Exhibit 10.12

February 7, 2005

Richard Ham
Millenium Holding Group, Inc.
12 Winding Road
Henderson, NV  89052
Phn:  702-492-7721

Dear Richard:

We are pleased to set forth the terms of the retention of Cochran Edwards and
Partners ("CEandP") by Millenium Holding Group, Inc., a Nevada corporation
("MNHG").

1.   CEandP shall provide management consulting and related services to MNHG,
     including, without limitation, assisting the management of MNHG in its
     relations with the insurance community, government agencies, as well as
     with the owners, management and affiliates of any one or more potential
     acquisition candidates brought to MNHG (each a "Target").

2.   In connection with CEandP's activities on MNHG's behalf, MNHG agrees to
     cooperate with CEandP and will furnish to, or will cause to be furnished to
     CEandP any and all information and data concerning MNHG, any Transaction
     and, to the extent available to MNHG, the Target (the "Information") which
     CEandP deems appropriate and will provide CEandP with access to MNHG's
     officers, directors, members, employees, appraisers, independent
     accountants, legal counsel and other consultants and advisors with prior
     MNHG permission. MNHG represents and warrants that all Information (a) made
     available to CEandP, the Target or any Agency by and with respect to MNHG
     or (b) contained in any filing by MNHG with any court of governmental or
     regulatory agency, commission or instrumentality (each, an "Agency") with
     respect to any Transaction will, at all times during the period of the
     engagement of CEandP hereunder, be complete and correct in all material
     respects and will not contain any untrue statement of a material fact or
     omit to state a material fact necessary in order to make the statements
     therein not misleading in the light of the circumstances under which such
     statements are made. MNHG further represents and warrants that any
     projections or other Information prepared and provided by it to CEandP, the
     Target or any Agency will have been prepared in good faith and will be
     based upon assumptions which, in light of the circumstances under which
     they are made, are reasonable. MNHG acknowledges and agrees that, in
     rendering its services hereunder, CEandP will be using and relying on the
     Information (and information available from public sources and other
     sources deemed reliable by CEandP) without independent verification thereof
     by CEandP or independent appraisal by CEandP of any of MNHG's or the
     Target's assets. CEandP does not assume responsibility for the accuracy or
     completeness of the Information or any other information regarding MNHG,
     the Target or any Transaction. Any advice rendered by CEandP pursuant to
     this Agreement may not be disclosed publicly by MNHG without, and any
     reference to CEandP in any communication with the Target or its security
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     holder, or with any Agency, shall be subject to, CEandP's prior written
     consent except as may be required by law or regulatory authority or whose
     consent cannot be unreasonably withheld.

3.   In consideration of our services pursuant to this Agreement, CEandP shall
     be entitled to receive, and MNHG agrees to pay CEandP, the following
     compensation:

     (a)  Upon execution of this Agreement, MNHG shall issue to David Cochran
          25,000 shares of MNHG (restricted shares) common stock, $.05 par value
          per share (the "MNHG Common Stock"). The Shares to be issued shall be
          subject to the restrictions pursuant to Rule 144 of the Securities Act
          of 1933 and will have "piggy back" rights of registration.

     (b)  If a Transaction is consummated with any Target, then MNHG shall pay
          CEandP, immediately upon such consummation (i) 100,000 shares of MNHG
          Common Stock, less (ii) any shares of MNHG Common Stock previously
          paid on upfront, as provided in Section 3(a) above. The Shares to be
          issued shall be subject to the restrictions pursuant to Rule 144 of
          the Securities Act of 1933 and will have "piggy back" rights of
          registration.

     (c)  CEandP shall be entitled to the fees enumerated in this Section 3 in
          the event that (i) a Transaction shall be consummated with any
          Identified Target during the term of this Agreement or within eighteen
          (18) months after the date of termination of this Agreement, or (ii)
          in the event that MNHG shall execute a definitive agreement with a
          Identified Target or its affiliates to consummate a Transaction prior
          to the expiration of eighteen (18) months after the date of
          termination of this Agreement and such Transaction shall thereafter be
          consummated.

4.   If MNHG requires debt or equity financing to consummate a Transaction, MNHG
     shall have the right, but not the obligation, to engage the services of
     CEandP to act as MNHG's agent in connection with raising such financing
     (the "Financing"), subject to good faith negotiation of customary and
     mutually acceptable fees and other terms and conditions in respect of such
     proposed Financing. MNHG agrees to discuss in good faith with CEandP the
     terms of such engagement for the Financing; provided, that MNHG may elect
     to retain the services of CeandP.

