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
eight percent (8%) 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 40,000  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 ($0.50)  principal amount of this Note plus the 40,000
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
40,000 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.

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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 40,000 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
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

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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 ____________, 200__.

THE COMPANY

      Millenium Holding Group, Inc.
      a Nevada corporation


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



THE HOLDER



BY:
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