Exhibit 10.18


	
 


	
CONTRACT BETWEEN AGREEMENT FOR MILLENNIUM
  GROUP


	
WORLDWIDE, INC. AND
  BAS CONGO PROVINCE (A PUBLIC


	
PRIVATE PARTNERSHIP)


	







MGW-DRC
( number 01 ) 


          MILLENNIUM
GROUP WORLDWIDE, INC., a Florida corporation Tax ID no. 82-0540176, whose address is
2825 N. 10th St. St. Augustine, Florida 32084, United States of America, herein
represented by its president, Julius V. Jackson Sr., and hereinafter referred to as MGW,
hereby enters
into this agreement with the Province of Bas Congo, office of the Governor, represented by
His Excellency, Simon Mbatshi Batshia, Governor of the province,
hereinafter referred to as BCP.


	
 

	
 


	



	
      ARTICLE 1. CONTRACT OBJECTIVES


	



	
 

	
 


	
1.1

	
The parties approve and conclude this
  agreement for the ownership and management of all natural resources of the Bas
  Congo province, not presently under contract to any other party, for the
  purpose of benefiting the citizens of the Province of Bas Congo subject to
  this agreement and all additional stake holders and the shareholders of MGW, by
  financing the extraction and development of the natural resources, providing maximum beneficiation,
  entrepreneur development, infrastructure development and job creation.


	
 

	
 


	
1.2

	
The parties agree to provide the financial
  resources and technical expertise to maximize the income to the
  stakeholders, create a world class infrastructure, attract additional foreign
  investment to the province, budget the revenue in a manner that is conducive to the
  feasibility studies previously performed by the province and to be conducted
  through this agreement. This agreement will, at a minimum, improve the housing
  stock for
  government employees and other citizens, improve the communication system for the entire
  province, develop agriculture to meet the needs of both the province and
  export markets and provide a transportation










	
 

	
 


	
 

	
mechanism to move products, develop and
  rehabilitate agro processing systems where needed, provide housing, shopping,
  building materials supply, mining, fishing and any other legal
  activity that will benefit the province.


	
 

	
 


	
1.3

	
The scope of this agreement includes supply
  and or training of the work force for execution and management of services
  needed in the province;


	
 

	
 


	
1.4

	
All goods and services referred to in
  paragraphs 1.2 and 1.3 of this agreement will comply with standards of
  quality set forth by international best practices and any
  commodity or other resource sold and not beneficiated in Bas Congo province
  will be sold at the prevailing market price at the time of the sale. However, it is the
  intent of both parties, that over time, the internal infrastructure will be
  developed to maximize the possibility of developing for retail or end user
  consumption, or any other means of exploiting for the exhaustion of the value
  chain. Both parties agree to commence operating under this agreement within
  30 days of the signing of this agreement, but no later than October 1, 2008.


	
 

	
 


	



	
ARTICLE 2. TERMS OF THE CONTRACT


	



	
 


	
This agreement is valid for a period of
  fifteen years from the date of signing, which will be automatically
  renewed for an equal period, unless written notice is given at least 90 days prior to the
  expiry date.


	
 

	
 


	



	
ARTICLE 3. WARRANTIES


	



	
 


	
3.1

	
MGW will have full responsibility for the
  quality and quantity of services provided under this agreement
  and shall therefore, warranty all work and services provided either
  directly or through sub-contracts or outsourcing. If there are any quality or quantity
  issues arising under this agreement and it is clearly the fault of the majority stake
  holder of this partnership, remedies will be made at the majority stake holders
  cost. If there is intervention on the part of the province and defects or faults,
  are the result of interventions by employees or representatives of
  the province, BCP, the cost of repair, replacement or rectifying the problem, shall be borne by
  the province with the majority shareholder.


	
 

	
 


	
3.2

	
Should MGW fail to make the necessary
  repair, provide the proper service or correct the problem in
  a timely manner, the BCP may take the necessary steps at his discretion, in
  which case all costs related to this replacement, repair or










correction will be born by MGW, including
cost for outside contractors or service providers, provided that
the solution found was most optimal from the economical point of view and MGW was given ample opportunity to correct
the problem or claim within a reasonable
period of time.


