Exhibit 10.5


          THIS AGREEMENT (“Agreement”) is made and
entered into this 25 day of, Feb,
2007, by and between MILLENNIUM GROUP
WORLDWIDE, INC., hereinafter referred to as “MILLENNIUM,” and WANDANA
INTERNATIONAL JAMBO COFFEES AND
TEAS, INC., hereinafter referred to as “WANDANA.”


WITNESSETH:


          WHEREAS, MILLENNIUM is a corporation that has
demonstrated a concern for the social
and economic needs of disadvantaged communities in Africa through broad based
economic empowerment strategies; and


          WHEREAS,
WANDANA is a corporation organized to create economic development opportunities
in Africa, and particularly Kenya, in order to improve the social and economic power of those historically
disadvantaged citizens within Africa, through, among other things, the growing,
roasting, grinding and distribution of 100% African coffee or coffee
beans; and


          WHEREAS, WANDANA has developed and amassed
extensive contacts and expertise in the area of African coffees,
including, without limitation, manufacturing, marketing,
roasting, growing, distributing and harvesting of various coffee products from coffee
beans from East Africa and other coffee producing regions (the “WANDANA
Business Model”); and


          WHEREAS, MILLENNIUM wishes to invest six
million dollars ($6,000,000.00) in a yet to be formed corporation
in order to take advantage of the benefits of the WANDANA Business Model to
further its goals and objectives; and


          WHEREAS, MILLENNIUM and WANDANA have agreed
to form a new corporation
organized under the laws of the State of Florida for the purpose of executing the
WANDANA Business Model in the United States; and


          NOW THEREFORE, in consideration of the
mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the
parties hereto agree that the foregoing recitals are true and accurately stated
and are hereby incorporated into this Agreement, and further agree as follows:


ARTICLE I

THE NEW CORPORATION


	
 

	
 


	
1.1.

	
          It is
  proposed that the name of the new corporation shall be “Jax Roasters, Inc.” (hereinafter sometimes referred
  to as the New Corporation”), or a similar name which the incorporators
  may select.


	
 

	
 


	
1.2

	
          It is
  proposed that the New Corporation shall be formed and organized for the
  purpose of implementing the WANDANA Business Model, as set forth in more detail in the Business Plan attached
  hereto as Exhibit “A”. 


	
 

	
 


	
1.3

	
          It
  is proposed that the New Corporation shall be authorized to issue 50,000,000
  shares of capital stock with a par value of one (1) cent and with the
  discretion of the Board of Directors, pursuant to the Articles of
  Incorporation and Bylaws, to determine the designations, preferences, voting
  and other rights, and limitations.


	
 

	
 


	
1.4

	
          It is proposed that WANDANA deliver to the New
  Corporation its expertise, contacts, and extensive experience in the
  area of, among other things, African
  coffee bean roasting, growing, harvesting, distributing and marketing, in exchange for MILLENNIUM’s
  investment of six million dollars ($6,000,000.00) in the New
  Corporation.


	
 

	
 


	
1.5

	
          In exchange for its investment, MILLENNIUM shall
  receive 51% of the issued shares of
  the New Corporation and WANDANA shall receive 49% of the issued shares
  of the New Corporation.


	
 

	
 


	
1.6

	
          MILLENNIUM and WANDANA agree to enter into a
  shareholder’s agreement in the substantial form and substance as the
  shareholder’s agreement attached hereto as Exhibit “B”.


	
 

	
 


	
1.7

	
          MILLENNIUM acknowledges that no representations
  or warranties of any nature have
  been made to it respecting the ultimate tax or other economic consequences
  of its investment. MILLENNIUM is aware that the business of the proposed New Corporation is speculative
  in nature and involves various
  risks, including, but not limited to those risks that have been discussed
  with MILLENNIUM.


	
 

	
 


	
1.8

	
          The parties agree that any of the subscribers or
  their attorneys may act as incorporator and execute and file articles
  of incorporation.


	
 

	
 


	
1.9

	
          MILLENNIUM hereby subscribes to 51% of
  the total shares issued by “Jax Roasters, Inc.” at a price of six
  million dollars ($6,000,000.00). MILLENNIUM
  will fulfill its investment obligation by delivering to “Jax Roasters, Inc.” a verifiable commitment to
  provide six (6) million dollars ($6,000,000.00)
  in operating capital and subsequently provides said capital pursuant
  to a draw schedule in accordance with the capital needs of the Wandana Business Model, as more fully set
  forth in the Wandana Business Plan attached hereto as Exhibit “A”.










ARTICLE II OBLIGATIONS OF 

WANDANA


	
 

	
 


	
2.1.

	
          WANDANA  shall, during the term of this agreement, provide Jax
  Roasters, Inc. with the WANDANA Business Model. The WANDANA Business Model
  shall consist of WANDANA providing its management and business expertise, fa
  among other things, the growing, harvesting, roasting and distributing of
  100% African coffee beans.


	
 

	
 


	
2.2.

	
          WANDANA
  shall manage the day to day operations of Jax Roasters, Inc. Simon Nyagah
  shall act as the President of Jax Roasters, Inc. Linda Fructuoso, Martin Mwaniki, Jackson Kanamplu shall act as
  the Vice Presidents of Jax Roasters, Inc. Their employment shall be
  formalized by way of employment agreements.





