Exhibit 10.1 


ESCROW
AGREEMENT (PUBLIC OFFERING)


          AGREEMENT
made this 19th day of November, 2008 by and among Millennium Group
Worldwide Incorporated, 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 Issuer has filed with the Securities and Exchange Commission (the
“Commission”) a Form S-1 registration statement (the
“Registration Statement”) covering a proposed public offering of its securities
as described on the Information Sheet;


          WHEREAS,
the Issuer 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 unit all as set forth on the information Sheet;


          WHEREAS,
the Issuer proposes to establish an escrow account, to which subscription
monies which are received by the Escrow Agent and the Escrow Agent is willing
to establish the Bank Accounton the terms and subject to the conditions
hereinafter set forth; and


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


          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 Escrow Account.


          2.1  The Escrow Agent shall establish a
non-interest-bearing bank account at an FDIC 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” or “Escrow 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 fund s ,
all as described herein. 






          2.2  On or before the date of the initial deposit
in the Escrow Account pursuant to this Agreement, the Issuer 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 prior to its receipt of such
notification.


          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 Issuer shall
not deposit, and the Escrow Agent shall not accept, any additional amounts
representing payments by prospective purchasers.


          3.
Deposits to the Escrow Account.


          3.1
Upon the Escrow Agent’s receipt of such monies, they shall be credited to the
Bank 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 Issuer (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. 


          3.3
The Escrow Agent shall not be required to accept for credit to the
Escrow Account or for 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”.


          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 or deduction there from, 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 Issuer of its distribution of
the Fund. 


          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 the Escrow Agent
shall promptly notify the Issuer 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 Issuer 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 Issuer 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 Issuer 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.


          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. 






          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
T he Escrow Agent shall notify the Issuer 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
issuer 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 Issuer except as to the amount of such payments;
however, the Escrow Agent shall notify the Issuer 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.


          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.


4






          6.          
Amendment; Resignation. This Agreement may be
altered or amended only with the written consent of the Issuer 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 Issuer 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
Issuer 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 Issuer 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 Issuer 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.


          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.


5






          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 Issuer 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.


          9.2
If the indemnification provided for in Section 9.1 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.


          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.


6






          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

	
ISSUER:


	
in the
  presence of:

	
MILLENNIUM
  GROUP WORLDWIDE


	
 

	
INCORPORATED








	
 

	
 

	
 

	
 

	
 


	
 /s/
  Kenneth Timbrook 

	
By: 

	
 /s/ 

	
Julius
  Jackson Sr 

	
 


	


	
 

	


	


	



	
Print
  Name: Kenneth Timbrook 

	
 

	
 

	
Julius
  Jackson, President 


	
Sr.,
  President

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 /s/
  Christy Timbrook 

	
 

	
 

	
 

	
 


	


	
 

	
 

	
 

	
 


	
Print
  Name: Christy Timbrook 

	
 

	
 

	
 

	
 








	
 

	
 


	
 

	
MIAMI ESCROW
  SERVICES, INC








	
 

	
 

	
 

	
 

	
 


	
 /s/ Maria L Ruiz 

	
By: 

	
 /s/ 

	
Marc Lipsitz 

	
 


	


	
 

	


	


	
 


	
Print Name:  Maria L Ruiz 

	
 

	
 

	
 Marc Lipsitz, President 


	
 

	
 

	
 

	
 

	
 


	
 /s/ Dara Rasul 

	
 

	
 

	
 

	
 


	


	
 

	
 

	
 

	
 


	
Print Name:  Dara Rasul 

	
 

	
 

	
 

	
 






7 






ESCROW
AGREEMENT INFORMATION SHEET


1.          The
Issuer


Name:
Millennium Group Worldwide Incorporated


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 of share s
and warrants, etc.) : Common Stock 


Par value, if
any: $.001 


Offering price
per share/unit/other $12.00 per share 


3.
          Minimum Amounts
Required for Disbursement of the Account


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


4.          Plan
of Distribution of the Securities


	
 

	
 


	
Offering  Period:

	
 Up  to 9 Months 


	
 

	
 


	
Extension
  Period, if any;

	
 Up to 24 Months 


	
 

	
 


	
Collection
  Period, if any

	
4 business
  days





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


Escrow Agent
for the offering by: Millennium Group Worldwide Incorporated


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. 


 7.
Escrow Agent fees: hourly rate of $200 an hour plus out of pocket costs
incurred by the Escrow Agent, including postage and stationary