5.   In addition to the fees described in paragraph 3 above, MNHG agrees to
     reimburse CEandP on a monthly basis, promptly upon request and following
     submission of appropriate backup and itemization, for all reasonable
     out-of-pocket expenses incurred by CEandP in connection with the matters
     contemplated by this Agreement; provided, however, that CEandP shall not
     incur out-of-pocket expenses in excess of $250 in the aggregate, without
     the prior approval of MNHG.

6.   MNHG agrees, and shall cause MNHG to agree, to indemnify CEandP in
     accordance with the indemnification provisions (the "Indemnification
     Provisions") attached to this Agreement, which Indemnification Provisions
     are incorporated herein and made part hereof and which shall survive the
     termination expiration or supersession of this Agreement.
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7.   This Agreement shall expire on July 15, 2005, except that either party may
     terminate this Agreement at any time prior or subsequent to July 15, 2005
     period upon thirty (30) days prior written notice to the other. Such
     termination shall not affect: (i) any compensation earned by CEandP up to
     the date of termination or completion, as the case may be, (ii) any
     compensation to be earned by CEandP after termination pursuant to Section 3
     hereof, (iii) the reimbursement of expenses incurred by CEandP up to the
     date of termination or completion, as the case may be, and (iv) the
     attached Indemnification Provisions which are incorporated herein, all of
     which shall remain operative and in full force and effect.

8.   CEandP hereby covenants and agrees to maintain in the strictest confidence
     all financial and related information concerning MNHG and/or MNHG that MNHG
     may disclose to CEandP, and shall not disclose such information to any
     third party, including any potential Identified Target, unless expressly
     authorized to do so by MNHG, either in writing or by email. If requested by
     MNHG, CEandP shall enter into a customary non-disclosure and
     confidentiality agreement.

9.   The validity and interpretation of this Agreement shall be governed by, and
     construed and enforced in accordance with, the laws of the State of Nevada
     applicable to agreements made and to be fully performed therein (excluding
     the conflicts of laws rules).

10.  The benefits of this Agreement shall inure to the parties hereto, their
     respective successors and assigns and to the indemnified parties hereunder
     and their respective successors and assigns and representatives, and the
     obligations and liabilities assumed in this Agreement by the parties hereto
     shall be binding upon their respective successors and assigns.

11.  If it is found in a final judgment by a court of competent jurisdiction
     (not subject to further appeal) that any term or provision hereof is
     invalid or unenforceable, (i) the remaining terms and provisions hereof
     shall be unimpaired and shall remain in full force and effect and (ii) the
     invalid or unenforceable provision or term shall be replaced by a term or
     provision that is valid and enforceable and that comes closest to
     expressing the intention of such invalid or unenforceable term or
     provision.

12.  This Agreement embodies the entire agreement and understanding of the
     parties hereto and supersedes any and all prior agreements, arrangements
     and understanding relating to the matters provided for herein. No
     alteration, waiver, amendment, change or addition hereto shall be binding
     or effective unless the same is set forth in writing signed by each party.

13.  Each of CEandP and MNHG has all requisite corporate power and authority to
     enter into this Agreement and the transactions contemplated hereby
     (including, without limitation, the Transaction). This Agreement has been
     duly and validly authorized by all necessary action on the part of CEandP
     and MNHG and has been duly executed and delivered by each of CEandP and
     MNHG and constitutes a legal, valid and binding agreement of each of CEandP
     and MNHG, enforceable in accordance with its terms.
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14.  This Agreement does not create, and shall not be construed as creating,
     rights enforceable by any person or entity not a party hereto, except those
     who may be entitled thereto by virtue of Section 7 and the Indemnification
     Provisions hereof. MNHG acknowledges and agrees that: (i) CEandP is being
     retained to assist MNHG in its efforts to effect a Transaction and that
     CEandP is not being retained to advise the Target on, or to express any
     opinions as to, the wisdom, desirability or prudence of consummating the
     Transaction and (ii) CEandP is not and shall not be construed as a
     fiduciary of MNHG and shall have no duties or liabilities to the equity
     holders or creators of MNHG or any other person by virtue of this Agreement
     or the retention of CEandP hereunder, all of which are hereby expressly
     waived.

15.  For the convenience of the parties, any number of counterparts of this
     Agreement may be executed by the parties hereto. Each such counterpart
     shall be, and shall be deemed to be, an original instrument, but all such
     counterparts taken together shall constitute one and the same Agreement.

     If the foregoing correctly sets forth our Agreement, please sign the
enclosed copy of this letter in the space provided and return it to us.

