Exhibit 10.8












SHAREHOLDERS’ AGREEMENT


FOR


AN INDUSTRIAL CONSTRUCTION AND
DEVELOPMENT COMPANY TO 

BE FORMED BY THE PARTIES HERETO

(HEREINAFTER REFERRED
TO AS “THE COMPANY”)


BY AND BETWEEN


MILLENNIUM GROUP WORLDWIDE INC.

(HEREINAFTER REFERRED
TO AS “MILLENNIUM”)


AND


THE RONCO GROUP OF COMPANIES

(HEREINAFTER REFERRED
TO AS “RONCO GROUP”)




















TABLE
OF CONTENTS


	
 

	
 


	
CLAUSE

	
DESCRIPTION


	


	









	
 

	
 


	
1.

	
INTERPRETATION 


	
2.

	
DEFINITIONS 


	
3.

	
COMING INTO EFFECT 


	
4.

	
THE COMPANY


	
5.

	
THE SHAREHOLDERS


	
6.

	
CONFLICTS WITH MEMORANDUM
  AND/OR ARTICLES OF ASSOCIATION 


	
7.

	
APPOINTMENT OF DIRECTORS


	
8.

	
QUORUM FOR DIRECTORS’
  MEETINGS 


	
9.

	
QUORUM FOR SHAREHOLDERS’
  MEETINGS 


	
10.

	
RESOLUTIONS 


	
11.

	
TRANSFER OF SHARES


	
12.

	
EVENTS GIVING RISE TO
  DISPOSAL 


	
13.

	
LOAN CAPITAL 


	
14.

	
REGRESS 


	
15.

	
PROHIBITION ON ENCUMBRANCE
  


	
16.

	
FINANCIAL STATEMENTS 


	
17.

	
GUARANTEES


	
18.

	
QUASI PARTNERSHIP 


	
19.

	
ISSUE OF SHARES


	
20.

	
ARBITRATION


	
21.

	
AGREEMENT BINDING ON
  SHAREHOLDERS AND DIRECTORS


	
22.

	
SUBSIDIARIES


	
23.

	
NON-VARIATION
  STIPULATION


	
24.

	
ASSIGNMENT


	
25.

	
FORCE MAJEURE


	
26.

	
SEVERABILITY










	
 

	
 


	
CLAUSE

	
DESCRIPTION


	


	









	
 

	
 


	
27.

	
OPERATION


	
28.

	
RELAXATION


	
29.

	
CUMULATIVE RIGHTS AND
  REMEDIES


	
30.

	
CONSENSUS OBTAINED BY
  IMPROPER MEANS


	
31.

	
INDEPENDENT ADVICE 


	
32.

	
DOMICILIUM CITANDI ET
  EXECUTANDI


	
33.

	
COSTS


	
34.

	
JURISDICTION


	
35.

	
CONFIDENTIALITY


	
36.

	
COMPANY TO BE BOUND


	
37.

	
RESTRAINT


	
38.

	
BREACH


	
39.

	
SIGNATURE 










NOW THEREFORE IT IS AGREED
AS FOLLOWS


	
 

	
 

	
 

	
 


	
1.

	
INTERPRETATION


	
 

	
 


	
 

	
1.1.

	
The headings in this
  Agreement are used for ease of reference only and will have no bearing on the
  interpretation of the terms of this Agreement. Such headings shall not be
  deemed to govern, limit, modify or affect the scope, meaning or intent of the
  provisions of this Agreement or any part of it; nor shall such headings
  otherwise be given any legal effect. Unless a contrary intention clearly
  appears –


	
 

	
 

	
 


	
 

	
 

	
words importing -


	
 

	
 

	
 


	
 

	
 

	
1.1.1.

	
any one gender or sex
  includes the other genders or sexes as the case may be;


	
 

	
 

	
 

	
 


	
 

	
 

	
1.1.2.

	
the singular include the
  plural and vice versa; and


	
 

	
 

	
 

	
 


	
 

	
 

	
1.1.3.

	
natural persons include
  created entities (corporate or unincorporated) and vice versa.


	
 

	
 

	
 

	
 


	
 

	
1.2.

	
If any provision in a
  definition is a substantive provision conferring rights or imposing
  obligations on any party, notwithstanding that it is only in the definition
  clause, effect shall be given to it as if it were a substantive provision in
  the body of the agreement.


	
 

	
 

	
 


	
 

	
1.3.

	
When any number of days is
  prescribed in this agreement, same shall be reckoned exclusively of the first
  and inclusively of the last day unless the last day falls on a Saturday,
  Sunday or public holiday, in which case the last day shall be the next
  succeeding day which is not a Saturday, Sunday or public holiday.


	
 

	
 

	
 


	
 

	
1.4.

	
If any
  obligation or act is required to be performed on a particular day it shall be
  performed (unless otherwise stipulated) by 16h00 (local time at the place
  where the obligation or act is required to be performed) on that day.


	
 

	
 

	
 


	
 

	
1.5.

	
Where figures are referred
  to in numerals and in words, if there is any conflict between the two, the
  words shall prevail.


	
 

	
 

	
 


	
 

	
1.6.

	
Expressions defined in
  this agreement shall bear the same meanings in schedules or annexures to this
  agreement which do not themselves contain their own definitions.


	
 

	
 

	
 


	
 

	
1.7.

	
Any reference to a party
  includes a reference to that party’s successors in title and assigns allowed
  at law.


	
 

	
 

	
 


	
 

	
1.8.

	
The words
  “shall” and “will” and “must” used in the context of any obligation or
  restriction imposed on a party have the same meaning.










	
 

	
 

	
 


	
 

	
1.9.

	
The contra
  proferentem rule shall not apply and accordingly, none of the
  provisions hereof shall be construed against or interpreted to the
  disadvantage of the party responsible for the drafting or preparation of such
  provision.


	
 

	
 

	
 


	
 

	
1.10.

	
The iusdem
  generis rule shall not apply and accordingly, whenever a provision
  is followed by the word “including” and specific examples, such examples
  shall not be construed so as to limit the ambit of the provision concerned.


	
 

	
 

	
 


	
 

	
1.11.

	
A reference
  to any statutory enactment (including statutes, ordinances, regulations and
  by-laws) shall be construed as a reference to that enactment as at the
  Signature Date and as amended or re-enacted or substituted from time to time
  thereafter.


	
 

	
 

	
 


	
 

	
1.12.

	
A reference
  to any legal, doctrine or process under South African law shall include a
  reference to the equivalent or analogous principle, doctrine or process in
  any other jurisdiction in which the provisions of this Agreement may apply or
  to the laws of which a Party may be or become subject. 


	
 

	
 

	
 


	
2.

	
DEFINITIONS 


	
 

	
 


	
 

	
In this AGREEMENT, unless
  the context clearly indicates the contrary, the following words, phrases and
  expressions shall have the respective meanings assigned thereto hereunder and
  cognate words shall have corresponding meanings.


	
 

	
 


	
 

	
2.1.

	
“the Act” The Companies
  Act, Act No. 61 of 1973, as amended.


	
 

	
 

	
 


	
 

	
2.2.

	
“the Agreement”This
  memorandum of agreement with all Annexures thereto. 


	
 

	
 

	
 


	
 

	
2.3.

