Exhibit 10.11


MARKETING AGREEMENT



                    This
Agreement, effective the first day of January, 2008 is made by and
between Millennium Group Worldwide, Inc. (hereinafter called “MILLENNIUM
GROUP”), a developer having its principal place of business at 2825 North 10th
Street, St. Augustine, FL 32084 and JPMorgan Chase Bank, National Association
(hereinafter called “Chase”), a national banking association, having a place of
business at 194 Wood Avenue South, Iselin, New Jersey 08830. 



                    WHEREAS,
Chase is in the business of originating, processing, making, and selling
one-to-four unit, first lien purchase or refinance residential mortgage loans
(each a “Loan”); and 



                    WHEREAS,
MILLENNIUM GROUP is a recognized provider of real estate services and has a
high level of expertise and experience in marketing its services to
individuals; and 



                    WHEREAS,
Chase desires to use the expertise of MILLENNIUM GROUP to market residential
mortgage loans and MILLENNIUM GROUP desires to assist Chase in marketing market
such loans and is willing to provide certain services and perform specified
functions detailed in this Agreement. 



                    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows: 


	
 

	
 

	
 


	
1.

	
Purpose


	
 

	
 


	
 

	
The purpose
  of this Agreement is to promote and achieve the effective marketing of
  mortgage loans, products and programs in the offices, locations or
  geographies listed on Exhibit A hereto, as the same may be amended by the
  parties from time to time during the term of this Agreement. 


	
 

	
 


	
2.

	
Mortgage


	
 

	
 


	
 

	
Chase will
  provide a full range of residential first mortgage and home equity products
  and services, including consulting, application, processing, closing and
  servicing, to all MILLENNIUM GROUP clients, employees and other prospects
  that respond to the MILLENNIUM GROUP marketing program (collectively
  “Customers”), as more fully set forth herein.










	
 

	
 

	
 


	
3.

	
Marketing Services


	
 

	
 


	
 

	
a.

	
Marketing
  Program


	
 

	
 

	
 


	
 

	
 

	
MILLENNIUM
  GROUP agrees to work with Chase to develop and implement a program (the
  “Program”) to market Chase’s mortgage loans, products and programs using a
  variety of marketing services, methods and media, as set forth in
  Exhibit B hereto. These services may be amended or supplemented from time to
  time, and additional services may be added, as agreed upon in writing by
  Chase and MILLENNIUM GROUP. Chase acknowledges that MILLENNIUM GROUP’s
  individual employees or independent contractors may refer Customers to other
  mortgage lenders or originators.


	
 

	
 

	
 


	
 

	
b.

	
Marketing
  Materials


	
 

	
 

	
 


	
 

	
 

	
All
  marketing, sales presentations and collateral sales materials, including
  copy, layouts and graphics to be provided to prospective Customers pursuant
  hereto shall be standard Chase marketing materials or materials specifically
  created by Chase, with the assistance of MILLENNIUM GROUP, for use in
  connection with the Program.. In no event shall any marketing, sales
  presentations and collateral sales materials that mention Chase’s name, logo
  or Chase’s mortgage loans, products and programs be disseminated by
  MILLENNIUM GROUP without Chase’s prior written approval.


	
 

	
 

	
 


	
4.

	
Mortgage Products


	
 

	
 


	
 

	
Chase agrees
  to make available a full range of competitive residential first mortgage and
  home equity products suitable for the kinds of Customers targeted in
  MILLENNIUM GROUP’s marketing, including but not limited to:


	
 

	
 


	
 

	
 

	
• fixed and
  adjustable rate loans


	
 

	
 

	
 


	
 

	
 

	
• conforming
  and jumbo loans


	
 

	
 

	
 


	
 

	
 

	
• FHA/VA
  loans


	
 

	
 

	
 


	
 

	
 

	
• affordable
  mortgage and first time homebuyer programs


	
 

	
 

	
 


	
 

	
 

	
• cash out
  refinance programs


	
 

	
 

	
 


	
 

	
 

	
• other
  products as mutually deemed appropriate and necessary.


	
 

	
 

	
 


	
 

	
Chase
  reserves the right to add or eliminate products and programs in its sole
  discretion at any time during the term of this Agreement.


	
 

	
 


	
5.

	
Contact Person


	
 

	
 


	
 

	
A Chase
  contact person will work with each Customer in the loan application and
  approval process through to closing. The Chase contact person will handle the
  initial Customer contact, and will interact with Chase’s Processing,
  Underwriting, and Closing Departments to respond to Customer’s questions.










	
 

	
 


	
6.

	
Full Power


	
 

	
 


	
 

	
Each party
  represents that it has full power, authority and capacity to enter into this
  Agreement and to perform its obligations hereunder and that this Agreement
  constitutes its legal, valid, binding and enforceable obligation. All
  corporate

actions and
  all consents, resolutions and approvals necessary for the execution of this
  Agreement and the performance of its terms have been taken and/or received,
  and the person executing this Agreement for each party has full authority and
  capacity to enter into, execute and deliver the same on its behalf.


