Exhibit 10.3


JOINT VENTURE AGREEMENT


          THIS
AGREEMENT is made effective as of the 11th day of May, 2007 by and between
Millennium Group Worldwide, Inc., a Florida corporation (“MGW”) and Prism Real
Estate, Inc., a Minnesota corporation (“Prism”).


Recitals


	
 

	
 

	
 


	
 

	
1.

	
The parties
  wish to combine their efforts in the purchase, ownership, development, and
  marketing of real estate in Mexico. The parties have demonstrated a desire
  for addressing the economic and social needs of the previously disadvantage
  communities in Mexico, North America and the Caribbean, primarily through
  broad-base economic strategies. Secondarily, the parties intend to create a
  larger middle class through entrepreneurship and simultaneously earn a profit
  from the efforts to reinvest in the development of the communities to be
  served. At a minimum, the development of real estate within these communities
  will be enhanced through the proposed strategy.


	
 

	
 

	
 


	
 

	
2.

	
The parties
  shall create a new company jointly owned by MGW and Prism. MGW shall have a
  Fifty-one percent (51%) ownership interest in the new company and Prism shall
  have a Forty-nine percent (49%) ownership interest in the new company which
  company shall be a special purpose vehicle which could have broad scope and
  unlimited duration. The company shall be referred to as “the SPV.”


	
 

	
 

	
 


	
 

	
3.

	
MGW will
  bring to the SPV relationships with, among others, The World Bank, Rand
  Merchant Bank, and the Overseas Private Investment Corporation. MGW could
  also bring Two Dollars of outside capital for every One Dollar invested by
  the SPV in project specific financing in Mexico.


	
 

	
 

	
 


	
 

	
4.

	
Prism brings
  the business plan, the relationships in Mexico with the various government
  officials and contractors, the development experience, marketing experience,
  and the past sweat equity to the project to the point where implementation
  can occur with financing.


	
 

	
 

	
 


	
 

	
5.

	
The SPV
  will, as a unit, identify any gaps in the business plan and experience
  levels, such as logistical experience, and identify the qualified expertise
  to build the capacity within the SPV to handle such needs. However, the SPV
  may find it more practical to outsource some or all of the needs of the SPV.
  It is believed that the goals of the SPV combined with the experiences and
  social development desires of both parties, together with the equity funds of
  the consortium, can meet the needs and create a sustainable model for the
  SPV.










          NOW,
THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:


	
 

	
 

	
 


	
 

	
1.

	
Goals of the
  SPV. The goals of the SPV are to:








	
 

	
 

	
 


	
 

	
a.

	
Create a
  minimum of 250 Million and 00/100 Dollars ($250,000,000.00) in net assets for
  the SPV within the next five years;


	
 

	
 

	
 


	
 

	
b.

	
Create
  vehicles for increasing the middle class for minority groups, nationally and
  internationally; and


	
 

	
 

	
 


	
 

	
c.

	
Create
  broad-based economic empowerment vehicles that will ultimately become the
  backbone of the middle class of North America, Mexico and the Caribbean.








	
 

	
 

	
 


	
 

	
2.

	
The Business
  of the SPV. The SPV will be able to perform any
  legal service or create or purchase and operate any type of business
  enterprise. The parties are currently in the business of acquiring, owning,
  developing, selling, renting and managing both unimproved and improved
  residential and commercial property. If a contract is signed, MGW will bring
  the necessary equity investment equal to Sixty Percent (60%) of what is
  required to execute the business plan as stated in this Agreement. MGW will
  also bring, as part of its planning team, Joseph Johnson, former City
  Manager, Assistant City Manager and head of Atlanta, Fulton County Georgia’s
  Office of Economic Development; Patricia Braynon, Director of Miami-Dade
  County’s Housing Finance Authority; and Timothy Towell, former Ambassador and
  Foreign Services Member, United States Government. These individuals will
  become a permanent part of the business development team. 


	
 

	
 

	
 


	
 

	
3.