	
“the Articles” The
  Articles of Association of the Company as amended from time to time.


	
 

	
 

	
 


	
 

	
2.4.

	
“the Auditor” The duly
  appointed auditor of the Company from time to time.


	
 

	
 

	
 


	
 

	
2.5.

	
“the Board” The Board of
  Directors of the Company as it is constituted from time to time.


	
 

	
 

	
 


	
 

	
2.6.

	
“the Company” A
  development company to be formed according to the company laws of the State
  of Flroida.by the Parties hereto.


	
 

	
 

	
 


	
 

	
2.7.

	
“CPI” shall mean the
  consumer price index (Urban areas all items), as published by Statistics
  South Africa or its successor from time to time.


	
 

	
 

	
 


	
 

	
2.8.

	
“the Directors” The
  directors appointed from time to time.










	
 

	
 

	
 


	
 

	
2.9.

	
“the Effective date” The
  ............. day of ..........................................2007


	
 

	
 

	
 


	
 

	
2.10.

	
“the Group” The Company
  and all and any subsidiaries thereof, whether wholly owned or partly owned
  and to the extent that it is owned and all and any associated companies or
  other legal entities, whether in partnership or joint venture or the like.


	
 

	
 

	
 


	
 

	
2.11.

	
“Interest” The
  shareholding of any shareholder in the share capital jointly with the loan
  account of such shareholder as the case may be.


	
 

	
 

	
 


	
 

	
2.12.

	
“Ronco Group of Companies
  with the address of ------------------------. 


	
 

	
 

	
 


	
 

	
2.13.

	
“the Loan Accounts” Any
  amount owing by the company on loan account to the shareholders, individually
  or jointly depending on the context and all and any claims the shareholders
  may have against the Company whether due and payable or not.


	
 

	
 

	
 


	
 

	
2.14.

	
“Mala fide conduct”
  Conduct perpetrated by any of the parties to this Agreement that may
  necessitate arbitration proceedings as set out in this Agreement.


	
 

	
 

	
 


	
 

	
2.15.

	
“the Articles” The
  Articles of Incorporation of the Company as amended from time to time.


	
 

	
 

	
 


	
 

	
2.16.

	
“Millennium” Millennium
  Group Worldwide Inc. with number................................. and address at 2825 North
10th
  Street St. Augustine, Florida 32084.


	
 

	
 

	
 


	
 

	
2.17.

	
“the Parties” The
  signatories to the Agreement collectively.


	
 

	
 

	
 


	
 

	
2.18.

	
The Ronco Group of
  Companies TBF 


	
 

	
 

	
 


	
 

	
2.19.

	
“the Share Capital” The
  entire issued share capital of all classes in the capital of the company.


	
 

	
 

	
 


	
 

	
2.20.

	
“the Shareholder” Any
  person holding shares in the share capital.


	
 

	
 

	
 


	
 

	
2.21.

	
“Signature date”Means
  the date of signature of this agreement by the party last signing.










	
 

	
 

	
 


	
3.

	
COMING INTO EFFECT


	
 

	
 


	
 

	
3.1.

	
This Agreement will come
  into effect on the effective date irrespective of the date of signature
  thereof by the parties subject to availability of funds from an anticipated
  IPO within 180 days of the signatures.


	
 

	
 

	
 


	
 

	
3.2.

	
This Agreement shall be
  indivisible in respect of all the matters dealt with herein.








	
 

	
 

	
 

	
 

	
 

	
 


	
4.

	
THE COMPANY


	
 

	
 


	
 

	
4.1.

	
After the formation of the
  Company, the parties shall cause-


	
 

	
 

	
 


	
 

	
 

	
4.1.1.

	
The name of the company to
  be ...........................................................


	
 

	
 

	
 

	
 


	
 

	
 

	
4.1.2.

	
the share capital of the
  Company to be the following:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
4.1.2.1.

	
the authorised share
  capital of the Company will be 1000 (one thousand) ordinary shares of $1 (one
  dollar) each;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
4.1.2.2.

	
the issued share capital
  of the Company will be 120 (one hundred and twenty) ordinary shares of $1
  (one dollar) each.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
4.1.2.3.

	
The shareholders (at date
  of signature hereof) undertake to each subscribe in the share capital of the
  Company in the following manner:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
4.1.2.3.1.

	
Millennium Group Worldwide
  Inc.: 80% (sixty per cent) of the issued share capital of the Company;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
4.1.2.3.2.

	
Ronco Group Ltd: 20%
  (twenty per cent) of the issued share capital of the Company.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
4.1.3.

	
the main object and
  business of the company to be reflected in the memorandum of association of
  the company will be to perform development, construction and other functions


	
 

	
 

	
 

	
 


	
 

	
4.2.

	
The registered office of
  the company initially will be 2825 North 10 Street, St. Augustine, Florida
  32084










	
 

	
 

	
 

	
 


	
5.

	
THE SHAREHOLDERS


	
 

	
 


	
 

	
5.1.

	
It is hereby agreed that
  Ronco Group and Millennium will each contribute assets and capital
  respectively to the Company such moneys or other as stipulated herein in
  order to provide the Company with the resources to continue the existing
  functions of Ronco Group and expand the operations into Africa 


	
 

	
 

	
 


	
 

	
5.2.

	
The total value of the
  transaction shall be $25,000,000.00 (25 million dollars) comprising of the
  following:


	
 

	
 

	
 


	
 

	
 

	
5.2.1.

	
The acquisition of the
  primary real estate owned by the Ronco Group);


	
 

	
 

	
 

	
 


	
 

	
 

	
5.2.2.

	
The acquisition of the
  remaining real estate, and buildings thereon, including all furniture,
  fixtures and equipment affixed and being developed under contract;


	
 

	
 

	
 

	
 


	
 

	
 

	
Acquiring the contractual
  rights and intellectual property of all of The Ronco Group of Companies. 


	
 

	
 

	
 


	
 

	
5.3.

	
Millennium shall hold 80%
  (eighty per centum) and Ronco Group shall hold 20% (twenty per centum) of the
  issued shares in the Company.


	
 

	
 

	
 


	
 

	
5.4.

	
Millennium shall provide
  to the Company 80% (eighty per centum) of the amount required to fund this
  transaction which amounts to an injection of capital in the amount of
  $20,000,000 (twenty million dollars).


	
 

	
 

	
 


	
 

	
5.5.

	
The shareholders, being
  Millennium and Ronco Group, shall further provide to the Company, in
  proportion to their shareholding, the following amounts as shareholders’
  loans in order to provide the Company with the necessary capital to fund the
  transaction.


	
 

	
 

	
 


	
 

	
 

	
5.5.1.

	
Millennium: $20,000,000.00
  (twenty million dollars).


	
 

	
 

	
 

	
 


	
 

	
 

	
5.5.2.

	
Ronco Group:
  $5,000,000.00(five million dollars).


	
 

	
 

	
 

	
 


	
 

	
5.6.

	
The payments due in terms
  hereof to the Company shall be made on the following dates and in the
  following manner:


	
 

	
 

	
 


	
 

	
 

	
5.6.1.

	
The payment contemplated
  in clause 5.4 supra shall be made within 20 (twenty) business days after
  the maximum is reached from the IPO of Millennium into the trust account of
  Carl Duncan Esquire or his designated trust account.


