EXHIBIT
10.2


JOINT
VENTURE AGREEMENT


THIS
JOINT VENTURE AGREEMENT is
made as of November /4.2007, by and
between the MILLENNIUM GROUP WORLDWIDE. INC, a Florida corporation located at 2825 North 10th Street, St.
Augustine, Florida 32084 (the “MGW”), and FRANKLIN AUTO MALL, INC. d/b/a Champion Chevrolet, Buick, Potomac, GMC.
located at 1201 Armory Drive, Franklin, Virginia 23851 (“Franklin
Auto”), (individually or collectively
referred to hereinafter as “Partner” or “Partners”
respectively).


RECITALS:


WHEREAS, MGW is in the business of business
development, real estate development and
finance and Franklin Auto has substantial business experience in development
and management of automotive dealerships,


WHEREAS, MGW and Franklin Auto hereby agree to form a joint
venture with respect to the acquisition, ownership and development of
automotive dealerships throughout the United
States and internationally in accordance with the conditions and terms
stated below,


WHEREAS, the Partners hereby agree that the first automotive dealership
to be acquired by the joint
venture will be Champion Chevrolet, Buick, Pontiac, and GMC Truck
(“First Dealership”);


WHEREAS, the Partners have agreed that their respective performances
required under this Agreement,
a majority of the funding required to fund the joint venture and the acquisition of the First Dealership shall be
contingent on the completion of an Initial Public Offering (“IPO”)
placed by MOW (Form S-1, filed August 18, 2007 for $75,000,000.00); and


WHEREAS, with respect to the above stated funding for the acquisition
of the First Dealership and
the IPO funding contingency, the Partners further agree to the following:


          a.
That all times during the IPO
approval process and funding the terms of this Agreement shall remain
enforceable between the Partners; and


          b.
The Partners shall not be obligated to perform any of their respective duties and responsibilities required under the
terms of this Agreement unless a minimum of $10,000,000.00 is raised in
the IPO.


	
 

	
 

	
 

	
 


	
 

	
c.

	
In the event that the funding requirements of the IPO are not
  achieved within 120 days from the IPO filing date, this Agreement shall automatically terminate and
  the Partners shall be released of all obligations.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
NOW, THEREFORE, it is mutually agreed by and between the parties
  hereto as follows:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
I. PURPOSE: the MOW and Franklin Auto hereby enter into a
  joint venture (the “Venture”) for the purpose of acquiring, developing
  and operating the First Dealership, together with all rights therein and
  thereto.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
2. TERM: The term of the Venture shall commence as of the
effective date of this Agreement and, unless sooner terminated in
accordance with the provisions of Clause 14 below, shall continue for the
aggregate term of any and all agreements relating to the First Dealership
(the “Term”). 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
2. FORMATION AND NAME OF
CORPORATION: Prior to
or upon execution of this
Agreement, the Partners shall form a C-Corporation, incorporated in the State of Virginia (“Corporation”). This
Corporation will be the legal corporate entity that will own, control, operate and manage all rights in the
First Dealership and conduct the
business of the Venture. The name of the Corporation shall be the “Millennium Auto Group, Inc”. The Partners agree
that James .1. Hayden, Jr. will be designated as CEO of the
Corporation. The Partners shall also enter into a shareholders agreement pursuant to which they would be granted certain
rights as described herein and
will work together to develop, operate and finance the First Dealership. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
2. TITLE: Any and all property and assets of the Venture as well as all rights, including without
limitation, all copyrights,
  trade names and trademarks, in and to the First Dealership and all other business related to the First
  Dealership, and all ancillary rights, shall be owned by and title held in the
  name of the Venture. Each Partner agrees to execute any assignment of rights
  that is required to implement this provision.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
2. PRINCIPAL ONCE: The location of the principal office of the
Venture shall be at 1201 Armory Drive, Franklin, Virginia 23851, or at such
other place or places as the
Partners shall from time to time determine. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
6. NAME AND ADDRESS OF EACH PARTNER: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
a.    Millennium Group Worldwide, Inc. Julius
  Jackson, Chairman


