Exhibit 4.1


THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER COUNTRY, AND MAY NOT BE OFFERED, SOLD TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.


                          MILLENIUM HOLDING GROUP, INC.

                                CONVERTIBLE NOTE


Total Principal Amount:                                  Date

FOR VALUE RECEIVED, the undersigned, Millenium Holding Group, Inc. a Nevada
corporation (the "Company"), hereby promises to pay to the order of , or assigns
(the "Holder"), in lawful money of the United States of America, and in
immediately payable funds, the principal sum of Ten Thousand Dollars ($10,000),
with interest thereon, both before and after default until paid, at the rate of
ten percent (10%) per annum payable quarterly upon the terms and conditions set
forth herein.

1. MATURITY DATE/INTEREST PAYMENTS. The Company promises to pay this Note in
full to the Holder including interest in cash plus 20,000 restricted Common
Shares of the Company within one hundred twenty (120) days from the date hereof.
If this Note is converted as allowed in this Agreement, all accumulated but
unpaid interest shall be extinguished.

2. CONVERTIBILITY. This Note may be converted by the Holder upon the Maturity
Date at a conversion rate of one (1) share of Company Common Stock (the
"Shares") per fifty cents ($.50) principal amount of this Note plus the 20,000
shares as set out in paragraph 1. No accrued interest will be paid upon
conversion. The Shares to be issued upon conversion including the additional
20,000 shares shall be subject to the restrictions pursuant to Rule 144 of the
Securities Act of 1933 and will have "piggy back" rights of registration.

3. PREPAYMENT. The Company may prepay this Note prior to the Maturity Date and
prior to the receipt of a conversion election, in whole or in part, at any time.

4. TRANSFERABILITY. This Note shall be freely transferable by the Holder
provided such transfer is in compliance with applicable federal and state
securities laws.
<PAGE>
5. DEFAULT. In the event of the Company's failure to pay the principal and
interest due hereunder within ten (10) days following the Maturity Date, Holder
shall have the option, by written notice to the Company, to declare the unpaid
principal amount due to Holder, together with all accrued interest thereon,
immediately due and payable. In the event Company fails to cure the default
within twenty (20) days of the date of receipt of the written notice by Holder,
the Company will issue 125,000 Common Shares, restricted pursuant to Rule 144 to
the Holder in full payment of this Note.

6. NOTICES. Notices to be given hereunder shall be in writing and shall be
deemed to have been sufficiently given if delivered personally or sent by
overnight courier or messenger or sent by registered or certified mail (air mail
if overseas), return receipt requested, or by telex, facsimile transmission,
telegram or similar means of communication. Notice shall be deemed to have been
received on the date of personal delivery, telex, facsimile transmission,
telegram or similar means of communication, or if sent by overnight courier or
messenger, shall be deemed to have been received on the next delivery day after
deposit with the courier or messenger, or if sent by certified or registered
mail, return receipt requested, shall be deemed to have been received on the
fifth business day after the date of mailing. The Parties shall give written
notice of any change of address to each other.

7. INVESTOR STATUS. By providing the principal amount(s) set forth in this
Convertible Note, Holder acknowledges and certifies that this Convertible Note
represents a highly speculative investment and that Holder's personal financial
situation is such that (i) Holder can afford to hold the Convertible Note for an
indefinite period of time and to sustain a complete loss of this investment, and
(ii) Holder has adequate means of providing for Holder's current needs and
possible contingencies and has no need for liquidity in this investment in the
Company. By virtue of Holder's knowledge and experience in financial and
business matters, Holder is capable of evaluating the merits and risks of an
investment in the securities.

Holder, if a corporation, partnership, trust or other form of business entity,
(i) is authorized and otherwise duly qualified to purchase and hold the
Convertible Note, (ii) has obtained such additional tax and other advice that it
has deemed necessary, and (iii) has not been formed for the specific purpose of
acquiring the Convertible Note.

Holder consents to the affixing by the Company of such legends on certificates
representing the securities as any applicable federal or state securities law
may require from time to time. Holder further acknowledges and certifies that in
evaluating the suitability of an investment in the Company, Holder has relied on
Holder's own independent investigations and has not relied upon any
representations or other information (whether oral or written) from the Company,
and its officers, directors, agents, employees or representatives. Holder
acknowledges that in making the decision to invest in the Company, Holder has,
prior to any purchase of the securities, been given the information on the
Company, its business, and its financials, had access and opportunity to examine
<PAGE>
this offer, and had an opportunity to ask questions of, and to receive answers
from, the Company or any person acting on its behalf concerning the terms and
conditions of this offering. Holder has been furnished with access to all
publicly available materials relating to the business, finances, and operations
of the Company and material relating to the offer and sale of the securities
which have been requested. Holder has received complete and satisfactory answers
to any such inquiries. Holder acknowledges that Holder has not received any
formal disclosure document regarding this investment, and Holder is an
accredited investor as defined in Rule 501 of Regulation D of the Securities Act
of 1933, as amended.

8. GOVERNING LAW. This Convertible Note shall be governed by and construed and
interpreted in accordance with the laws of the state of Nevada applicable to
contracts made and to be performed entirely therein, without giving effect to
the rules and conflicts of law.

IN WITNESS WHEREOF, the Company and Holder have executed this Convertible Note
as of September ___, 2002.

THE COMPANY

Millenium Holding Group, Inc.
a Nevada corporation


    ------------------------------
BY: Richard L. Ham
ITS: President


THE HOLDER


BY:
   -------------------------------