	
 

	
 

	
 

	
 


	
 

	
 

	
5.6.2.

	
The payments contemplated
  in clause 5.5. shall be made within 14 (fourteen) business days after the
  payment contemplated in clause 5.6.1. has been made and in the same manner as
  described in clause 5.6.1.










	
 

	
 

	
 

	
 


	
 

	
5.7.

	
The Shareholders shall
  procure that, subject to the company’s working capital requirements as
  determined by the board, the company declare dividends.


	
 

	
 

	
 


	
 

	
5.8.

	
No dividend shall be
  declared and paid to the extent that such dividend will prevent the Company
  from paying its debts as they become due in the ordinary course of business.


	
 

	
 

	
 


	
6.

	
CONFLICTS WITH MEMORANDUM
  AND/OR ARTICLES OF INCORPORATION


	
 

	
 


	
 

	
6.1.

	
If there is any conflict
  between the provisions of this Agreement and the memorandum and articles of
  incorporation of the Company at any time, the provisions of this Agreement
  shall prevail.


	
 

	
 

	
 


	
 

	
6.2.

	
The shareholders undertake
  to take all steps and do all things as may be necessary to alter (promptly
  after the effective date) the memorandum and articles of incorporation of the
  Company so as to reflect, insofar as may be appropriate, the provisions of
  this Agreement.


	
 

	
 

	
 


	
7.

	
APPOINTMENT OF DIRECTORS


	
 

	
 


	
 

	
7.1.

	
Every shareholder shall be
  entitled to appoint 2 (two) Directors for each 20% of ownership of the
  company, by written notice to the Company.


	
 

	
 

	
 


	
 

	
7.2.

	
Such holders shall be
  entitled to remove any such directors appointed and to replace any such
  director who is so removed or who ceases for any other reason to be a
  director of the Company.


	
 

	
 

	
 


	
 

	
7.3.

	
All the directors of the
  Company shall be entitled to director’s remuneration as determined by the
  Shareholders. 


	
 

	
 

	
 


	
8.

	
QUORUM FOR DIRECTORS’
  MEETINGS


	
 

	
 


	
 

	
8.1.

	
The quorum for a meeting
  of the board shall be 6 (six) Directors personally present.


	
 

	
 

	
 


	
 

	
8.2.

	
Meetings of the board
  shall be called by 14 (fourteen) days written notice given by any director to
  all the other directors, stating the venue (which shall be the main office of
  the company) and time (which shall be during normal business hours) of such
  meeting. If a quorum is not present at such meeting within 30 (thirty)
  minutes from the time appointed for the meeting, the meeting shall stand
  adjourned to the same day in the next week, at the same time and place or, if
  that day be a public holiday or a Sunday, to the next succeeding day other
  than a public holiday or a Sunday and if, at such adjourned meeting, a quorum
  is not present within 30 (thirty) minutes from the time appointed for the
  meeting, the directors then present shall be a quorum. 










	
 

	
 

	
 


	
 

	
8.3.

	
The board shall appoint a
  Chairman from amongst the members of the board to conduct the proceedings at
  meetings. The majority shareholder at any time shall be appointed as
  Chairman. If a Chairman is not so appointed, the Chairman last appointed
  shall act as Chairman of board meetings until a new Chairman has been
  appointed. 


	
 

	
 

	
 


	
 

	
8.4.

	
Simple majority shall take
  decisions of the board and the Chairman shall not have a casting vote.


	
 

	
 

	
 


	
 

	
8.5.

	
Any resolution of the
  board other than a resolution passed at a meeting of the board convened
  pursuant to clause 8.2. supra shall be valid and binding if in
  writing and signed by the members of the board present at the meeting.


	
 

	
 

	
 


	
9.

	
QUORUM FOR SHAREHOLDERS’
  MEETINGS


	
 

	
 


	
 

	
9.1.

	
A quorum for meetings of
  shareholders shall be at least 6 (six) shareholders present in person
  representing shareholding of at least 75% (seventy five per centum) of the
  total issued shareholding.


	
 

	
 

	
 


	
 

	
9.2.

	
If, within 30 (thirty)
  minutes from the time appointed for a meeting, a quorum is not present, the
  meeting shall stand adjourned to the same day in the next week, at the same
  time and place or, if that day be a public holiday or a Sunday, to the next
  succeeding day other than a public holiday or a Sunday and if, at such
  adjourned meeting, a quorum is not present within 30 (thirty) minutes from
  the time appointed for the meeting, the shareholders then present shall be a
  quorum. 


	
 

	
 

	
 


	
10.

	
RESOLUTIONS


	
 

	
 


	
 

	
Subject to clause 10.4.
  and notwithstanding anything to the contrary herein contained-


	
 

	
 


	
 

	
10.1.

	
Resolutions of directors
  of the Company in order to be of force and effect must be approved by a
  majority of the votes of the directors. Each director shall be entitled to
  exercise 1 (one) vote, with the understanding that there at a meeting of the
  Board be only one director representing a shareholder, such director shall be
  entitled to exercise 2 (two) votes.










	
 

	
 

	
 

	
 


	
 

	
10.2.

	
Resolutions of
  shareholders of the Company in order to be of force and effect must be
  approved by a majority of the votes of shareholders present at any meeting in
  person or by proxy. Every shareholder shall have as many votes as it holds
  shares in the capital of the Company. If there is a deadlock at a meeting of
  shareholders, the relevant resolutions shall fail. 


	
 

	
 

	
 


	


 

	
10.3.

	
If any resolution of the
  Company is proposed that the Company institutes any legal proceedings against
  any member or director of the Company, such resolution shall be deemed to be
  within the shareholders’ domain not the directors’ domain. If any shareholder
  vetoes any such resolution, and as a result the requisite majority to pass
  the resolution cannot be obtained then, provided that the remaining
  shareholders furnish an indemnity to the Company against all costs, losses or
  damages of whatsoever nature which the Company may sustain in bringing any
  such legal proceedings, such vetoing shareholder shall be deemed to have
  voted in favour of the resolution.


	
 

	
 

	
 


	
 

	
10.4.

	
Notwithstanding anything
  to the contrary contained in this Agreement, the shareholders undertake to
  procure that the Company shall not engage in, agree to, perform or undertake
  any of the following acts or matters except as may be approved or agreed to
  by shareholders holding, between them, not less than 75% (seventy five per centum)
  of the issued shares in the capital of the Company – 


	
 

	
 

	
 


	
 

	
 

	
10.4.1.

	
The sale or other disposal
  of the whole or a substantial part of the business of the Company.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.2.

	
The taking over or
  acquisition of the whole or a substantial part of the business of any other
  person or any merger or amalgamation with other companies or with any other
  business which would constitute a material transaction for the Company having
  regard to its assets and business.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.3.

	
Discontinuance of any of
  the business activities of the Company.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.4.

	
A material change to the
  nature of the business as reflected in clause 4.1.3.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.5.

	
The issue of any unissued
  shares.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.6.

	
Any variation, amendment
  or alteration to the memorandum and/or articles of incorporation of the
  company.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.7.

	
Any increase in the
  authorized share capital of the company.


	
 

	
 

	
 

	
 


	
 

	
 

	
10.4.8.