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
2825 North
  101’ Street,


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
St.
  Augustine, Florida 32084


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
b.    Franklin Auto Mall. Inc. James J. Hayden, Jr., President 1201
  Armory Drive


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Franklin,
  Virginia 23851










7. CONTRACTS AND AGREEMENTS: All contracts or agreements to be entered into by. on behalf of, or for the
benefit
of the Venture must be signed by the
Partners hereto, it being understood that no Partner shall have the right to
bind the Venture with respect to the
First Dealership without the express written consent of the other Partner, It is understood that if any contract or
agreement is entered into by a
Partner without the express written consent of the other Partner, the Partner
purporting to enter into such unauthorized contract or agreement on behalf
of the Venture will indemnify and hold harmless the non-contracting Partner from all claims, liabilities, damages and
costs (including attorneys’ fees and court costs) arising out of or
pertaining to Such unauthorized contract or agreement.


R. CAPITAL CONTRIBITTIONS,
SERVICES PROVIDED AND ADDITIONAL
CONTRIBUTIONS: (Subject to the WO funding
contingency stated above) The Partners agree to collectively, use best
efforts, to secure financing for the development and operations of the First
Dealership and to provide the following specific services to the Venture:


a.
It is understood that MOW will be required to make an initial capital contribution in the amount of $4,000,000.00 to the
Venture and for its capital
contribution MGW shall own Eighty point One Percent (80.1%) of the
Venture.


b.
It is understood that the Franklin Auto will be required to make a cash contribution of $1,800,000.00 to the Venture. It
is further understood that Franklin Auto’s contribution shall also consist
of providing professional services and
experience as an automotive dealership company to the Venture. Franklin Auto shall (I) develop the
overall concept and activities involved
in the First Dealership. (2) provide administrative services in the management
and operations of the First Dealership and (3) secure the services of other professionals and solicit
individuals who will participate in
the First Dealership. For its contributions to the Venture, Franklin Auto shall
own Nineteen point Nine Percent (19.9%) of the Venture. Franklin Auto shall
also assign and transfer to the Venture of all its right, title and interest in
the First Dealership.


c. The Partners shall not be obligated to make any additional
contributions to the capital
of the Venture. If a need for additional capital arises, each Partner may contribute whatever portion of the
total sum required that each elects
to contribute, in its sole discretion or at such times and in such amounts
as they mutually agree.


9.
ALLOCATION OF PROFITS AND LOSSES:. TAX CREDITS AND DEDUCT:DNS:



a. The Partners agree that for the Term of this Agreement, the net
profits or net losses of the
Venture shall be allocated, credited or charged as the case may be, to the Partners in the following
shares:


(1)
Eighty point one percent (80.1%) to MGW.


(2)
Nineteen point one percent (19.1%) to the Franklin Auto.


The Partners further agree that the above stated allocation of net
profits or net losses may be re-allocated at any time during the
Term of this Agreement by mutual consent of the Partners. The terms “net
profits” and “net losses” as used herein shall be defined as gross receipts
received by the Venture from any and all
sources in connection with the First Dealership and all uses thereof and ancillary rights thereto, less the aggregate
of all costs, charges, fees and expenses
of the Venture including, without limitation, third party gross or net profit participations. For purposes of computing
net profits and net losses only the
costs and expenses approved by both Partners and incurred by either Partner
directly on behalf of the First Dealership or the Venture shall be a charge against and shall reduce the gross receipts
of the Venture in calculating net profits or net losses of the Venture.


b. Any and all tax credits and/or deductions to which the Venture shall
be entitled shall be allocated
equally between the Partners in their respective shares as stated above.


10.
BOOKS, RECORDS AND RANK ACCOUNTS:


(a)
At all times during the term hereof, the Venture shall keep or cause to
be kept, at the principal place of business of the Venture or at such other
place as the Venture may
determine, books and accounting records for the business and operations of the Venture. Such books shall be
open to inspection by the Partners, or their authorized representatives,
during reasonable working hours upon Fifteen (15) days advance written notice.
The accounting for Venture purposes,
including the determination of “net profits” and “net losses” shall be in
accordance with generally accepted accounting principles consistently applied. The venture shall engage the services of
an accountant who shall be selected with the mutual approval of both
patties.


