Exhibit
10.6


November 30, 2007


Mr. Julius Jackson

President

Millennium Group Worldwide, Inc.

2825 N 10th Street,

St. Augustine, Fl 32084


TERMS OF PURCHASE AND DEVELOPMENT


Whereas the parties Amera Broward Central Inc. (Amera) seller, a
corporation registered in the state of Florida and Millennium (Millennium)
buyer, a corporation registered in the state of Florida wish to establish the
following:


	
   

  	
   

  
	
  1.

  	
  Amera may develop at Carishoca, a Caribbean Village incorporating a
  hotel, trade center, diplomatic buildings, offices, retail , restaurants,
  commercial entertainment venues, in accordance with a master plan approved in
  concept by the city of Lauderhill in the County of Broward, in the state of
  Florida.

  
	
   

  	
   

  
	
  2.

  	
  Amera at its sole discretion shall provide Millennium a fully
  developed serviced site with all infrastructure to complex building pad to
  accommodate the following:

  
	
   

  	
   

  
	
  (i)

  	
  A 150 room hotel of approximately 90,000 square feet.

  
	
   

  	
   

  
	
  (ii)

  	
  An office tower inclusive of an exhibition center and conference
  rooms comprising a trade center class of activity of approximately 100,000
  square feet.

  
	
   

  	
   

  
	
  (iii)

  	
  A retail/restaurant/commercial component comprising upscale property
  of approximately 50,000 square feet.

  
	
   

  	
   

  
	
   

  	
  All subject to the final design and use approvals of Amera, within
  the site planning criteria of Amera’s master plan agreements with the city of
  Lauderhill.

  
	
   

  	
   

  
	
  3.

  	
  The price of the sites is as follows:

  






	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i)

  	
  150 room hotel

  	
   

  	
  $

  	
  4,400,000.00

  	
   

  
	
  (ii)

  	
  Office/Trade center

  	
   

  	
   

  	
  5,000,000.00

  	
   

  
	
  (iii)

  	
  Retail

  	
   

  	
   

  	
  7,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
  


  	
  


  	
   

  
	
   

  	
  Total Price

  	
   

  	
  $

  	
  16,400,000.00

  	
   

  



          Plus
Millennium will bear to cost of building a parking garage or pay the cost of
use of such parking built by others.


Page 1 of 2






Without responsibility on the part of Amera the following preliminary
estimates of the Millennium project cost is provided:


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i)

  	
  Hotel 150 rooms @ 100,000 per key

  	
   

  	
   

  	
  15,000,000.00

  	
   

  
	
  (ii)

  	
  Office/trade center 100,000 sq ft @ 170 per sq ft

  	
   

  	
   

  	
  17,000,000.00

  	
   

  
	
  (iii)

  	
  Retail 50,000 sq ft @ 160 per sq ft

  	
   

  	
   

  	
  8,000,000.00

  	
   

  
	
  (iv)

  	
  Car park 600 cars @ 18,000 per unit

  	
   

  	
   

  	
  10,800,000.00

  	
   

  
	
  (v)

  	
  Acquisition cost incl infrastructure

  	
   

  	
   

  	
  16,400,000.00

  	
   

  
	
   

  	
   

  	
   

  	
  


  	
  


  	
   

  
	
   

  	
  Total estimated project cost

  	
   

  	
  $

  	
  67,200,000.00

  	
   

  






	
   

  	
   

  
	
  4.

  	
  Ownership of the portion (Millennium) of the Carishoca Village will
  be vested by Amera to Millennium by way of a long term lease on such terms
  and conditions that will be applied by Amera at Amera’s discretion, to its
  tenants and owners within a Carishoca unified district.

  
	
   

  	
   

  
	
  5.

  	
  Design and construction of all (Millennium) improvements to the site
  that will comprise the foregoing (at Millennium’s cost), are subject to the
  approval of Amera and the regulatory authorities within the master planning
  process to be undertaken by Amera through the city of Lauderhill at
  Millennium’s cost.

  
	
   

  	
   

  
	
  6.

  	
  Financing of the acquisition of the sites and development of these
  improvements, will be the responsibility of Millennium and sources of funding
  and project feasibility will have to be established to the satisfaction of
  Amera and the regulatory authorities prior to execution of a contract of
  sale. It is Amera’s understanding that purchase and development to completion
  of this project will be financed through a Millennium IPO Offering. Without
  commitment and at Amera’s discretion Amera will work with Millennium to
  pursue such financing and final development incentives that may be available
  to Millennium.

  



Amera reserves the right to terminate this offer of sale should at its
discretion Amera determines that Millennium is unable to conclude acquisition
and build out on a timely manner.


Amera’s expectation is that these investments will be completed by the
end of 2010.


	
   

  	
   

  
	
  Sincerely,

  	
   

  
	
  AMERA
  BROWARD CENTRAL, INC.

  	
  MILLENNIUM
  GROUP W0RLDWIDE INC

  






	
   

  	
   

  	
   

  
	
  /s/ Winston Fifi

  	
   

  	
  /s/ Julius
  Jackson

  
	
  


  	
   

  	
  


  
	
  Winston Fifi,
  Project Manager

  	
   

  	
      Julius
  Jackson, President

  






	
   

  
	
  Amera
  Broward Central, Inc.

  
	
  2900
  University Drive, Coral Springs, Florida 33065

  
	
  Tel:
  954-753-9500 Fax: 954-340-6001 Website: www.accessamera.com

  



Page 2of 2