	
The consolidation
  subdivision or alteration of the rights attaching to the shares in the
  capital of the company.









	
 
	
 
	
 
	
 

	
 
	
10.4.9.
	
The creation or
  issue by the company of any debentures or loan stocks.

	
 
	
 
	
 

	
 
	
10.4.10.
	
The voluntary
  liquidation of the company.

	
 
	
 
	
 

	
 
	
10.4.11.
	
The purchase or
  sale by the company of any assets of any nature whatever, including any
  business (or part thereof) or securities for a consideration exceeding
  $20,000.00 (twenty thousand dollars).

	
 
	
 
	
 

	
 
	
10.4.12.
	
The acquisition or
  formation of a subsidiary or branch or the entering into of any partnership,
  joint venture or trust agreement.

	
 
	
 
	
 

	
 
	
10.4.13.
	
The furnishing by
  the company of guarantees, suretyships or any other form of intercession for
  the obligations of third parties.

	
 
	
 
	
 

	
 
	
10.4.14.
	
Any mortgage,
  pledge, notarial bond or other lawful encumbrance over any of the assets of
  the company.

	
 
	
 
	
 

	
 
	
10.4.15.
	
The making of, the
  determination or alteration of, the terms and conditions of or the giving of
  security for, a loan or advance to any person.

	
 
	
 
	
 

	
 
	
10.4.16.
	
Any transaction of
  any nature whatever between the company and

	
 
	
 
	
 

	
 
	
 
	
10.4.16.1.
	
Any of the
  shareholders; or

	
 
	
 
	
 
	
 

	
 
	
 
	
10.4.16.2.
	
Anyone else
  directly or indirectly associated with any of the shareholders otherwise than a bona fide transaction in the ordinary
  course of business.

	
 
	
 
	
 

	
 
	
10.4.17.
	
The finalization
  of the company’s annual financial statements.

	
 
	
 
	
 

	
 
	
10.4.18.
	
The hiring of any
  employee by the company for an annual salary in excess of $20,000.00 (twenty
  thousand dollars) (including benefits and potential bonuses).

	
 
	
 
	
 

	
 
	
10.4.19.
	
The borrowing of
  monies from anyone so as to result in the aggregate borrowings of the company
  at any one time exceeding $20,000.00 (twenty thousand dollars).

	
 
	
 
	
 

	
 
	
10.4.20.
	
The giving of any
  security (and the terms and conditions thereof) for any borrowings exceeding
  $20,000.00 (twenty thousand dollars).









	
 

	
 

	
 


	
 

	
10.4.21.

	
The making of and
  the terms and conditions of a loan by the company to any of the company’s
  employees (not exceeding $2,000.00 (two thousand dollars) in aggregate).


	
 

	
 

	
 


	
 

	
10.4.22.

	
The variation of
  any of the terms and conditions of any loan.


	
 

	
 

	
 


	
 

	
10.4.23.

	
The giving by the
  company of pensions, gratuities or allowances to anyone otherwise that in
  terms of a fund which the company has established or joined.


	
 

	
 

	
 


	
 

	
10.4.24.

	
Profit sharing
  arrangement with employees of the company.


	
 

	
 

	
 


	
 

	
10.4.25.

	
The creation of or
  transfer to or from “reserves” by the company.


	
 

	
 

	
 


	
 

	
10.4.26.

	
The approval of
  the company’s annual financial statements and the approval of the company’s
  monthly management accounts.


	
 

	
 

	
 


	
 

	
10.4.27.

	
Any change in any
  of the company’s main bankers or the auditors.


	
 

	
 

	
 


	
 

	
10.4.28.

	
The granting of a
  power of attorney, proxy or other authority or representative of the company
  to attend, vote, or propose any resolution whether ordinary or special at a
  general meeting of any other company or other entity in which the company has
  shares or any other interest in the company.


	
 

	
 

	
 


	
 

	
10.4.29.

	
The entering into
  by the company of any agreement which cannot be terminated on less than 3
  (three) months’ notice.


	
 

	
 

	
 


	
 

	
10.4.30.

	
The determination
  of any corrective action to be taken in relation to the company (or any of
  the divisions) not achieving or not being expected to achieve its budget.


	
 

	
 

	
 


	
 

	
10.4.31.

	
The entering into
  by the company of any agreement for the acquisition or lease of immovable
  property.


	
 

	
 

	
 



	
 

	
10.4.32.

	
The making of any
  public announcement in relation to the company.


	
 

	
 

	
 


	
 

	
10.4.33.

	
The appointment or
  removal of the chief executive officer and/or managing director.


	
 

	
 

	
 


	
 

	
and the aforegoing
  shall apply, mutatis mutandis, in
  relation to any subsidiary of the company. Notwithstanding the aforegoing
  provisions of this clause 10, all of the dollar amounts referred to in this
  clause 10 shall be adjusted on each anniversary of the signature date in
  accordance with the percentage change in the CPI during the immediately
  preceding 12 (twelve) month period year.










	
 

	
 

	
 

	
 


	
11.

	
TRANSFER OF SHARES
  


	
 

	
 

	
 


	
 

	
11.1.

	
No share in the
  share capital of the Company shall be transferred to any other shareholder or
  third party other than in accordance with the provisions of this Agreement.


	
 

	
 

	
 


	
 

	
11.2.

	
Unless otherwise
  agreed in writing by all the shareholders of the Company, a shareholder may
  sell or otherwise dispose of the shares held by him in the Company only if,
  in one and the same transaction, he likewise sells, disposes of or alienates
  a pro rata share of his claim against the company on loan account.
  Accordingly, all references in this clause and in the lien, transmission and
  forfeiture provisions of the articles of association of the Company to the
  offer, sale, disposal, alienation, transfer or transmission of a share in the
  Company shall, unless the context otherwise requires, be deemed to apply also
  to the loan account of the holder of such shares.


	
 

	
 

	
 


	
 

	
11.3.

	
When it is
  intended to dispose of any shares of a member, the disposer shall offer them
  in writing to the other members at a price equal to the fair market value
  thereof stating-


	
 

	
 

	
 


	
 

	
 

	
11.3.1.

	
the number of
  shares which the disposer proposes to sell; and


	
 

	
 

	
 

	
 


	
 

	
 

	
11.3.2.

	
the terms and
  conditions upon which the disposer proposes to sell those shares,


	
 

	
 

	
 

	
 


	
 

	
 

	
11.3.3.

	
and the purchase
  price of the disposer’s claims on loan account against the company shall be
  an amount equal to the face value thereof.


	
 

	
 

	
 


	
 

	
11.4.

	
The fair market
  value of the disposer’s shares shall be determined by agreement and, failing
  agreement within 14 (fourteen) days after receipt by the other members of the
  written offer contemplated by clause 11.3., by the then auditors of the
  Company provided that if the disposer or any of the other members objects in
  writing to such determination being made by the then auditors of the Company
  and such objection is delivered to all the remaining and the disposer (if the
  disposer is not the objecting party) prior to the expiry of a period of 3
  (three) days reckoned from the expiry of the aforementioned 14 (fourteen) day
  period, the fair market value shall be determined by an independent Certified
  Public Accountant of not les than 15 (fifteen) years’ standing and practicing
  as such in the United States appointed by the Chairman for the time being of
  the Public Accountants and Auditors Board. The then auditors of the Company,
  or such independent Certified Public Accountant, shall act as experts and not
  as arbitrators and their/his/her decision shall be final and binding. In
  determining the fair market value and hence the purchase price of the
  relevant shares, no deductions shall be made for the fact that the shares in
  question constitute a minority interest in the Company nor shall any premium
  be added for the fact that the shares in question constitute a majority or
  controlling interest in the Company. Furthermore, the expert/s shall be
  entitled in the exercise of their/his/her sole and absolute discretion to
  take into account whatever facts and circumstances and to make notional
  adjustments to any financial statements or accounts of the Company as they in
  their discretion consider necessary so as to determine the fair market value
  of the relevant shares.