	
 

	
 


	
7.

	
Compliance with Laws


	
 

	
 


	
 

	
Each party
  shall at all times during the term of this Agreement comply with all
  applicable federal, state and local laws and regulations regarding the
  performance of its responsibilities under this Agreement.


	
 

	
 


	
8.

	
Relationship of the Parties


	
 

	
 


	
 

	
Nothing in
  this Agreement shall be construed as constituting a partnership, joint
  venture or other association of any kind, or agent/principal relationship
  between the parties hereto. The relationship between the parties is an
  independent contractor relationship. MILLENNIUM GROUP and Chase, and their
  respective employees, agents and subcontractors, are not to be considered
  employees of the other for any purpose whatsoever. Each party agrees and
  acknowledges that it is solely responsible for determining the method and
  means by which it will accomplish the services called for under the Agreement
  and will otherwise fulfill its obligations hereunder.


	
 

	
 


	
9.

	
Term and Fees; Termination


	
 

	
 


	
          This
  Agreement will have a term of six months commencing on the effective date set
  forth at the beginning of this Agreement and shall automatically renew for
  like terms unless either party notifies the other in writing within fifteen
  days prior to the end of the current term of its desire not to renew or to
  renegotiate any of the provisions hereof.


	
 


	
 

	
As full
  compensation for the marketing services to be performed hereunder, Chase
  agrees to pay MILLENNIUM GROUP a total marketing fee for the initial term of
  this Agreement and for each renewal term of $18,000, payable on a monthly
  basis (i.e., $3,000 per month). This fee is all-inclusive and shall cover all
  of MILLENNIUM GROUP’s fees, expenses and third-party costs, and MILLENNIUM
  GROUP shall not be entitled to any other compensation for its services. The
  marketing fee is not predicated on the volume of loan applications received
  by Chase. 










	
 

	
 


	
 

	
Either party
  shall have the right to terminate this Agreement (a) without cause, on 15
  days written notice to the other party; (b) immediately upon breach by the
  other party of a material obligation hereunder which breach is not cured
  within 30 days after notice thereof, or upon the bankruptcy or insolvency or
  a general assignment for the benefit of creditors of the other party; (c)
  immediately if it determines, in its sole discretion, that the continuation
  of the Agreement may constitute a violation of any federal, state or local
  law, regulation or ordinance or would otherwise be considered an unethical or
  inappropriate business practice; and (d) immediately in the event that
  ownership or a controlling interest in the other party passes to a third
  party without the consent of the terminating party, or which is not
  reasonably acceptable to the terminating party.. Chase shall also have the
  immediate right to terminate this Agreement in the event that the property
  lease or license agreement entered into between MILLENNIUM GROUP
  and Chase, if any, expires or is terminated or discontinued for any reason. 


	
 

	
 


	
10.

	
Property


	
 

	
 


	
 

	
All
  marketing materials utilized under the terms of this Agreement, including
  documents or objects developed or created by or for Chase, whether
  preliminary or final, and any materials, data, or information provided to
  MILLENNIUM GROUP by, or at the direction of, Chase are the sole property of
  Chase and shall not be retained or reused by MILLENNIUM GROUP in any manner.
  Any and all such documents, materials, working objects in whole or in part,
  including all copies thereof, shall be delivered to Chase upon Chase’s
  request or upon the termination of this Agreement. MILLENNIUM GROUP agrees
  not to use any and all such documentation, materials, working objects in
  whole or in part for the benefit of any party other than Chase. In addition,
  any copyright, trademark or service mark rights of Chase in the marketing
  materials shall remain the exclusive property of Chase. This Paragraph shall
  survive the termination of this Agreement. 


	
 

	
 


	
11.

	
Confidentiality


	
 

	
 


	
 

	
 

	
Each party
  (“Receiving Party”) shall maintain the confidentiality of information
  provided by the other (“Disclosing Party”) or obtained by Receiving Party in
  connection with its activities under this Agreement, and shall not use,
  disclose or permit such information to be used or disclosed at any time prior
  to or after the termination of this Agreement, except as specifically
  permitted in writing by the Disclosing Party. Confidential or proprietary
  information shall include any information of the Disclosing Party, which is
  not generally known or does not become known to the public, such as, without
  limitation, any development, sales, financial or accounting procedures,
  accounts, operations, techniques, methods, business plans, trade secrets, or
  the identity or personal or financial information of any customers, and any
  and all information regarding the Disclosing Party’s business practices
  (“Confidential Information”). Each party also agrees to maintain, and cause
  its employees, agents and subcontractors to maintain, the terms and
  conditions of this Agreement, including compensation, strictly confidential,
  and not to disclose same to any third party, except as expressly permitted in
  writing by the other party. Each party further agrees that its employees,
  agents, subcontractors and contractors shall abide by the terms of this
  paragraph. This paragraph shall survive the termination of this Agreement.










	
 

	
 

	
 


	
12.