ARTICLE III

OBLIGATIONS OF MILLENNIUM


	
 

	
 


	
3.1.

	
          MILLENNIUM
  shall invest six million dollars (US) ($6,000,000.00) in Jax Roasters,
  Inc. in exchange for 51% of the total shares of the corporation issued.


	
 

	
 


	
3.2.

	
          MILLENNIUM
  agrees to enter into the shareholder’s agreement attached hereto
  as Exhibit “B”.





ARTICLE IV

OWNERSHIP OF BOOKS, RECORDS AND FILES


	
 

	
 


	
4.1.

	
          The
  parties acknowledge that during and after the formation of the new corporation, both parties may disclose
  confidential information, including without limitation, trade secrets, blending and roasting techniques,
  trademarks, servicemarks, copyrighted material, proprietary data, contact
  information, etc., to the other party. Each party specifically acknowledges that the other party’s trade secrets
  and proprietary data, including, but
  not limited to, customer information, blending and roasting techniques or processes, business contacts,
  market strategies, business plans and concepts, vendor agreements, address lists, tabulations, compilations,
  software and specialized software applications, specific product development
  information, policies, internal memoranda, corporate records, rolodex
  files, agreements, minutes of meetings, correspondences,
  membership lists and related information, and any other information pertaining to each party’s business dealings,
  shall remain the property of each respective
  party. Further, MILLENNIUM agrees that the New Corporation shall enter into a licensing agreement with WANDANA in
  relation to all of WANDANA’s proprietary materials or information, including,
  without limitation, processes for blending and roasting coffee beans, trademarks and servicemarks? 


	
 

	
 


	
4.2

	
          Each
  party acknowledges that the other party’s trade secrets and
  proprietary data are confidential. Each party further acknowledges that the
  confidential information of such other
  party is a valuable and unique asset of the other party, and agrees not to disclose to any person or entity,
  except under legal compunction from a court or other entity of competent jurisdiction, nor make personal use
  of any such confidential information concerning the other party.





TERM OF AGREEMENT AND TERMINATION


          5.1. Either
party may terminate this Agreement, if the other party is in material breach
of the Agreement, by giving written notice thereof to the other party. Such
notice shall specify the alleged material
breach, shall state the termination date and shall be sent by certified mail, return receipt requested,
to the other party at the notice address specified. The defaulting party shall have thirty (30) days to cure the
default to the reasonable satisfaction of the non-defaulting party.


ARTICLE VI

MISCELLANEOUS


          6.1.
This Agreement contains all of the terms agreed upon by the parties with
respect to the subject matter of this Agreement. Unless otherwise specified in
this Agreement, no amendment or modification
of this Agreement shall be valid or binding upon either party to this Agreement
unless made in writing and fully executed by both parties.


          6.2. All
notices provided herein or contemplated hereby shall be in writing and shall be deemed to have been duly given when sent
postage prepaid by certified mail, return
receipt requested, to the parties at the addresses contained on the execution page
of this Agreement. Each party is to, at all times, keep the other party
notified of changes in current mailing and physical addresses.








          6.3.
This Agreement shall be construed and
enforced in accordance with the
laws of the State of Florida. Litigation shall be in the 4th Judicial Circuit
Court of Florida, located in Duval
County, and venue shall be exclusively in Duval County, Florida.


          6.4.
In the event of litigation, whether in a court of law or in an arbitration
proceeding, arising from or relating to this
Agreement, the prevailing party shall have its costs, including reasonable attorneys’ fees and costs of arbitration,
paid by the losing party.


          6.5.
The parties agree that any controversy or
claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration
in accordance with the Rules of the American
Arbitration Association. Any judgment upon the arbitration award may be
entered in any Court having jurisdiction thereof.


          6.6.
This Agreement shall be binding upon and
shall inure to the benefit of the
parties hereto and their successors. Neither party shall be entitled to
assign its rights or obligations under this Agreement to any other party.


          6.7.
In construing the terms of this Agreement,
it is agreed by the parties
hereto that (1) all Article headings
are for convenience of reference; (2) all references to gender shall be deemed to include every other
person; (3) the singular includes the plural
and the plural includes the singular; and (4) the invalidity or
unenforceability of any provision of
this Agreement shall not affect or impair any other provisions. Furthermore, the parties hereto acknowledge that
they have each participated in the preparation
of this Agreement, and their respective counsel had the opportunity to make comments and revisions in connection with its
preparation. Accordingly, it is hereby agreed that no party shall be
deemed to have drafted this Agreement for purposes of any ambiguity construed against the preparer of this Agreement, should a
court determine any ambiguity exists.


          IN WITNESS WHEREOF, the parties have
hereunto set their hands and seals as of the day and year set forth at the
beginning of this Agreement and do hereby agree to fully perform the covenants
and agreements as hereinabove set forth.


MILLENNIUM GROUP
WORLDWIDE, INC. 


	
 

	
 


	
By:

	
/s/ Julius Jackson Sr.


	
 

	



	
 

	
Julius Jackson Sr., President





WANDANA INTERNATIONAL
COFFEES & TEAS, INC


	
 
	
 
	
 
	
 

	
By:
	
/s/ Simon Nyagah
	
 
	
 

	
 
	

	
 
	
 

	
 
	
Simon Nyagah, President