	
 

	
 

	
 

	
 


	
 

	
11.5.

	
The notice
  contemplated by clause 11.3. shall constitute an irrevocable offer to the
  other members, but should they not have accepted such offer in full, in
  writing (if more than one accepts, they shall be deemed to have been
  purchased pro rata to their
  shareholding or in such other proportions as they may agree on and of which
  they notify the disposer in writing), within 10 (ten) days after the purchase
  price has been agreed or determined, as the case may be, they shall be deemed
  to have declined the offer and the disposer shall be entitled to:


	
 

	
 

	
 


	
 

	
 

	
11.5.1.

	
dispose of those
  shares within a further period of 30 (thirty) days to any other person.


	
 

	
 

	
 

	
 


	
 

	
 

	
11.5.2.

	
at a price and on
  terms not lower and not more favourable to such person than the price and
  terms of the offer to the remaining shareholders.


	
 

	
 

	
 


	
 

	
11.6.

	
Unless the
  disposer disposes of all the said shares within the said further period of 30
  (thirty) days, it may not thereafter dispose of any shares without again
  adopting the procedure referred to in this clause 11.


	
 

	
 

	
 


	
 

	
11.7.

	
Any transfer of
  shares by any member to a non-member of the Company shall be subject to the
  condition that the transferee agrees in writing to be bound by the then
  provisions of this Agreement.


	
 

	
 

	
 


	
 

	
11.8.

	
Save as is
  expressly contained herein, shares may not be sold or otherwise disposed of
  or transferred, pledged or otherwise hypothecated. 


	
 

	
 

	
 


	
 

	
11.9.

	
The condition in
  clause 11 and specifically clause 11.8 is inserted for the benefit of the
  remaining shareholder/s which is entitled to waive fulfillment of the condition
  by written notice to the disposing shareholder/s.


	
 

	
 

	
 

	
 


	
12.

	
EVENTS GIVING RISE
  TO DISPOSAL


	
 

	
 

	
 


	
 

	
12.1.

	
The event of the
  provisional insolvency of any Party shall be deemed an offer in accordance
  with the provisions of clause 11. supra
  and the executor of such estate, shall conduct the negotiations and be
  obliged to follow the procedure as provided for in the said clause 11. supra. 










	
 

	
 

	
 


	
13.

	
LOAN CAPITAL


	
 

	
 

	
 


	
 

	
13.1.

	
The loan accounts
  shall be upon terms and conditions as agreed to herein and as further decided
  upon by the board from time to time.


	
 

	
 

	
 


	
 

	
13.2.

	
Any profit in the
  Company shall first be applied to repay any loan accounts before any
  dividends are being declared and shall be allocated in such a way between the
  shareholders so as to keep the loan accounts more or less in proportion to
  the respective shareholdings of the shareholders. While loan accounts are not
  in proportion to shareholding they shall bear interest at the prime bank rate
  charged by the main bankers of the Company and shall be calculated monthly in
  arrears on the average monthly balance. A portion of the loan accounts not in
  proportion to the shareholding shall be repayable to the lender within 1
  (one) calendar year of receiving written notice from the lender to repay that
  portion of the loan accounts that is not in proportion to the shareholding.


	
 

	
 

	
 


	
 

	
13.3.

	
Should the board
  decide that the Company requires loan funding, and that such funding shall be
  by means of shareholders loans to the Company, all shareholders shall be
  obliged to make such loan capital available to the Company in proportion to
  their respective shareholding in the manner and upon the terms as further
  decided upon by the board.


	
 

	
 

	
 


	
 

	
13.4.

	
In the event of
  the board deciding that the loan capital shall be obtained by means of a bank
  or other financial institution loan or overdraft facility to the Company, the
  members of the board and the shareholders shall be obliged to bind themselves
  as sureties for and co-principal debtors with the Company in favour of such bank
  or financial institution as far as the same is being required by such
  institution.


	
 


	
14.

	
REGRESS


	
 

	
 

	
 


	
 

	
14.1.

	
Any member of the
  board or shareholder binding himself as surety for and co-principal debtor
  for the Company pursuant to the provisions of this Agreement shall have a
  right of regress against the other shareholders pro rata to the respective shareholdings of all shareholders. For
  purposes hereof a member of the board appointed by a shareholder and a
  shareholder shall be treated as one. 


	
 

	
 

	
 


	
 

	
14.2.

	
Should any member
  of the board or shareholder incur any expense or liability for the benefit of
  the Company, the board shall consider the same and if approved, the member of
  the board or shareholder as the case may be shall be reimbursed by the
  Company and failing that by the other shareholders pro rata to their shareholding.










	
 

	
 

	
 

	
 


	
15.

	
PROHIBITION ON
  ENCUMBRANCE


	
 

	
 

	
 


	
 

	
15.1.

	
No shareholder
  shall be entitled to cede, pledge, hypothecate, provide as lien or in any way
  utilize its shares in the share capital as security or in any way encumber
  such shares without the prior written consent of the shareholders.


	
 

	
 

	
 


	
 

	
15.2.

	
No shareholder or
  member of the board shall be entitled to cede, pledge, hypothecate, provide
  as lien or in any way utilize its loan account, without the prior written
  consent of the shareholders.


	
 

	
 

	
 


	
16.

	
FINANCIAL
  STATEMENTS


	
 

	
 

	
 


	
 

	
16.1.

	
The financial
  year-end of the Company shall be the last day of December.


	
 

	
 

	
 


	
 

	
16.2.

	
The parties shall
  cause management accounts, incorporating an income statement and balance
  sheet to be drawn on a monthly basis.


	
 

	
 

	
 


	
 

	
16.3.

	
The parties shall
  cause the annual financial statements of the Company to be drafted by the
  auditor within 6 (six) months after the financial year end of the company.


	
 

	
 

	
 


	
17.

	
GUARANTEES


	
 

	
 

	
 


	
 

	
17.1.

	
Each shareholder
  shall be entitled, but not obliged, to give any guarantees (including
  performance guarantees) and/or suretyships and/or indemnities to any third
  party in respect of the obligations of the Company, as shall be necessary to
  enable the Company to conduct its business from time to time. If given the
  shareholders shall use their best endeavours to give guarantees and/or
  suretyships and/or indemnities jointly pro
  rata to their respective shareholdings in the Company but not severally,
  where the third parties concerned are agreeable thereto.


	
 

	
 

	
 

	
 


	
 

	
17.2.

	
All costs incurred
  by any shareholder in procuring or giving any such guarantees and/or
  indemnities contemplated by this clause 17. and which are usually associated
  with the provision of such guarantees and/or suretyships and/or indemnities
  shall be borne and paid by the Company.