	
 

	
 


	



	
ARTICLE 4.0 RIGHTS AND OBLIGATIONS OF MGW/BAS CONGO/PARTNERSHIP


	



	
 


	
4.1 RIGHTS AND
  OBLIGATIONS OF MILLENNIUM GROUP WORLDWIDE, INC.


	
 


	
4.1.1

	
Appoint a representative plenipotentiary to
  make decisions on behalf of the majority shareholder of this agreement and to
  respond to all the questions related to the execution of this agreement.;


	
 

	
 


	
4.1.2

	
Supply the necessary material, equipment, services and personnel to
  the partnership, for shipment to the designated city or village within the
  province where activities are to take
  place, according to the timetable established by the operating plan
  which will be developed under this agreement within 30 days of signing this
  agreement. The partnership will assume all the costs of freight, insurance, packing, customs taxes and other costs
  possibly due under the legislation of the country of origin or country
  of designation;


	
 

	
 


	
4.1.3

	
MGW intends to vertically integrate
  projects to maximize profit and concurrently maximize the positive
  impact on the quality of life for the citizens of Bas Congo Province. Any
  interference by one partner in the execution of the responsibilities of the other can lead to the voiding of
  the rights under this agreement of the partner
  interfering. The operating plan will stipulate all remedies for violation of this
  agreement and shall become a part of this agreement.


	
 

	
 


	
4.1.4

	
MGW will deliver the necessary technical
  expertise, products and materials to convert, whenever possible, the
  resources originating in Bas Congo, to a form that maximizes the benefits to Bas
  Congo and the region, including creating local manufacturing capabilities.


	
 

	
 


	
4.2 RIGHTS AND
  OBLIGATION OF BAS CONGO PROVINCE


	
 


	
4.2.1

	
Appoint a plenipotentiary representative
  with control and management authority who will have a right to decide in the
  name of the province, all issues related to the execution of this agreement;


	
 

	
 


	
4.2.2

	
Execute all documents necessary for the
  company to acquire the financing for the extraction of
  resources, development of infrastructure and delivery of services under this agreement;


	
 

	
 


	
4.2.3

	
The province will have the responsibility
  of paying back to the partnership any funds advanced or
  funds for services performed for its own purposes; which may be paid from the dividends;


	
 

	
 


	
4.2.4

	
Ensure the compliance of all materials and
  equipment by the national government’s regulations and tax incentives;


	
 

	
 


	
4.2.5

	
The province will facilitate the
  establishment of air services for the partnership personnel and the
  public;


	
 

	
 


	
4.2.6

	
Provide accommodation, meals and transport
  at the expense of the province until facilities are secured by the company to
  maintain its work force and sub­contractors.


	
 

	
 


	
4.2.7

	
Make available transportation, access and
  movement of employees and sub­contractors throughout the DRC, including
  obtaining proper clearances and visa invitation letters and work permits;


	
 

	
 


	
4.2.8

	
Provide the land and associated right of way for the building of
  roads and railroads for transporting
  natural resources to mainline transportation for export;










	
 

	
 


	
4.2.9

	
Provide 500 hectares for the development of
  an enterprise zone;


	
 

	
 


	
4.2.10

	
Make a provision for official travel every
  four months on investment missions around the globe;


	
 

	
 


	
4.2.11

	
Provide all official geological documents,
  feasibility studies associated with all resources including
  businesses owned by the province.


	
 

	
 


	
4.3 RIGHTS AND
  OBLIGATIONS OF THE PARTNERSHIP


	
 


	
4.3.1

	
The partnership will cooperate in the
  establishment of all logistics programs, freight forwarding programs
  shipping requirements, country incentives or anything else that could reduce the cost
  of operations, including tax incentives. As the majority partner intends to establish
  an enterprise zone to attract other well developed and operating businesses to the
  province, BCP shall, upon notification by MGW, work to establish zones or other
  incentives to increase the benefits to the partnerships stakeholders.


	
 

	
 


	
4.3.2

	
MGW/BCP will assume responsibility for the
  payment of salaries, daily allowances and overtime of its employees,
  including all social and labor contributions, health and life insurance, and
  insurance against accidents or any other costs that may be due under applicable laws
  of the Democratic Republic the Congo.


	
 

	
 


	
4.3.3

	
Assume responsibility for travel, transfer
  and accommodation expenses of its personnel outside and
  inside of the Democratic Republic of the Congo, as well as expenses related to
  trips and all fees necessary for obtaining entry and exit visas at the country of origin
  and any designated country where work will be done in association with this
  agreement.