	
 

	
 


	
 

	
(a)There shall
  be maintained for each Partner a capital account and an income account. Each Partner’s distributive
  share of profits and losses, and monthly and end-of –the-year
  withdrawals not previously posted shall be credited
  or debited to the respective Partner’s income account as of the close of the calendar year. Thereafter, any debit or
  credit balance remaining in the income account of a Partner shall be debited,
  or credited, as the case may be, to their respective capital account.





(c) The Venture
shall be on a calendar year basis for accounting purposes (the “tax
year”). As soon after the close of each tax year as is reasonably practical, a full and accurate accounting shall be made of
the affairs of the Venture as of the close of each tax year. On such
accounting being made, the net profit or net
loss sustained by the Venture during such tax year shall be ascertained and credited or charged, as the case may be, in the
books of account of the Venture in the proportions hereinabove
specified.






(d) From time to time, but no less than annually,
the Venture shall make distributions from the capital of the Venture which
shall be in excess of the reasonable needs of the Venture for working
capital and reserves as mutually determined by the Partners in
accordance with Clause 15(a), provided, however,
that so long as any Partner has any indebtedness or other outstanding
obligations to the Venture, any distribution that would be otherwise be made shall first be applied toward any such
indebtedness or other obligation. 


(e) All funds of the Venture shall be deposited in an account or
accounts in the name of the
Venture at such bank or banks as may from
time to time be selected by the
Venture. All withdrawals from any such account or accounts shall be made
by check or other written instrument and shall require the signature of a representative of the MOW and the
signature of a representative of Franklin Auto.


11. MANAGEMENT AND RESPONSIBILITIES OF TELE PARTIES: The Partners shall have equal power, authority
and control over all business, financial and legal matters in connection with
the Venture and the development, management, and exploitation of the First
Dealership, and all subsidiary and ancillary
rights thereto and all exploitation thereof including. without limitation, decisions
regarding the management, budget, location of the Venture and the consideration for any rights granted or services
rendered hereunder by Partners and
others, and all decisions regarding the foregoing shall be made only by unanimous
agreement of the Partners.


12. WARRANTIES
ANDINDEMIFICATIONS: 


a. Each
Partner hereby warrants and represents to the other that he or it:




	
 

	
 


	
1.

	
Has the
right and capacity to enter into this Agreement;


	
 


	
2.

	
Shall not encumber or sell any property, assets or
intangible rights of the Venture without the written consent of the
other Partner;


	
 


	
3.

	
Shall not assign, mortgage, hypothecate or
encumber his or its interest in the Venture
without the written consent of the other Partner:


	
 


	
4.

	
Shall not loan any funds or extend the credit
of the Venture to any person or entity
without the written consent of the other Partner;


	
 


	
5.

	
Shall not incur any cost, expense, liability or obligation in the name or on the credit of the Venture without
the written consent of the other Partner; 


	
 


	
6.

	
Shall not
draw any checks on the Venture without the signature of both Partners
hereon.






b. Each Partner hereby indemnifies and holds harmless the other Partner
from and against any and all claims, liabilities, damages and costs (including but not limited to reasonable
attorneys’ fees and court costs) arising
from any breach by such Partner of any representation, warranty, or
agreement made by such Partner hereunder.


13. EXCLUSIVITY: None of the Partners shall be
exclusive to the Venture and each Partner
may develop other businesses and engage in other activities that are separate
and apart from the Venture and the other Partner. However, it is agreed by the Partners that each Partner shall devote as
much time as shall be reasonably necessary to fulfill his or its duties and
obligations in connection with the Venture and the First Dealership.