	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
18.

	
QUASI PARTNERSHIP


	
 

	
 

	
 


	
 

	
18.1.

	
The relationship
  between the shareholders as such shall not be construed as that of quasi
  partners. Notwithstanding the aforegoing-


	
 

	
 

	
 


	
 

	
 

	
18.1.1.

	
each of the
  shareholders will, in good faith, use its best endeavours to promote and
  extend the company’s business.







	
 

	
 

	
 

	
 


	
 

	
 

	
18.1.2.

	
each of the
  shareholders will, in good faith, use its best endeavours to avoid situations
  of conflict of interest.


	
 

	
 

	
 

	
 


	
 

	
 

	
18.1.3.

	
each of the
  shareholders will, in good faith, devote such time and attention to the
  companies affairs as is reasonably necessary to enable the shareholder to
  perform the functions assigned to such shareholder with due diligence.


	
 

	
 

	
 


	
19.

	
ISSUE OF SHARES


	
 

	
 

	
 


	
 

	
19.1.

	
No shares in the
  capital of the Company shall be issued other than by way of a pro rata rights offer to the holders
  of the relevant class of shares at the time.


	
 

	
 


	
20.

	
ARBITRATION


	
 

	
 


	
 

	
20.1.

	
Any dispute,
  question or difference arising at any time between the parties out of or in
  regard to:


	
 

	
 

	
 


	
 

	
 

	
20.1.1.

	
any matter arising
  out of; or


	
 

	
 

	
 

	
 


	
 

	
 

	
20.1.2.

	
the rights and
  duties of any party hereto; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
20.1.3.

	
the interpretation
  of; or


	
 

	
 

	
 

	
 


	
 

	
 

	
20.1.4.

	
the termination
  of; or


	
 

	
 

	
 


	
 


	
 

	
 

	
20.1.5.

	
any matter arising
  out of the termination of; or


	
 

	
 

	
 

	
 


	
 

	
 

	
20.1.6.

	
the rectification
  of this Agreement
  shall be submitted to and decided by arbitration on notice given by either
  party to the other in terms of this clause. Nothing herein contained or
  implied shall prevent or prohibit any party from obtaining urgent relief from
  a court of competent jurisdiction in appropriate circumstances.


	
 

	
 

	
 










	
 

	
 

	
 

	
 


	
 

	
20.2.

	
Arbitration shall
  be held at Jacksonville, Florida, it shall be held and concluded within 21
  (twenty one) days after it has been demanded.


	
 

	
 

	
 


	
 

	
20.3.

	
Save as
  specifically provided in this Agreement, the referee shall be, if the
  question in dispute is:


	
 

	
 

	
 

	
 


	
 

	
 

	
20.3.1.

	
primarily an
  accounting matter – an independent Certified Public 


	
 

	
 

	
 

	
 


	
 

	
 

	
20.3.2.

	
accountant of not
  less than 15 (fifteen) years standing;


	
 

	
 

	
 

	
 


	
 

	
 

	
20.3.3.

	
primarily a legal
  matter – a practicing Attorney of not less than 15 (fifteen) years standing;


	
 

	
 

	
 

	
 


	
 

	
 

	
20.3.4.

	
any other matter –
  an independent and suitably qualified person;


	
 

	
 

	
 

	
 


	
 

	
 

	
as may be agreed
  by the parties and failing agreement, nominated by the appropriate legal
  entity within the jurisdiction..


	
 

	
 

	
 

	
 


	
 

	
20.4.

	
The clause 20.
  shall constitute each party’s irrevocable consent to the arbitration
  proceedings, and no party shall be determined to withdraw therefrom or to
  claim at any such arbitration proceedings that it is not bound by this
  clause.


	
 

	
 

	
 


	
 

	
20.5.

	
Each of the
  parties hereby irrevocably agrees that the decision of the referee in the
  arbitration proceedings-


	
 

	
 

	
 


	
 

	
 

	
20.5.1.

	
shall be final and
  binding on each of them; and


	
 

	
 

	
 

	
 


	
 

	
 

	
20.5.2.

	
will be carried
  into effect; and


	
 

	
 

	
 

	
 


	
 

	
 

	
20.5.3.

	
can be made an
  order of any court to whose jurisdiction the parties are subject;


	
 

	
 

	
 

	
 


	
 

	
 

	
20.5.4.

	
may include an
  award as to the costs of the arbitration proceedings.


	
 

	
 

	
 

	
 


	
 

	
20.6.

	
This clause shall
  be saveable from the remaining provisions of this Agreement and shall
  continue to be of application, notwithstanding the cancellation or purported
  cancellation of this Agreement.










	
 
	
 
	
 

	
21.
	
AGREEMENT BINDING
  ON SHAREHOLDERS AND DIRECTORS

	
 
	
 
	
 

	
 
	
21.1.
	
It is hereby
  recorded that the provisions of this Agreement shall be binding upon any
  third party who may become a shareholder pursuant to the provisions of this
  Agreement and any registration of shares shall be subject to this Agreement
  being signed by such transferee shareholder, before registration of the
  shares in his name.

	
 
	
 
	
 

	
 
	
21.2.
	
It is hereby
  recorded that any member of the board appointed by a shareholder shall be
  bound by the provisions of this Agreement and before confirmation of
  appointment as a member of the board, such member shall be required to sign
  this Agreement thereby acknowledging his being bound by the provisions of the
  Agreement.

	
 
	
 
	
 

	
22.
	
SUBSIDIARIES

	
 
	
 
	
 

	
 
	
22.1.
	
Any shareholder
  nominated to represent the Company in the group shall do so in the best
  interest of the Company and shall be obliged to resign from any entity within
  the group if so directed by the board by simple majority.

	
 
	
 
	
 

	
 
	
22.2.
	
All and any interest
  in any entity in the group shall vest in and be for the sole benefit of the
  Company and any shareholder nominated to hold any interest shall do so as
  nominee only for the Company and shall not derive any personal interest
  therefrom and shall deal with such interest strictly in accordance with the
  directives of the Company through the board.

	
 
	
 
	
 

	
23.
	
NON-VARIATION
  STIPULATION

	
 
	
 
	
 

	
 
	
23.1.
	
This Agreement
  expresses the entire understanding between the parties and the parties agree
  that no oral undertakings have been made with regard thereto.

	
 
	
 
	
 

	
 
	
23.2.
	
This Agreement,
  including this non-variation clause, may be amended only by written
  instrument signed by all the parties.

	
 
	
 
	
 

	
 
	
23.3.
	
The parties hereto
  may not amend or delete clause 23. orally so as to render this Agreement
  variable orally.

	
 
	
 
	
 

	
24.
	
ASSIGNMENT

	
 
	
 
	
 

	
 
	
24.1.
	
None of the rights
  herein can be assigned by either party other than provided for in this
  Agreement.









	
 

	
 

	
 


	
25.

	
FORCE MAJEURE


	
 

	
 

	
 


	
 

	
25.1.

	
Force majeure means any fire, flood, earthquake or
  public disaster, strike, labour dispute or unrest, embargo, riot, war,
  insurrection or civil unrest; any other act of God, any act of legally
  constituted authority; or any other cause beyond control which would excuse
  performance as a matter of law. If because of force majeure, performance hereunder is delayed or prevented,
  then any performance period granted shall be extended for the time of such
  delay or prevention.


