Exhibit 10.24

US EURO Securities, Inc.                                        Member NASD/SIPC
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March 31, 2006

BY E-MAIL

Millenium Holding Group, Inc.
Richard Ham - CEO
12 Winding Road
Henderson, NV 89052

RE: ENGAGEMENT AGREEMENT

Gentlemen:

This letter is to set forth the understanding (the "Agreement")  between US EURO
SECURITIES,   INC.,  a  California  corporation  (the  "Placement  Agent"),  and
MILLENIUM  HOLDING  GROUP,   INC.,   (OTCBB/MNHG)  a  Nevada   corporation  (the
"Company"),  regarding  a proposed  "best  efforts"  equity/debt  offering  (the
"Offering") of a certain amount of securities ("Securities") to be issued by the
Company;  the  issuance  of  Securities  being  referred to  hereinafter  as the
"Transaction,".

This  letter is  intended  to  confirm  our  mutual  understanding  and create a
contractual and non-exclusive  relationship  between the Placement Agent and the
Company  with  respect to the Offering  and  Transaction.  Based on  discussions
between  the  Placement  Agent  and the  Company,  financial  and due  diligence
materials   which  the  Company  has  submitted  to  the  Placement   Agent  and
representations  that the Company has made to the Placement Agent describing the
Company, its principals, its operations, financial condition and the present and
proposed  business  activities of the Company,  including but not limited to the
use of proceeds,  the Placement  Agent hereby confirms in principle its interest
in serving as Placement  Agent, on a "best efforts" basis,  for the Offering and
Transaction.

1. COMPANY OBLIGATIONS

The Company acknowledges by execution and return of this letter that there is an
affirmative  obligation  on its  part to use its  best  efforts  to  assist  the
Placement Agent's efforts to raise funds in the Offering, on terms acceptable to
the  Company,  and  making  Company  representatives  reasonably  available  for
participation  in investor  presentations  and  meetings,  providing  reasonable
responses to requests for due diligence and other actions as the Placement Agent
may reasonably request.

2. PLACEMENT AGENT'S OBLIGATIONS

The Placement Agent will market only to "accredited  investors," as that term is
defined in Rule 501(a) of the Securities Act of 1933, as amended (the "Act"), if
necessary  will assist the  Company in  preparing  relevant  due  diligence  and
Offering  materials which may include,  a confidential term sheet,  summaries of
the Transaction terms and conditions, the subscription materials, and such other
items deemed  necessary by the Company,  Placement  Agent,  and their respective
counsel.

3. DUE DILIGENCE

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Headquarters:                                                 Corporate Finance:
13661 Perdido Key Drive                                       275 Madison Avenue
PH 1                                                          6th Floor
Perdido Key, FL 32507                                         New York, NY 10016
(917) 834-7250 tel                                            (212) 631-7770 tel
(212) 656-1191 fax                                            (212) 656-1191 fax
                               www.useurosecurities.com
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The Company  understands  that the Placement  Agent and/or the investors will be
conducting a due diligence  investigation  in connection with the Offering.  The
Company will fully  cooperate with the Placement  Agent,  the  investors,  their
respective  legal counsel and others retained for assisting in the due diligence
investigation of the Company.  Where  reasonable,  and with prior consent of the
Company, the Company will permit the Placement Agent or its designee to contact,
and will assist them in contacting,  principal or  representative  customers and
suppliers and others with whom the Company has material relationships as well as
its auditors.

4. PLACEMENT AGENT'S EXPENSES AND COMPENSATION

Expenses.  Upon the execution of this  Agreement  the Company  agrees to pay the
Placement Agent a due-diligence fee of $25,000. At the Company's option this fee
can  either  be paid in cash or  restricted  stock.  The  number of shares to be
issued will be determined by dividing the dollar amount by the closing bid price
on the date of  execution  of this  Agreement.  The shares  are to be  delivered
immediately  in  fully  accountable  and  non-assessable  form  pursuant  to the
Placement  Agent's  delivery  instructions.  The  shares  will  carry  unlimited
"piggyback"  registration rights to any subsequent  registration by the Company.
The fee payable under this section shall not be refundable.

Financing Transactions (Equity Placement/Convertible  Debt/Hybrid Security). The
Placement Agent will receive, at closing:

             (a) A cash fee equal to 10% of the gross  proceeds of the Offering.
             The Company will  instruct the investor to pay this fee directly to
             Placement  Agent at the time of  disbursement  of such funds out of
             escrow.

             (b)  Warrants  to  purchase  a total of 10% of the total  number of
             shares, or underlying shares, to be purchased by the investor.  The
             Placement  Agent may  exercise  these  warrants at a price equal to
             100%  of  the  purchase  price  or  conversion  price  paid  by the
             investor.  The term of these  Warrants will be consistent  with the
             term of the investor's warrants. These warrants are to be delivered
             in fully  accountable  and  non-assessable  form  and will  contain
             standard  anti-dilution  provisions  as well as  cashless  exercise
             provisions.   The  warrants   will  carry   unlimited   "piggyback"
             registration rights to any subsequent registration by the Company.