	
 

	
 


	
4.3.4

	
Provide all work force, tools and equipment
  that might be necessary for providing service in such volume and quality,
  including transportation of materials,
  products and services to the city, village or adjoining province where work
  is to be performed.


	
 

	
 


	
4.3.5

	
Pay costs for private communication and
  personal use materials that the province may supply to the company or to its employees. These expenses
  shall be deducted in monthly installments
  according to the cost incurred in the previous month or accounting
  period.


	
 

	
 


	
4.3.6

	
Assume responsibility for any damage caused
  to the property of the province by third parties through
  the fault, incompetence or negligence of its personnel, even though while
  providing services included in the scope of this agreement;


	
 

	
 


	
4.3.7

	
Comply with legislation and current
  internal norms and regulations of the DRC in mining and all other sectors, substituting
  any of its employees whose attitude might be considered unacceptable;


	
 

	
 


	
4.3.8

	
MGW/BCP shall pay all costs incurred on the
  evacuation of its employees for health treatment abroad, as well as all medical
  treatment and conveyance costs;


	
 

	
 


	
4.3.9

	
MGW/BCP will design, build and operate a 120 kilometer toll road
  between the city of Boma and Muanda;


	
 

	
 


	
4.3.10

	
MGW/BCP will build/rehabilitate and operate
  the airports and sea ports in the province.


	
 

	
 


	
4.3.11

	
MGW/BCP partnership will acquire/build and
  operate the cement plant in the Bas Congo Province.










	
 

	
 


	
4.3.12

	
MGW/BCP will develop a full five year plan which will include
  additional responsibilities not currently
  included or stipulated in this agreement, but will, at the time of
  insertion, have the agreement of both parties;


	
 

	
 


	
4.3.13

	
MGW/BCP will develop local Congolese
  business development plan as a part of the five year plan
  stipulated in paragraph 4.3.12. This sub-plan will provide the method through which,
  the partnership meets and exceeds the 15% participation goal for indigenous Congolese businesses for this
  agreement.


	
 

	
 


	
4.3.14

	
MGW/BCP will deliver the necessary
  technical expertise, products and materials to convert, whenever possible,
  the resources originating in Bas Congo, to a form that maximizes the benefits to
  Bas Congo and the region, including creating local manufacturing capabilities.


	
 

	
 


	
4.3.15

	
All contractual agreements and purchase
  orders over $10,000 USD for products or services, must be
  signed off on by the partner’s representatives.


	
 

	
 


	
4.3.16

	
When either partner plans to engage in any
  activity similar to or contrary to the elements or sectors
  covered by this agreement, the party intending to take the action must notify the
  other of the intent or consideration. This notification must be made immediately via
  fax or e-mail and telephone to the authorized representative of the partner.


	
 

	
 


	
4.3.17

	
The partnership will assuming all the costs
  of freight, insurance, packing, customs taxes and other costs
  possibly due under the legislation of the country of origin or country of
  designation;


	
 

	
 


	
4.3.18

	
MGW/BCP will also select potential
  employees for the partnership from existing employees of the
  Province. If an existing state owned business is taken over by the partnership, the
  existing employees will be given the right of first refusal for any new jobs
  created in a new business and will not be retrenched unless they choose to do so.


	
 

	
 


	
4.3.19

	
All goods and services referred to in paragraphs 4.3.17 and 4.3.18 of this agreement will comply
  with standards of quality set forth by international best practices and
  any commodity or other resource sold and not beneficiated in Bas
  Congo province will be sold at the prevailing market price at the time of
  the sale.


	
 

	
 


	



	
ARTICLE 5. PRICE AND TOTAL VALUE OF THE
AGREEMENT 


	



	
 


	
The value of this agreement can not be
  determined at this time. In due course, MGW will, as a part of
  this agreement, assess the value of the natural resources and other state owned assets that are
  a part of this agreement. The attached list of natural resources and state
  owned assets shall be deemed to be the capitalization of this public/private
  partnership. The partnership will have the right to use the assets depicted
  below to create
  off-take agreements, inducing strategic partners to participate in business
  vehicles or joint ventures with the public/private partnership. For the
  purpose of providing a minimum to the value of the agreement, the known bitumen
  reserves are used, those
  known reserves being 5 billion tons.


