EXHIBIT 10.11 NETWORK 1 FINANCIAL CORPORATION AFFILIATE OFFICE AGREEMENT THIS AGREEMENT is entered into by and between NETWORK 1 FINANCIAL, INC. ("NETWORK 1"), a Virginia Corporation with its principal place of business at 1501 Farm Credit Drive, Suite 1500, McLean, Virginia 22102-5004, and Payment Data Systems, Inc., the Affiliate Office ("AFFILIATE"), a Nevada Corporation with its principal place of business at 12500 San Pedro Suite 120 San Antonio, TX 78216. NETWORK 1 and Affiliate hereby agree as follows: RECITALS WHEREAS, Network 1 Financial, Inc. ("Network 1") provides through various Member Bank(s) ("Member"), VISA and MasterCard processing and related payment processing services ("Services") to merchant(s) ("Merchant(s)") in accordance with the terms of certain Agreement (s) between Network 1, Member and other settlement/transaction processing providers; and WHEREAS, the Network 1 desires to locate individuals to market Services as Contractor(s) (the "Contractors") of Network 1; WHEREAS, Affiliate desires to establish an "Affiliate Office" on behalf of Network 1 and Affiliate to market the Services of Network 1 and its subsidiaries and to locate Contractors on behalf of Network 1, Member, and Affiliate and to provide a "Local Office" for such Contractors on the terms and for the consideration set forth herein; And WHEREAS, Affiliate requires a referral arrangement while Affiliate is negotiating an ISO sponsorship agreement with Network 1 and Harris Bank and this Agreement shall govern the agreement between the parties until such time that the ISO sponsorship agreement has been approval and executed in which case the Processing Agreement, ISO sponsorship Agreement, and Three Party Agreement will govern the relationship and this Agreement shall be terminated without penalty or prejudice; NOW, THEREFORE, in consideration of the foregoing and for the mutual promises set forth herein, the parties hereby agree as follows: ARTICLE I [OBLIGATIONS OF AFFILIATES] OBLIGATIONS OF AFFILIATES 1.01 CONTRACTORS.