	
Initial
  Investment. MGW shall initially invest the sum of
  Fifteen Million and 00/100 Dollars ($15,000,000.00), plus the amount of the
  “Promissory Note” (as hereinafter defined) for Fifty-one Percent (51%) of the
  SPV (“Initial Investment”). The funds will be treated as equity with all
  rights and privileges associated with an investment of this type. It is
  anticipated that the ultimate funding of the Initial Investment will come in
  part from a public offering being placed by MGW. However, the funds from the
  public offering are not anticipated to be available in time to capitalize on
  the opportunity to acquire an investment opportunity in “Cascadas Project”
  (as hereinafter defined). To accommodate the timing needs of the Cascadas
  Project, MGW will attempt to arrange bridge financing in the sum of Twenty
  Million and 00/100 Dollars ($20,000,000.00) (the “Bridge Financing”). The Bridge
  Financing will be structured as a debt instrument and will have the following
  terms:








	
 

	
 

	
 


	
 

	
a.

	
The loan
  will be payable one year from the date of funding with no prepayment penalty
  and will bear interest at a rate mutually agreed upon by both parties;


	
 

	
 

	
 


	
 

	
b.

	
Fifteen
  Million and 00/100 Dollars ($15,000,000.00) of the loan will be repaid by
  MGW’s public offering and the balance through borrowing by the Cascadas
  Project;


	
 

	
 

	
 


	
 

	
c.

	
If MGW does
  not complete its public offering, Cascadas shall have the option of repaying
  the loan directly or converting the loan to a Fifty-one percent (51%) equity
  position in the Cascadas Project;


	
 

	
 

	
 


	
 

	
d.

	
The loan
  will be secured by a first mortgage on the real estate owned by Cascadas de
  Manzanillo, S. de R.L. de C.V.; and


	
 

	
 

	
 


	
 

	
e.

	
The Bridge
  Financing shall be structured to satisfy the terms of the existing financing
  with KSI Capital Corp.












          4. The
Initial Project. The Initial Investment is specifically earmarked for the
acquisition of a Fifty-one percent (51%) interest in the available land within
the project Cascadas de Manzanillo (hereinafter referred to as the “Cascadas
Project” or the “Project”). The total project encompasses 530 acres on the
Pacific Coast in the middle of Santiago Bay in Manzanillo, Colima, Mexico. The
Cascadas Project is owned by Cascadas de Manzanillo, S. de R.L. de C.V. (the “
Cascadas Company”) and have been under development since 2004. Certain parcels
of the project have been sold to various buyers; however, most of the land has
been retained and is being developed. All remaining land is owned by the
Cascadas Company.


          5. Payment
for the Initial Investment. The Initial Investment will be paid as follows:


                    a.Fifteen
Million and 00/100 Dollars ($15,000,00.00) in cash at closing from MGW’s public
offering or other equity source as agreed upon by the parties; and


                    b.Ten
Million and 00/100 Dollars ($10,000,000.00) in the form of a promissory note
with interest at the rate of five percent (5%) per annum (the “Promissory
Note”). The principal of the Promissory Note shall be paid from the first
profits after the Project demonstrates that it can carry the payment with no
negative effect on the continued progress of the Project. The Promissory Note will
have a term of five years. The parties agree to cooperate in obtaining an
independent appraisal of the Project, dated no later than May 31, 2007. The
parties further agree that the Promissory Note shall be reduced by an amount
equal to one-half of the amount that the appraised value is less than Fifty
Million and 00/100 Dollars ($50,000,000.00).


	
 

	
 

	
 

	
 


	
 

	
6.

	
Disbursement
  of Funds on Liquidation. If the Project is not
  successful and all or substantially all of the Project’s real estate is sold
  as part of a liquidation, the proceeds of liquidation shall be disbursed as
  follows:


	
 

	
 

	
 

	
 


	
 

	
 

	
a.

	
First, to
  MGW in an amount equal to it original investment of Fifteen Million and
  00/100 Dollars ($15,000,000.00);


	
 

	
 

	
 

	
 


	
 

	
 

	
b.

	
Second, to
  the holder of the Promissory Note in an amount equal to the ten principal
  balance of the Promissory Note plus any accrued interest;


	
 

	
 

	
 

	
 


	
 

	
 

	
c.

	
Third, to
  the original investors an amount equal to their original investment of Five
  Million and 00/100 Dollars ($5,000,000.00) less any distribution previously
  received other than from paragraph 6 b.; and


	
 

	
 

	
 

	
 


	
 

	
 

	
d.

	
The balance
  proportionately to all investors based on their respective interest in the
  Project.


	
 

	
 

	
 

	
 


	
 

	
7.