	
 


	



	
ARTICLE 6. TERMS OF DIVIDENDS AND INITIAL CAPITAL 


	



	
 


	
6.1

	
The dividends will be determined by the
  Board of Directors of the partnership. When dividends are declared, they shall be
  split as follows: 81% to MGW and 19% to
  BCP. It is expected that initially, there will be deficit spending in order
  to take care of some of the urgent
  needs of the province. If both parties agree to advance funds to the province for the purpose of
  initiating some of the urgently needed
  projects, the cost of the extended term of borrowing will be absorbed by the minority partner and those payments will
  be deducted from the dividends;










	
 

	
 


	
6.2

	
An agreement will be written detailing the
  cost associated with the urgent project and the proposed recapture rate for the advanced funds.


	
 

	
 


	
6.3

	
All funds associated with this agreement
  shall be held in a U.S. bank or any other bank chosen by the majority shareholders
  to this agreement. However, as the banking
  climate improves in DRC, the majority shareholders may decide to keep funds
  on deposit within the DRC. Note: The majority shareholders intend to keep funds within the DRC in an adequate amount to
  fund current expenses. When wire
  transfers are needed, payment for the wire transfer will be borne by the MGW/BCP
  partnership.


	
 

	
 


	
6.4

	
Initial capital will be the responsibility
  of both parties to this agreement. $3 million usd will be the
  initial capital. Funding for the projects will be derived from the borrowing that will be
  collaterised by the resources of the province. However, either party may loan
  funds to the partnership at an interest rate of 7%.


	
 

	
 


	
6.5

	
Both parties will participate in the
  development of the budget for the partnership and will also
  participate in the development of the operating plan which will, among other things,
  delineate the priorities and pro rata budgetary outlays;


	
 

	
 


	



	
ARTICLE 7. TERMS AND TIME OF PERFORMANCE


	



	
 


	
7.1

	
MGW will, within two weeks of the
  completion of the operating plan, complete the marketing plan. This marketing
  plan will include but not be limited to, the dates and cities for the road
  shows, the venue and times, the key people and organizations to be invited
  and the expected revenue from each venue. The marketing plan will also include visits to
  churches, conventions, trade shows, Investment
  bankers, Equity Funds and Pension Funds. The marketing plan will be updated on a quarterly basis with all
  modifications being communicated to both shareholders.


	
 

	
 


	
7.2

	
MGW will, on a best efforts basis, arrange
  the financing for all of the activities contemplated under
  this agreement. The issuance of tax exempt bonds in the amount of a minimum
  100 million usd is expected within seven months of contract signing.
  However, it is anticipated that funds from an initial public offering from the
  majority partner, MGW will be available for the initiation of this agreement;


	
 

	
 


	
7.3

	
MGW will comply with all the requirement of
  a reporting company as it manages this agreement. At a
  minimum, all reporting will be done on a quarterly basis to the shareholders,
  with audited financials being provided on an annual basis;


	
 

	
 


	
7.4

	
All pricing under this agreement will be
  charged at a rate equal to or less than the prevailing
  international prices unless there are local pricing data that can substitute for
  international pricing;


	
 

	
 


	
7.5

	
Should any damage to property or accident
  occur where there is a delay in delivery of critical services, products or
  materials, the majority partner shall assume the responsibility of correcting the
  problem without delay. If corrective action isn’t taken in a timely manner, and MGW refuses to act with the
  best interest of the province being
  demonstrated, the province may secure the necessary products and/or services at the expense of the majority
  shareholder;










	
 

	
 


	
7.6

	
All transported cargo (where applicable)
  will have its packaging numbered and will be accompanied
  with a Packing List which will contain, at least, name, dimensions and gross
  and net weight. Packing lists will be shipped in water-resistant envelopes.


	
 

	
 


	



	
ARTICLE 8. DURATION OF AGREEMENT


	



	
 


	
This agreement shall be in effect for
  fifteen years from the date of signing, which will be automatically renewed
  for an equal period, unless written notice is given at least 90 days prior to the expiry
  date. Some of the financing to be used by the company will be for the period of 15 years. If
  there is a cause for termination of this agreement, the province must find alternative
  financing to replace that which MGW would have arranged and in some cases, signed
  for.