	
Notices


	
 

	
 


	
          Any
  notice required or permitted to be given in writing under this Agreement
  shall be deemed duly given and effective either when served personally on the
  other party or when received in the United States mail, mailed by certified
  or registered mail, return receipt requested or when received by overnight
  courier service to the party at its address as set forth below or as
  otherwise designated by the party in writing as follows:


	
 

	
 

	
 


	
 

	
(i)

	
Any notice
  to be given to Chase pursuant to this Agreement shall be addressed to the
  Attention of Desmond P. Smith, Senior Vice President at JPMorgan Chase Bank,
  N.A., Chase Home Finance Division, 194 Wood Avenue South, Iselin, New Jersey
  08830 with a copy to General Counsel at the same address. 


	
 

	
 

	
 


	
 

	
(ii)

	
Any notice
  given to MILLENNIUM GROUP pursuant to this Agreement shall be addressed to
  the attention of Julius Jackson, Sr. at 2825 North 10th Street,
  St. Augustine, FL 32084.


	
 

	
 

	
 


	
13.

	
Use of Names


	
 

	
 


	
 

	
Neither
  party will use the other’s names, logos, service marks or trademarks except
  as specifically contemplated herein or as authorized in writing by the other
  party.


	
 

	
 


	
14.

	
Assignment


	
 

	
 


	
 

	
Neither
  party may assign or transfer this Agreement or any of its rights or
  obligations hereunder, or contract with any third party to perform any of its
  responsibilities or obligations relating to this Agreement without the prior
  written consent of the other party, which consent shall not be unreasonably
  withheld. Any such attempted assignment without the prior written consent of
  the other party shall be void and without effect. However, each party shall
  have the right to assign or transfer this Agreement or any of its rights or
  obligations hereunder, to its parent, affiliates, subsidiaries or successors
  in interest without the prior written consent of the other party.


	
 

	
 


	
15.

	
Governing Law


	
 

	
 


	
 

	
This
  Agreement shall be interpreted, governed, construed and enforced in
  accordance with the laws of New Jersey, including any laws limiting the power
  of arbitrators, without regard to any conflict of laws principles.










	
 

	
 


	
16.

	
Severability


	
 

	
 


	
 

	
If any
  provision of this Agreement or the application of any such provision to any
  person or circumstance is held unlawful or invalid, the remainder of this
  Agreement and the application of such provision other than to the extent it
  is held unlawful or invalid, will not be held unlawful, invalidated
  or affected thereby, and shall remain in full force and effect provided that
  such remaining provisions are sufficient to carry out the commercial
  objectives of the parties.


	
 

	
 


	
17.

	
Entire Agreement


	
 

	
 


	
 

	
This
  Agreement sets forth the entire understanding of the parties with respect to
  the subject matter hereof and supersedes all prior agreements, arrangements
  and understandings relating thereto.


	
 

	
 


	
18.

	
Non-Waiver and Forbearance


	
 

	
 


	
 

	
Any failure
  by a party to exercise its rights and remedies hereunder shall not be
  construed as a waiver of such rights or remedies, which waiver can only be
  given in writing and shall apply only to the specific instance for which it
  is given and not to any other or subsequent instance. The rights and remedies
  of the parties hereunder are cumulative and may be exercised concurrently,
  independently or successively.


	
 

	
 


	
19.

	
Fair Lending Representation and Warranty of MILLENNIUM GROUP


	
 

	
 


	
          MILLENNIUM
  GROUP hereby represents and warrants to Chase that MILLENNIUM GROUP has
  received, reviewed and understands the Chase Fair Lending Policy Statement, a
  copy of which is attached as Exhibit C to this Agreement. MILLENNIUM GROUP is
  cognizant and will remain cognizant during the term of this Agreement of its
  own obligation under the Fair Housing Act (42 USC 3601 et seq.), the Equal
  Credit Opportunity Act (15 USC 1691 et seq.) and other applicable federal,
  state and local fair lending and fair housing statutes. 


	
 


	
20.

	
Counterparts


	
 

	
 


	
 

	
This
  Agreement may be executed in counterparts, each of which shall be an
  original; but all of which together shall constitute one and the same
  Agreement.


	
 

	
 


	
22.

	
Third Party Beneficiaries


	
 

	
 


	
 

	
This
  Agreement is intended for the sole use and benefit of the parties hereto and
  is not intended in any way to create any rights in or obligations to third
  parties.











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


	
 

	
 

	
 


	
MILLENNIUM
  GROUP WORLDWIDE, Inc.

	
 

	
JPMORGANCHASE
  BANK, N.A.


	
 

	
 

	
 


	
By: /s/
  Julius Jackson, Sr. 

	
 

	
By: /s/
  Brian Stablein 


	
 

	
 

	
 


	
Print (Name)
  Julius Jackson, Sr.

	
 

	
Print (Name)Brian Stablein


	
 

	
 

	
 


	
Title:
  Chairman

	
 

	
Title: Vice
  President JV/ABA