14. DISSOLUTION AND
TERMINATION OF THE VENTURE: 


a. The Venture
shall be dissolved and terminated and its business wound up upon the first to
occur of the following:


1. The
expiration of the term referred to in Clause 2, above;


2. Mutual
agreement of the Partners at any time during the Term of this Agreement;


3. Operation of law;


4. Material breach of this Agreement by any Partner, which breach is not cured within fifteen (15) days
after written notice thereof from the
non-defaulting Partner; provided, however,
it is understood that only the non-defaulting Partner shall
have the right to terminate the Venture pursuant
to this Clause 14(a) (4). Such
termination shall not release the
defaulting Partner from any obligations or liabilities to the other
Partner, whether pursuant to the provisions of this Agreement or at law or in
equity.


h. Upon
termination of the Venture, the business of the Venture shall he wound up and assets and properties of the Venture
shall be liquidated. Upon the
happening of any one of the events mentioned in Clause 14(a) hereof, the
Venture shall engage in no further business, other than that necessary to
protect the assets of the Venture, wind-up its business and distribute
its assets as provided herein. 


c. In the event
of a dissolution or termination of the Venture, the Partners hereby agree that
all contracts, trademarks and any underlying property rights in the First Dealership, shall be equally
owned fifty percent (50%) by each Partner.


15. DISTRUIVITIONS:



d. Distributions
Other than Upon Liquidation. Distributions
of available cash shall be made at
such time and in such amounts as in the discretion of the Partners, the
business, the affairs and the financial circumstances of the Venture permit.


e. Distributions of Assets on Dissolution and Liquidation. Upon
any dissolution and
liquidation of the Venture, the assets of the Venture shall be liquidated in an orderly manner, with a view
toward maximizing the proceeds from such liquidation, and the proceeds
thereof shall be distributed in the following order of priority:


1. The expenses of liquidation and the debts of the Venture, other than debts owing to the
Partners, shall be
paid;






2. Debts owing to Partners,
if any, shall be paid;


3.
Distribution shall be made to Partners of amounts equal to their respective capital account balances, if
any, which shall be made in the ratio of their respective account balances;


4.
Any funds remaining after the amounts described in the foregoing Sub-clauses (1), (2) and (3) have been
paid shall be distributed to the
Partners in the proportion in which the Partners share the net profits of the Venture at the time of such
distribution.


5.
If the Partners have not sold the assets of the Venture (i.e.
non-monetary assets other than rights in the Property) within one (1) year following dissolution, then there shall be distributed to
the Partners as tenants in
common, subject to the foregoing
Sub-clauses (1), (2), (3) and (4) of this Clause 15(b), undivided interests in the assets of the Venture, as
valued and constituted on the date.


15. GAIN OR LOSS
DURING DISSOLU’T’ION: Any
gain or loss arising out of the disposition of the assets of the Venture during
the course of dissolution shall be borne by
the Partners in the same proportions as such
gain or lass was shared by the Partners hereunder immediately prior to
dissolution.


16. OPPORTUNITIES AND CONFLICTS OF INTEREST: Any Partners may engage or possess an interest in any other
business Venture of every
kind, nature and description, including ventures or enterprises which
may be competitive in nature with the Venture, and neither the Venture nor any
of the Partners shall have any rights in and
to said business ventures, or to the income or profits derived there
from.


17. DEATH, INCAPACITY, DISABILITY OF A PARTNER:


a. Upon the death, legal incapacity or total disability of a Partner
leaving the other Partner surviving, this joint venture shall not
dissolve but shall continue as a
limited partnership with the successor(s) in interest of such deceased,
incapacitated or disabled Partner as a limited partner thereof, which limited partner shall not be entitled to
vote on the partnership business
except that such limited partner’s written approval and signature shall
be required for any sale or other disposition of the Production.


b. If in the opinion of legal counsel for the deceased. incapacitated
or disabled Partner cannot be converted to a limited partnership
interest without adverse tax consequences, then upon the death, incapacity or
disability of such Partner, this joint venture shall not dissolve but shall
continue with the remaining Partner and the legal representative(s) or successor(s) in interest of such deceased,
incapacitated or disabled
Partner, shall thereafter be deemed a
Class IA Partner in the Venture. Such Class B Partner shall be entitled
to the same economic rights, preferences as to distribution, capital and profits interest in the Venture as
was the deceased, incapacitated or disabled Partner, including the right
to approve all withdrawals; provided, however that such Class B Partner(s) shall
not be entitled to vote on Venture
matters or to participate in the management of the venture business, except that such Class B Partner’s written
approval shall be required for any sale or other disposition of the
Production.