	
 


	



	
ARTICLE 9. PENALTIES


	



	
 


	
9.1

	
Should either party not perform under the terms of this agreement,
  the offended party will be entitled to
  mobilization cost. Cost incurred in the performance of activities under this agreement, and liquidated damages will be
  determined by an arbitrator;


	
 

	
 


	
9.2

	
Should any of the parties, without a fair
  cause, cancel this agreement or fail to fulfill its obligations, except
  occurrence of Force Majeure, it will indemnify the other Party the cost of resulting
  damage.


	
 

	
 


	



	
ARTICLE 10. CONFIDENTIALITY


	



	
 


	
10.1

	
All information deemed confidential shall
  be identified and treated as such and may not be used for
  any other purpose other than that resulting from the contractual
  obligations;


	
 

	
 


	
10.2

	
The Parties are hereby obliged by the rules
  of confidentiality over this agreement for a period of 10
  (ten) years pursuant to issuance of Terms of Acceptance of this agreement;


	
 

	
 


	
10.3

	
All information of public knowledge or
  previously known by the parties and/or legal documentation
  shall not be considered as confidential;


	
 

	
 


	
10.4

	
Both parties are prohibited to make statements to third Parties about
  the nature and course of work related to
  agreed upon services, except when requested by any governing or self regulatory body with the approval of both
  parties;


	
 

	
 


	











	
 

	
 


	
ARTICLE 11. INSURANCE


	








	
 

	
 


	
Besides the other obligations contained in
  this agreement, it will be the entire responsibility of the
  partnership to obtain insurance for its representatives and personnel as well as their
  actions towards third persons, equipment and materials which make part of the scope of this
  agreement;


	
 


	



	
ARTICLE 12. RESCISSION


	



	
 


	
12.1

	
This agreement may be rescinded,
  unilaterally, irrespective of notice, amendment or judicial
  ruling under the following conditions:


	
 

	
 


	
12.1.1

	
Repeated complaints, notifications, multiple warnings issued by one
  party to the other due to faulty services
  and/or defects specifically related to this agreement;


	
 

	
 


	
12.2

	
A change of circumstances, conditions or
  legal situation, prevailing at the time of execution of this
  agreement and recognized by both Parties, if the Parties failed to arrive to
  agreement as for adjustment to the new situation;


	
 

	
 


	



	
ARTICLE 13. CONTRACT DOCUMENTATION FOR SHIPPED GOODS


	









	
 

	
 


	
Goods supplied under this contract will
  come along with the following documentation:


	
 

	
 


	
Original Bill of Lading (B/L)

	
1 copy


	
 

	
 


	
Copies of Bill of Lading (B/L)

	
2 copies


	
 

	
 


	
Certificate of Origin

	
1 copy


	
 

	
 


	
Manufacturer’s Certificate of Warranty Packaging 

	
1 copy


	
 

	
 


	
List

	
1 copy


	
 

	
 


	
Copy of Insurance Contract

	
1 copy


	
 

	
 


	
Copy of Inspection Certificate issued by
  BIVAC 

	
1 copy


	
 

	
 


	
Technical Documentation

	
1 copy










	
 

	
 

	
 


	



	
ARTICLE 14. DISSOLUTION


	



	
 


	
This agreement may be dissolved
  irrespective of protest, judicial or extrajudicial notification or
  injunction of the defaulting party, besides cases provided for by law, in the following cases:


	
 


	
 

	
14.1 

	
Where MGW, due to its fault, delays the
  fulfillment of deadlines agreed upon between the Parties for more than 60
  (Sixty) days, without written consent of the other Party;


	
 

	
 

	
 


	
 

	
14.2

	
Where either party to this agreement is
  declared bankrupt or filed for judicial bankruptcy composition;


	
 

	
 

	
 


	
 

	
14.3 

	
Where MGW defers in the payment of any
  installments due to the province by virtue of this agreement for more than
  30 (thirty) days, without the respective written agreement of the province;


	
 

	
 

	
 


	
 

	
14.4.

