Unassociated Document


    


      


      Exhibit
10.7.4

      


      Ratification
and Extension Agreement


      THIS Agreement is made and
entered into this 10th day of October, 2008, by and between Millennium Group
Worldwide Incorporated, a Florida corporation with its principal place of
business at 2825 N. 10th
Street, St. Augustine, Florida 32084 ("MGW”), and LEMAN TRADING 33 (PTY) LTD
with a principal place of business at De Waterkant Building, Helderberg Street,
Stellenbosch, 7600 (hereinafter referred to as “Leman Trading”).

      


      WHEREAS,
MGW have entered into a Shareholders Agreement dated October 16, 2005 (the
“Prior Shareholders Agreement”);

      


      WHEREAS,
the Prior Shareholders Agreement Amendment dated November 28th , 2007 (at Section Now,
Therefore, Paragraph 2) was conditioned upon MGW obtaining adequate funding
under its Form S-1 Registration, such period of time having already expired as a
function of the registration and review process;WHEREAS, both MGW and Leman
Trading wish to ratify the Prior Shareholders Agreement Amendment and extend the
period that will satisfy the Section Now, Therefore, Paragraph 2 condition as to
timing.

      


      NOW,
THEREFORE, the parties agree as follows:

      


      
        	
                1.  

              	
                MGW
      and Leman Trading hereby ratify the Prior Shareholders Agreement and
      Amendments in all respects;

              


      

      
        	
                2.  

              	
                Section
      (Now, Therefore, Paragraph 2) relating to timing of funding is extended to
      no later than March 15, 2009; or immediately after the appropriate funding
      is available from the offering; and

              


      

      
        	
                3.  

              	
                This
      Agreement, together with the Prior Shareholders Agreement and Amendments
      as hereby incorporated by reference, constitutes the entire understanding
      between the parties relating to the subject matter hereof, and no
      amendment or modification to this Agreement shall be valid or binding upon
      the parties unless made in writing and signed by each
    party.

              


      

      
        	
                4.  

              	
                Should
      Leman Trading be forced to purchase the shareholding of West River
      Development Company (Pty) Ltd (“WRDC”), prior 1 June 2008, MGW shall be
      notified immediately and in the event that they are not able to provide
      the funding, Leman Trading shall have the right to arrange alternative
      funding on terms acceptable to Leman
Trading.

              


      

      
        	
                5.  

              	
                In
      the event that MGW is not able to provide funding as required by Leman
      Trading, the parties agree that the Prior Shareholders’ Agreement, the
      agreement in respect of the Hall of Fame and the deposit provided in terms
      of the WRDC-transaction shall be the only binding agreements between the
      parties.

              


      

      


      IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
first written above.

      


      MILLENNIUM
GROUP WORLD INCORPORATED

      


      /s/ Julius Jackson,
Sr.                                                                

      (Signature)

      Julius
Jackson, Sr.

      


      LEMAN
TRADING 33 (PTY) LTD, INC.

      /s/ Andre Du
Plessis                                                                

      (Signature)

      Andre Du
Plessis