	
 

	
 

	
 


	
26.

	
SEVERABILITY


	
 

	
 

	
 


	
 

	
26.1.

	
Each and every provision of this Agreement (excluding only
  those provisions which are essential at law for a valid and binding agreement
  to be constituted) shall be deemed to be separate and severable from the
  remaining provisions of this Agreement. If any of the provisions of this
  Agreement (excluding only those provisions which are essential at law for a
  valid and binding agreement to be constituted) is found by any court of
  competent jurisdiction to be invalid and/or unenforceable then,
  notwithstanding such invalidity and/or unenforceability, the remaining provisions
  of this Agreement shall be and remain of full force and effect.


	
 

	
 

	
 


	
27.

	
OPERATION


	
 

	
 

	
 


	
 

	
27.1.

	
The expiration, cancellation or other termination of this
  Agreement shall not affect those provisions of this Agreement which expressly
  provide that they will operate after such expiration, cancellation or other
  termination or which of necessity must continue to endure after such
  expiration, cancellation or other termination, notwithstanding that the
  relevant clause may not expressly provide for such continuation.


	
 

	
 

	
 


	
 

	
27.2.

	
If the operation of this Agreement is suspensive or
  conditional upon the happening of any event and if any obligation or
  restriction imposed on the parties or any of them is clearly intended to be
  implemented and given effect to notwithstanding the fact that this Agreement
  in its entirety may at that time not yet be unconditional, then the relevant
  obligation or restriction shall nevertheless apply and be given effect to,
  and the relevant provisions shall create binding obligations on the parties. 


	
 

	
 

	
 


	
28.

	
RELAXATION


	
 

	
 


	
 

	
28.1.

	
No latitude, extension of time or other indulgence which
  may be given or allowed by any party to the other parties in respect of the
  performance of any obligation hereunder, and no delay or forbearance in the enforcement
  of any right of any party arising from this Agreement, and no single or
  partial exercise of any right by any party under this Agreement, shall in any
  circumstances be construed to be an implied consent or election by such party
  or operate as a waiver or a novation of or otherwise affect any of the
  party’s rights in terms of or arising from this Agreement or preclude any
  such party from enforcing at any time and without notice, strict and punctual
  compliance with each and every provision or term hereof.










	
 

	
 

	
 

	
 


	
29.

	
CUMULATIVE RIGHTS
  AND REMEDIES


	
 

	
 

	
 


	
 

	
29.1.

	
All rights,
  remedies, licenses, undertakings, obligations, covenants, privileges and
  other property granted herein shall be cumulative and the parties may
  exercise or use any of them separately or in conjunction with any one or more
  of the others.


	
 

	
 

	
 


	
30.

	
CONSENSUS OBTAINED
  BY IMPROPER MEANS


	
 

	
 

	
 


	
 

	
30.1.

	
The parties hereto
  warrant that no misrepresentation of any sort has induced any of them to
  engage in contracting with each other as set out in this instrument and that
  both parties have explored and investigated all the facts and conditions
  pertaining hereto and therefore, shall not have a claim to have this
  Agreement rescinded or, alternatively, shall not have a claim for a monetary
  award against each other based on misrepresentation.


	
 

	
 

	
 


	
 

	
30.2.

	
It is, however,
  understood that a claim for rescission or monetary compensation based on
  duress or undue influence, cannot be excluded.


	
 

	
 

	
 


	
31.

	
INDEPENDENT ADVICE


	
 

	
 

	
 


	
 

	
31.1.

	
Each of the parties to this Agreement hereby acknowledges
  and agrees that –


	
 

	
 

	
 

	
 


	
 

	
 

	
31.1.1.

	
it has been free to secure independent legal and other
  professional advice (including financial and taxation advice) as to the
  nature and effect of all of the provisions of this Agreement and that it has
  either taken such independent advice or has dispensed with the necessity of
  doing so; and


	
 

	
 

	
 

	
 


	
 

	
 

	
31.1.2.

	
all of the provisions of this Agreement and the
  restrictions herein contained are fair and reasonable in all the
  circumstances and are in accordance with the party’s intentions.










	
 

	
 

	
 

	
 

	
 


	
32.

	
DOMICILIUM CITANDI ET EXECUTANDI


	
 

	
 

	
 


	
 

	
32.1.

	
The parties choose
  as their domicilia citandi et
  executandi for all purposes under this agreement, whether in respect of
  court process, notices or other documents or communications of whatever
  nature (including the exercise of any option), the following addresses.


	
 

	
 

	
 


	
 

	
 

	
MILLENNIUM GROUP WORLDWIDE INC.


	
 

	
 

	
 


	
 

	
 

	
32.1.1. 

	
Street address:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
2825 North 10th
  Street, St. Augustine, FL. 32084


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Phone:

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(904) 808-0480


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Fax:

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(904) 808-8514


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
E-mail:

	
Jjacksonsrsr@Hotmail.com


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Ronco Group of
  Companies


	
 

	
 

	
 


	
 

	
 

	
32.1.2.

	
Street address:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
3400 Agricultural
  Center Drive, St. Augustine, FL. 32092


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Phone:

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(904) 827-9795


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Fax:

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(904) 827-9796


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
E-mail:

	
Ron@roncomachine.com


	
 

	
 

	
 

	
 

	
 


	
 

	
32.2.

	
Any notice or
  communication required or permitted to be given in terms of this Agreement
  shall be valid and effective only if in writing but it shall be competent to
  give notice by telefax or by e-mail addressed to the party in alleged breach
  at the respective domicilium
  addresses set out in 32.1. supra.


	
 

	
 

	
 


	
 

	
32.3.

	
Any party may by
  notice to any other party change the physical address chosen as its domicilium citandi et executandi
  vis-à-vis that party to another physical address where postal delivery occurs
  in the United States of America or its telefax number or its e-mail address
  as the case may be, provided that the change shall become effective vis-à-vis
  that addressee on the 7th business day from the deemed receipt of
  the notice by the addressee.


	
 

	
 

	
 










	
 

	
 

	
 

	
 


	
 

	
32.4.

	
Any notice to a
  party-


	
 


	
 

	
 

	
32.4.1.

	
sent by prepaid
  registered post (by airmail if appropriate) in a correctly addressed envelope
  to it at an address chosen as its domicilium
  citandi et executandi to which post is delivered shall be deemed to have
  been received on the 7th business day after posting (unless the
  contrary is proved);


	
 

	
 

	
 

	
 


	
 

	
 

	
32.4.2.

	
delivered by hand
  to a responsible person during ordinary business hours at the physical
  address chosen as its domicilium
  citandi et executandi shall be deemed to have been received on the day of
  delivery; or


	
 

	
 

	
 

	
 


	
 

	
 

	
32.4.3.

	
sent by telefax to
  its chosen telefax number stipulated in clause 32.1., shall be deemed to have
  been received on the date of dispatch (unless the contrary is proved);


	
 

	
 

	
 

	
 


	
 

	
 

	
32.4.4.

	
sent by e-mail to
  its chosen e-mail address stipulated in clause 32.1., shall be deemed to have
  been received on the date of the particular successful sending action (unless
  the contrary is proved).