	
Where, for reasons of Force Majeure,
  promptly communicated to the other Party, the inability to fulfill the contractual
  obligations herein








	
 

	
 


	



	
ARTICLE 15. TERMINATION


	



	
 


	
The simple acts of tolerance of any of the
  Parties, related to default in any of the contractual
  obligations by the other Party, shall neither in anyway; imply the novation
  of this
  agreement, nor the relinquishment of any of the rights or intentions that the
  agreement
  confers on such a Party.


	
 


	



	
ARTICLE 16. FORCE MAJEURE


	



	
 


	
16.1

	
“Force Majeure’ shall be understood to be
  all and any circumstance that is beyond the reasonable control of the party
  affected by it, including natural occurrences or natural disasters such as floods,
  earthquakes, lightning and storms,
  wars, declared or undeclared, sabotage, uprising, acts of public enemies or banditry, civil disturbance, illegal and
  organized absenteeism of employees from
  work, leading the stoppage of work, and acts of public authorities„ including legislative restrictions in issuing
  foreign worker permits which are illicit or outside the scope of their competence;


	
 

	
 


	
16.2

	
Any delay in fulfillment or default in any
  of the contractual obligations by any of the Parties shall not
  constitute a violation of this agreement and shall be justified, if and in to the
  extent that they are caused by a Force Majeure situation;


	
 

	
 


	
1 6.3

	
The Party that evokes the “Force Majeure”
  situation shall inform the other Party on such fact, in writing, within the
  shortest possible time, while simultaneously taking all reasonable
  measures, within their reach, to remove, prevent the spread or reduce the
  effects of the “Force Majeure”;


	
 

	
 


	
16.4

	
The default or delay period, together with
  the period needed to repair any damages during this delay or losses resulting from
  it, shall be added to the period set forth herein for fulfillment of the said
  obligation and for fulfillment of any obligation related to it, and,
  consequently, shall be added to the validity of the agreement;


	
 

	
 


	
16.5

	
The interruption of activities or extension
  of the duration of the agreement period due to “Force
  Majeure” situations, may involve the review of the relevant contractual
  provisions, with a view to re-establishing the conditions that guaranteed the
  initial balance of the agreement in the technical, economic and financial areas;










	
 

	
 


	
16.6

	
Where, however, such “Force Majeure” or
  extension of the period of its duration requires the
  rescission of this agreement, both parties shall agree on the respective terms and
  conditions.


	
 

	
 


	



	
ARTICLE 17. ARBITRATION


	



	
 


	
17.1

	
All disputes End conflicts arising between
  the Parties on the validity, interpretation and application of the provisions
  of this agreement, shall be resolved amicably, by mutual agreement;


	
 

	
 


	
17.2

	
Where there is no agreement, the issue
  shall be resolved in accordance with the reconciliation and
  Arbitration of the United Nations Commission on International Trade Law (UNCITRAL);


	
 

	
 


	
17.3

	
The applicable law will be effective law of the Democratic Republic
  of the Congo, except when funds are
  brought into the DRC from another country. In that case, the law of that country shall prevail;


	
 

	
 


	
17.4

	
French and English will be used as the
  language of legal proceedings;


	
 

	
 


	
17.5

	
Arbitration costs shall be borne by
  whomever and in whatever form as may be decided by the
  arbitration court;


	
 

	
 


	
17.6

	
The decision of the court shall be final
  and binding on the Parties involved and shall not be subject
  to appeal or review by any judicial authority.


	
 

	
 


	



	
ARTICLE 18. CONTRACT LANGUAGE


	



	
 


	
This agreement is made in French and
  English, being both languages equally valid for interpretation of
  this agreement.


	
 


	



	
ARTICLE 19. ENTRY INTO FORCE


	



	
 


	
This agreement shall enter into force on
  the date of its signature by both Parties.





In witness whereof the Parties set their hands hereto, in 5
(five copies of equal content, 3 (three) in French and 2 (two) in English, in
the pree witnesses below, who for all legal purposes also set their hands hereto.


Bas Congo, Province, Democratic Republic of the Congo,
September 20, 2008


 By: /s/ Simon Mbatshi Batshia 





HIS EXCELLENCY, SIMON MBATSHI
BATSHIA, 

GOVERNOR OF BAS CONGO PROVINCE, DEMOCRATIC REPUBLIC OF THE CONGO



 By: /s/ Julius Jackson Sr. 




 Julius Jackson Sr.
MILLENNIUM GROUP WORLDWIDE Inc,
PRESIDENT