Financing Transactions (Debt). The Placement Agent will receive, at closing:

             (a) A cash fee  equal to 2% of the gross  Offering  of any and debt
             infusions,  agreements, credit facilities, credit lines, loans, and
             any other  form of debt  financing  accepted  by the  Company.  The
             Company  will  instruct  the  investor to pay this fee  directly to
             Placement  Agent at the time of  disbursement  of such funds out of
             escrow.

5. OFFERING PERIOD AND CLOSING TERMINATION

The term of this  agreement  shall  commence on the date of this  Agreement  and
shall terminate in 1-year (herein the "Termination Date").  Either the Placement
Agent or the Company may elect to terminate  this agreement upon 30- days notice
in  writing.  The  Placement  Agent shall be  entitled  to the  compensation  as
outlined herein for any and all investments made by investors  introduced by the
Placement Agent until the third anniversary of this Agreement.

6. INDEMNIFICATION

The Company agrees to indemnify  Placement  Agent from and against any damage or
loss arising out of any inaccuracy in the representations of the Company.

7. OTHER OBLIGATIONS OF THE COMPANY

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Headquarters:                                                 Corporate Finance:
13661 Perdido Key Drive                                       275 Madison Avenue
PH 1                                                          6th Floor
Perdido Key, FL 32507                                         New York, NY 10016
(917) 834-7250 tel                                            (212) 631-7770 tel
(212) 656-1191 fax                                            (212) 656-1191 fax
                               www.useurosecurities.com
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The Company agrees that upon  reasonable  requests of Placement  Agent,  Company
will advise its legal counsel to prepare and, if necessary,  expeditiously  file
required forms and documents and to co-ordinate the same with Placement  Agent's
counsel.

8. DISPUTE RESOLUTION

The parties agree that this  Agreement may not be amended or modified  except in
writing.  In the event of any  dispute  with  respect to this  Agreement  or the
parties'  respective  obligations  hereunder,  such dispute  shall be settled by
arbitration in the State of New York or such other  jurisdiction  as the parties
may  agree,  in  accordance  with  the  rules  of  the  Commercial   Arbitration
Association.  Any award rendered by the arbitrators shall be final and any court
of competent jurisdiction may enter judgment.

9. CONFIDENTIALITY

The terms of this  Agreement are  confidential  and may only be disclosed to any
unrelated party with prior written permission between the parties, except as may
be required by an interested  investor as a condition of going forward or as may
be required by law.

10. APPROVALS

In  order  for  this  engagement  to be  effective  it must be  approved  by the
Placement Agent's Compliance and Corporate Finance Department.

11. NOTICES

All  notices,  demands,  requests  or  other  communications  that are or may be
required to be given, served or sent by either party to the other party pursuant
to this  Agreement  shall be in writing  and shall be mailed by  registered,  or
overnight delivery, addressed as follows:

If to Placement Agent:              US EURO Securities, Inc.
                                    Corporate Finance Department
                                    275 Madison Ave, 6th Floor
                                    New York, NY 10016

With Copy to:                       US EURO Securities, Inc.
                                    Corporate Finance Department
                                    13661 Perdido Key Dr.
                                    Suite PH-1
                                    Pensacola, FL 32507

If to the Company:                  Millenium Holding Group, Inc.
                                    12 Winding Road
                                    Henderson, NV 89052

12.   PUBLIC  ANNOUNCEMENTS.  The Parties  will  jointly  agree to the form of a
      public  announcement  of this letter and the  proposed  services.  Neither
      party will,  without the other's written  consent and approval,  issue any
      press  release  or other  public  announcement  relating  to the terms and
      conditions  set  forth  in (or the  existence  of) this  agreement  or any
      additional  press  releases  mentioning  US EURO  Securities,  Inc. or any
      member or their  firm,  except  for such  disclosure  to the  public or to
      governmental agencies as its counsel shall deem necessary to

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Headquarters:                                                 Corporate Finance:
13661 Perdido Key Drive                                       275 Madison Avenue
PH 1                                                          6th Floor
Perdido Key, FL 32507                                         New York, NY 10016
(917) 834-7250 tel                                            (212) 631-7770 tel
(212) 656-1191 fax                                            (212) 656-1191 fax
                               www.useurosecurities.com
<PAGE>
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      comply with applicable  laws,  rules or regulations.  The parties agree to
      jointly  develop  and  release  a  public   announcement   concerning  the
      investment  banking  relationship  and a  tombstone  will be  prepared  by
      Placement Agent and released on the successful raise of capital.

13. MISCELLANEOUS.

     a)   Company  represents there is no existing or pending  litigation except
          as disclosed in writing to Placement  Agent and has a continuing  duty
          to notify.
     b)   A  successful  placement  grants  Placement  Agent  the right of first
          refusal for the next capital raise.
     c)   Company will prepare and deliver a current  capitalization  table that
          accounts for all outstanding securities of the Company.

If the foregoing  conforms to your  understanding,  please sign,  date and fax a
copy of this letter to our attention at (212) 656-1191. Upon the approval of our
Compliance  and  Corporate  Finance  Department  this will  constitute a binding
agreement.

Sincerely,

US EURO Securities, Inc.                   US EURO Securities, Inc.
Compliance Department Approval             Corporate Finance Department Approval


Anthony Dudzinski - CEO   Dated            Michael Roy Fugler - Chairman   Dated



Millenium Holding Group, Inc.


Richard Ham - CEO Dated