	
 

	
 

	
 

	
 


	
 

	
32.5.

	
Notwithstanding
  anything to the contrary herein contained a written notice or communication
  actually received by a party shall be an adequate written notice or
  communication to it notwithstanding that it was not sent to or delivered at
  its chosen domicilium citandi et
  executand.


	
 

	
 

	
 

	
 


	
33.

	
COSTS


	
 

	
 

	
 

	
 


	
 

	
33.1.

	
All costs (including VAT) of negotiating and drafting this
  Agreement shall be borne and paid for by the Company.


	
 

	
 

	
 

	
 


	
34.

	
JURISDICTION


	
 

	
 

	
 

	
 


	
 

	
34.1.

	
This Agreement
  shall be construed according to the laws of the State of Florida.


	
 

	
 

	
 

	
 


	
35.

	
CONFIDENTIALITY


	
 

	
 

	
 

	
 


	
 

	
35.1.

	
Subject to 35.2,
  each shareholder undertakes to the other shareholders and to the company that
  it will treat as confidential the terms of this agreement, together with all
  information whether of a technical or strategic nature or otherwise relating
  in any matter of the business of the company or affairs of the other
  shareholders and the company as may be communicated to it hereunder or
  otherwise in connection with this agreement and will not disclose such
  information to any person, firm or company (other than to its auditors and
  other professional advisors) or to the media, and will not use such
  information other than for the purposes of this agreement, subject always to
  any prior specific authorization in writing by the other party/parties to
  such disclosure or use.










	
 

	
 

	
 

	
 


	
 

	
35.2.

	
The provisions of
  35.1 shall not apply to any information which:-


	
 

	
 

	
 

	
 


	
 

	
 

	
35.2.1.

	
Is in the public domain other than by default of the
  recipient shareholder.


	
 

	
 

	
 

	
 


	
 

	
 

	
35.2.2.

	
Is obtained by the
  recipient shareholder from a bona fide
  third party having the right to disseminate such information.


	
 

	
 

	
 

	
 


	
 

	
 

	
35.2.3.

	
Is or has already
  been independently generated by the recipient shareholder.


	
 

	
 

	
 

	
 


	
 

	
 

	
35.2.4.

	
Is required to be
  disclosed by law or the valid order of a court of competent jurisdiction or
  the request of any governmental or other regulatory authority or agency, in
  which event the disclosing shareholder shall so notify the other shareholders
  and the company as promptly as practicable (and if possible prior to making
  any disclosure) and shall use its reasonable endeavours to seek confidential
  treatment of such information.


	
 

	
 

	
 

	
 


	
 

	
35.3.

	
The obligations in
  this clause 35 shall endure beyond the termination of this agreement without
  limit in time except and until any confidential information enters the public
  domain otherwise than through default of the shareholder receiving same.


	
 

	
 

	
 

	
 


	
36.

	
COMPANY TO BE
  BOUND


	
 

	
 

	
 

	
 


	
 

	
36.1.

	
The Company shall
  be bound by any provision of this agreement which either expressly or by
  implication imposes obligations on the Company, and each of the shareholders
  shall use its best endeavours to procure that the Company complies with such
  obligations.


	
 

	
 

	
 

	
 


	
37.

	
RESTRAINT


	
 

	
 

	
 

	
 


	
 

	
37.1.

	
The shareholders
  undertake that they shall not,


	
 

	
 

	
 

	
 


	
 

	
 

	
37.1.1.

	
While they, or any
  one of them, are directors or Shareholders of the Company, be directly or
  indirectly interested, engaged or concerned, whether as principal, agent,
  partner, representative, shareholder, director, employee, consultant,
  advisor, financier, administrator or in any other like capacity in any
  business which competes with the business of the Company; or


	
 

	
 

	
 

	
 


	
 

	
 

	
37.1.2.

	
for a period of 3
  (three) years after ceasing to be a director or Shareholder of the Company
  for any reason whatsoever, be directly or indirectly interested, engaged or
  concerned, whether as principal, agent, partner, representative, shareholder,
  director, employee, consultant, advisor, financier, administrator or in any
  other like capacity in any business which competes with the business of the
  Company.










	
 
	
 
	
 
	
 

	
 
	
37.2.
	
The shareholders
  acknowledges that:

	
 
	
 
	
 

	
 
	
 
	
37.2.1.
	
The restraint
  imposed upon them in terms of this clause 37 are reasonable as to the subject
  matter, area and duration and is reasonably required by the Company to
  protect and maintain the goodwill of the Companies’ business and it’s
  legitimate interest;

	
 
	
 
	
 
	
 

	
 
	
 
	
37.2.2.
	
The provisions of this
  clause 37 shall be construed as imposing a separate and independent restraint
  in respect of each year falling within the restraint period, and every
  locality falling within the territory and every activity falling within the
  ambit of the business as described above.

	
 
	
 
	
 
	
 

	
38.
	
BREACH

	
 
	
 
	
 
	
 

	
 
	
38.1.
	
 In the event of
  any party (“the defaulting party”)
  failing to fulfil on due date any of the terms and/or conditions of this
  agreement, and remaining in default for a period of 14 (FOURTEEN) days after
  the other party (“the aggrieved party”)
  shall have given written notice to the defaulting party calling upon the
  defaulting party to remedy such default, then the aggrieved party shall be
  entitled without further notice (in addition to and without prejudice to any
  other rights available at Law) to –

	
 
	
 
	
 
	
 

	
 
	
 
	
38.1.1.
	
claim specific performance of the terms of this agreement;
  or

	
 
	
 
	
 
	
 

	
 
	
 
	
38.1.2.
	
cancel this agreement forthwith and without further
  notice,

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
with or without claiming damages from the defaulting party.

	
 
	
 
	
 
	
 

	
 
	
 
	
 38.1.3
	
This agreement becomes effective once the maximum level of
  funds are raised from the initial public offering of Millennium Group
  Worldwide, Inc.

	
 
	
 
	
 
	
 

	
39.
	
SIGNATURE

	
 

	
 
	
39.1.
	
This agreement is signed by the parties on the dates and
  at the places indicated above their respective names.

	
 









	
 
	
 
	
 
	
 
	
 

	
This done and
  signed at Ronco Group on this 5 day of July, 2007.

	
 

	
1.
	
/s/
	
Kenneth Timbrook
	
 
	
/s/ Julius V
  Jackson Sr.

	
 
	

	

	
 
	


	
 
	
 WITNESS

	
 
	
MILLENNIUM GROUP
  WORLDWIDE INC.

	
 
	
 
	
 
	
 
	
 

	
2.
	
/s/
	
Joe Krall
	
 
	
 

	
 
	

	

	
 
	
 

	
 
	
 WITNESS

	
 
	
 




This done and signed at Ronco Group on this 5 day of July, 2007.


	
 
	
 
	
 
	
 
	
 

	
1.
	
/s/
	
Kenneth Timbrook
	
 
	
/s/ Ronald Avery

	
 
	

	

	
 
	


	
 
	
 WITNESS

	
 
	
Ronco Group of
  Companies

	
 
	
 
	
 
	
 
	
 

	
2.
	
/s/
	
Joe Krall
	
 
	
 

	
 
	

	

	
 
	
 

	
 
	
 WITNESS