the other Equity
Holders shall have the right of first refusal to purchase any or all of the
Equity Interests specified in the Notice at the terms set forth therein, in
proportion to their ownership of Equity Interests at the time such Notice of
Offer is issued.






15.2. Exercise of Right to Acquire Equity
Interests


The foregoing
right of first refusal shall be exercisable by written notice to the
prospective Transferor of Equity Interests within the forty-five (45) day
period aforesaid and the exercise of said right shall be effective upon receipt
of the written notice by said Transferor of Equity Interests. If the right of
first refusal is exercised, the purchase and sale shall be closed at the offices
of Company or at such other place as agreed within ten (10) days after the
expiration of the period for exercise thereof on the terms and conditions set
forth in the Notice of Offer. The Transferor of Equity Interests at the time of
sale shall represent and warrant that upon any Transfer of Equity Interests,
whether to the proposed Transferee or to an existing Equity Holder or Equity
Holders, such Transferee or existing Equity Holder(s) shall be the sole owner
of such Equity Interests free and clear of any and all liens, encumbrances,
equities or restrictions of any nature whatsoever, except that any future
Equity Holder(s) shall also become subject to the provisions of this Agreement.


15.3. Force Majeure


In the event
that a Party is prevented or delayed from performing, fulfilling or completing
an obligation provided for in this Agreement as a result of delays caused by
strikes, lock-outs, unavailability of requisite materials, acts of God, acts of
any national, state or local governmental agency or authority of a foreign
government, war, insurrection, rebellion, riot, civil disorder, fire, explosion
or the elements, then the time for performance, fulfillment or completion shall
be extended for a period not exceeding the number of days by which the same was
so delayed. If a force majeure event shall be in existence for one year or
more, then either Party shall have the right to terminate this Agreement at any
time thereafter by giving at least thirty (30) days written notice of
termination to the other Party, provided that the force majeure event continues
to be in effect as of the date that such notice is given.


15.4. Notices


All notices,
requests, demands or other communications which are required or may be given
pursuant to the terms of this Agreement shall be in writing and delivery shall
be effective in all respects if delivered (i) by telefax or e-mail promptly
confirmed by letter, (ii) personally, (iii) by registered or certified air
mail, postage prepaid, or (iv) by neutral commercial courier service, such as
Federal Express, DHL, UPS or equivalent, as follows: 






	
   

  	
   

  
	
  If to MGW,
  to:

  	
  Millennium
  Group Worldwide

  
	
   

  	
  2825 North
  10th Street, Saint Augustine, FL 32084

  
	
   

  	
  U.S.A.

  
	
   

  	
   

  
	
  If to TFP,
  to:

  	
  Tambala Food
  Products Limited

  
	
   

  	
  Kamuzu
  Highway

  
	
   

  	
  Chichiri,
  Blantyre 3, Malawi

  
	
   

  	
   

  
	
  Copy To:

  	
  Millennium
  Group Worldwide

  
	
   

  	
  Rua de Evora, 126

  
	
   

  	
  Maputo, Mozambique

  
	
   

  	
  Telefax: 258 21-418 771

  
	
   

  	
  Email: dharawa@mgroupww.com

  



or to such
other address as may be specified in writing by any of the above. 


15.5. Entire Agreement


This Joint
Venture Agreement and the Ancillary Agreements, contain the entire
understanding of the Parties as of the date of each such agreement. There are
no representations, promises, warranties, covenants, agreements or undertakings
other than those expressly set forth or provided for in this Joint Venture
Agreement and the Ancillary Agreements, and the same supersede all prior
agreements and understandings between the Parties with respect to the
relationships and transactions contemplated by this Joint Venture Agreement. 


15.6. Validity of Provisions


Should any
part of this Agreement or the Ancillary Agreements be declared by any court of
competent jurisdiction to be invalid, such decision shall not affect the
validity of the remaining portion, which remaining portion shall continue in
full force and effect as if such instrument had been executed with the invalid
portion thereof eliminated there from, it being the intent of the Parties that
they would have executed the remaining portion without including any such part
or portion which may for any reason be declared invalid. In the event that a
provision of this Agreement or any Ancillary Agreement shall be declared to be
invalid, then the Parties agree that they shall, in good faith, negotiate with
one another to replace such invalid provision with a valid provision as similar
as possible to that which had been held to be invalid, giving due recognition
to the reason for which such provision had been held invalid.






IN
WITNESS WHEREOF, the Parties have executed this Joint Venture Agreement as of the day and year first above
written.


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Millennium Group Worldwide

  	
   

  	
  Tambala Food Products Limited

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Julius
  Jackson Sr.

  	
   

  	
  By: 

  	
  /s/ Chalo
  McColl Ephron Ng’ambi

  
	
   

  	
  


  	
   

  	
   

  	
  


  
	
  Julius
  Jackson Sr., President

  	
   

  	
  Chalo McColl
  Ephron Ng’ambi, Chairman