18. NOTICES: All such notices which any party is required or
may desire to serve hereunder shall be in writing and shall be served by
personal delivery to the other party or by prepaid registered or certified mail
addressed to the parties at their respective
addresses as set forth in Clause 6 hereof, or at such other address as the parties may from time to time designate in writing
upon the books of the
Venture. or by facsimile with written verification of receipt.


19. ARBITRATION: Any controversy or dispute
arising out of or relating to the Venture
or the breach or alleged breach of any provision of this Agreement shall be settled by arbitration at
County, Florida, in accordance with the
rules of the American Arbitration Association and judgment upon the
award rendered by the arbitrator may he entered in any court having
jurisdiction thereof. The prevailing party
in any such arbitration shall be entitled to recover from the other party reasonable attorney fees and costs
incurred in connection therewith. The determination of the arbitrator in
such proceeding shall be final, binding and non-appealable. Nothing contained
in this clause shall preclude any party from seeking and obtaining any
injunctive or other provisional remedy available in a court of law.


18.
GOVERNING LAW: This
Agreement shall be construed, interpreted and enforced in accordance
with the laws of the State of Florida applicable to agreements executed and to
be wholly performed within such state.


20.
ILLEGALITY: Nothing
contained in this Agreement shall be construed so as to require the
commission of any act or the payment of any compensation that is contrary to law or to require the violation of any
guild or union agreement applicable hereto that may, from time to time,
be in effect and by its terms controlling of
this Agreement. If there is any conflict between any provision of this Agreement and any applicable law and the
latter shall prevail, then the provision or provisions of this Agreement
affected shall he modified to the extent (but only to the extent) necessary to
remove such conflict and permit such compliance with the law.


21.
NO
WAIVER: No
waiver by any party hereof of any failure by any other party to keep or perform any covenant or condition
hereof shall be deemed a waiver of any
preceding or succeeding breach of the same or any other covenant or condition.


19.
AMENDMENT: This
Agreement may not be amended or changed except by a written instrument
duly executed by each of the Partners.


24. ADDITIONAI,
DOCUMENTS: Each
Partner shall execute and deliver any and all additional papers, documents, and
other instruments and shall do any and all further acts and things reasonably
necessary in connection with the performance of his or its obligations
hereunder to carry out the intent of the Venture.






24.    IKKITMENTATION: Any and all consents and
agreements provided for or permitted by
this Agreement shall be in writing and a signed copy thereof shall be filed
and kept with the books of the Venture.  


26, ENTIRE
AGREEMENT: This
Agreement contains the sole and only agreement of the Partners relating to the Venture and correctly sets forth the
rights, duties and obligations of
each to the other as of its date. Any prior agreements. promises, amendments,
negotiations or representations not expressly set forth in this Agreement are
of no force and effect.


27. RESTRICTIONS: No Partner shall sell, assign, mortgage,
hypothecate or encumber his
interest, or portion thereof, in the Venture without the prior written consent
of the other Partner.


IN
WITNESS WHEREOF, this
Agreement is executed as of the date and year first above written.


	
 

	
 


	
ATTEST:

	
MILLENNIUM GROUP
  WORLDWIDE, INC.








	
 

	
 


	
 

	
 /s/ Julius Jackson 


	
 

	



	
 

	
     Julius
  Jackson, President 








	
 

	
 


	
ATTEST:

	
FRANKLIN AUTO MALL INC.


	
 

	
 


	
 

	
 /s/ James Hayden 


	
 

	



	
 

	
James
  J. Hayden Jr., President