	
Investment
  by the SPV. All business under contract related to
  Mexican real estate development shall be of the SPV. Any contemplated Mexican
  real estate related business sectors engaged in by the parties shall be
  subject to a right of refusal in favor of the SPV. All outside interests that
  could be perceived as a conflict will be disclosed and agreements signed
  indicating the complete disclosure by all parties.












	
 
	
 
	
 
	
 

	
 
	
8.
	
Budget.
  The parties will jointly prepare a budget. The parties may utilize a bank
  guarantee or other credit enhancing tools to help finance operating and
  Project Costs. Any interest accrued on the Initial Investment shall be the
  responsibility of MGW until there is a plan to sell shares to outsiders or
  declare dividends. Any additional funds borrowed or used in some other
  fashion shall have accrued interest paid by the SPV. Any additional loans
  shall be repaid from proceeds of the projects. The loans will be repaid prior
  to disbursements of dividends, unless otherwise agreed. All staffing costs
  and training costs shall be a cost of the SPV.

	
 
	
 
	
 
	
 

	
 
	
9.
	
Tax
  Considerations. The parties may choose to, in
  formalizing the relationship with the consortium, create a vehicle in a
  jurisdiction that promotes investments through generous tax incentives and
  will assist each other in tax planning subject to the Internal Revenue Service
  Regulations and the opinion of legal and tax counsel. However, taxes on
  regular business activities conducted in specific geographic locations, will
  be paid in accordance with the tax rules of that jurisdiction.

	
 
	
 
	
 
	
 

	
 
	
10.
	
Establishment
  of the SPV. Prism will assume the responsibility of
  establishing the SPV and MGW will be responsible for the legal requirements
  of the SPV being met.

	
 
	
 
	
 
	
 

	
           11.    Financing
  Approvals/Obtaining of Permits. The SPV will take
  the lead in obtaining financing approvals for projects with private
  businesses and government agencies. Both parties agree to sharing the costs
  of all permits, licenses and any other jurisdictional requirements for doing
  business.

	
 
	
 
	
 
	
 

	
           12.    Business
  Continuation. The current businesses operated by the
  parties will continue operating in the current fashion until the businesses
  are acquired and transferred to the SPV. Both parties must approve the
  engagement of any marketing group, outside agents or other activity that
  could incur costs or impact positively or negatively the image of the SPV or
  of the parties. Any existing entity owned by the parties will be considered
  first before outsourcing to any non-owned enterprise. The parties will be
  considered and given the opportunity to provide such services at rates equal
  to or less than the market prices for such services.

	
 
	
 
	
 
	
 

	
           13.    Notices.
  All notices, requests, demands and other communications shall be in writing
  and shall be deemed to have been duly given if delivered or mailed by
  certified or registered mail to the following addresses or to such other
  locations as either party may designate to the other in writing:








	
 

	
 


	
 

	
Millennium
  Group Worldwide Inc.


	
 

	
Attn: Mr.
  Julius Jackson, Chairman


	
 

	
2825 North
  10th Street


	
 

	
St.
  Augustine, Florida 32084


	
 

	
 


	
 

	
Prism Real
  Estate, Inc.


	
 

	
Attn: Mr.
  Timothy J. Oliver, President


	
 

	
6465 Wayzata Boulevard


	
 

	
Suite 304


	
 

	
Minneapolis, MN 55426












	
 
	
 
	
 

	
            14.    Amendments. This
  Agreement may only be amended in a written document signed by both parties.

	
 
	
 
	
 

	
           
15.    Governing
  Law. The laws of the State of Minnesota shall govern
  the effect and construction of this Agreement.

	
 
	
 
	
 

	
           
16.    Binding
  Effect. This Agreement shall be binding upon and
  inure to the benefit of the parties hereto, their heirs, representatives,
  successors and assigns.





          IN
WITNESS WHEREOF, the parties have executed this Agreement to be effective on
the date first above written.


	
 
	
 
	
 
	
 
	
 

	MILLENNIUM
    GROUP WORLDWIDE INC.
	 
	PRISM REAL
  ESTATE,INC.

	
 
	
 
	
 
	
 
	
 

	
By:
	
/s/ Julius
  Jackson Sr.
	
 
	
By:
	
/s/ Timothy
  J Oliver 

	
 
	

	
 
	
 
	


	 
	 Julius Jackson Sr., Chairman and President 
	 
	 
	 Timothy J.
  Oliver, President