                                   Sincerely Yours,

                                   COCHRAN EDWARDS AND PARTNERS


                                   By:_____________________________
                                      David A. Cochran
                                      CEO/President

Confirmed and agreed to
this 7th day of February 2005

MILLENIUM HOLDING GROUP, INC.


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         RICHARD HAM, PRESIDENT
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                           INDEMNIFICATION PROVISIONS

     MNHG (as such term is defined in the Agreement (as such term is defined
below)) agrees to indemnify and hold harmless CEandP (as such term is defined in
the Agreement (as such term is defined below)), to the fullest extent permitted
by law, from and against any and all losses, claims, damages, obligations,
penalties, judgments, awards, liabilities, costs, expenses and disbursements
(and any and all actions, suits, proceedings and investigations in respect
thereof and any and all legal and other costs, expenses or disbursements in
giving testimony or furnishing documents in response to a subpoena or
otherwise), including, without limitation, the costs, expenses and
disbursements, as and when incurred, of investigating, preparing or defending
any such action, suit, proceeding or investigation (whether or not in connection
with litigation in which CEandP is a party), directly or indirectly, caused by,
relating to, based upon, arising out of or in connection with (a) CEandP's
acting for MNHG, including, without limitation, any act or omission by CEandP in
connection with its acceptance of or the performance or non-performance of its
obligations under the agreement dated February 7, 2005 between Millenium Holding
Group, Inc. and Cochran Edwards and Partners, as it may be amended from time to
time (the "Agreement"), (b) any Transaction, Disposition or Distribution (as
such terms are defined in the Agreement, or (c) any untrue statement or alleged
untrue statement of a material fact contained in, or omissions or alleged
omissions from, any filing with any Agency (as such term is defined in the
agreement) or similar statements or omissions in or from any information
furnished by MNHG to CEandP, the Target (or its Board of Directors or
shareholders) in connection with a Transaction Disposition or Distribution;
provided, however, such indemnity agreement shall not apply to any portion of
such loss, claim, damage, obligation, penalty, judgment, award, liability, cost,
expense or disbursement to the extent it is found in a final judgment by a court
of competent jurisdiction (not subject to further appeal) to have resulted
primarily and directly from the gross negligence or willful misconduct of
CEandP.

     The Indemnification Provisions shall be in addition to any liability which
MNHG may otherwise have to CEandP or the persons indemnified below in this
sentence and shall extend to the following: CEandP and its affiliated entities,
directors, officers, members, employees, legal counsel, agents and controlling
persons (within the meaning of the federal securities laws). All references to
CEandP in these Indemnification Provisions shall be understood to include any
and all of the foregoing.

     If any action, suit, proceeding or investigation is commenced, as to which
CEandP proposes to demand indemnification, it shall notify MNHG with reasonable
promptness; provided, however, that any failure by CEandP to notify MNHG shall
not relieve MNHG from its obligations hereunder, except to the extent that MNHG
is prejudiced by such failure or delay. In the event that there shall exist a
conflict in MNHG's counsel representing both CEandP and MNHG, CEandP shall have
the right to retain counsel of its own choice to represent it, and MNHG shall
pay the reasonable fees, expenses and disbursements of such counsel; and such
counsel shall, to the extent consistent with its professional responsibilities,
cooperate with MNHG and any counsel designated by MNHG.
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Notwithstanding the foregoing, MNHG's counsel shall be lead counsel in the
defense of any claim brought against MNHG and CEandP for which indemnification
is sought hereunder. MNHG shall be liable for any settlement of any claim
against CEandP made with MNHG's written consent, which consent shall not be
unreasonably withheld or delayed. MNHG shall not, without the prior written
consent of CEandP, settle or compromise any claim, or permit a default or
consent to the entry of any judgment in respect thereof, unless such settlement,
compromise or consent includes, as an unconditional term thereof, the giving by
the claimant to CEandP of an unconditional and irrevocable release from all
liability in respect of such claim.

     In order to provide for just and equitable contribution, if a claim for
indemnification pursuant to these Indemnification Provisions is made but it is
found in a final judgment by a court of competent jurisdiction (not subject to
further appeal) that such indemnification may not be enforced in such case, even
though the express provisions hereof provide for indemnification in such case,
then MNHG, on the one hand, and CEandP, on the other hand, shall contribute to
the losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses and disbursements to which the indemnified persons
may be subject in accordance with the relative benefits received by MNHG, on the
one hand, and CEandP, on the other hand, and also the relative fault of MNHG, on
the one hand, and CEandP, on the other hand, in connection with the statements,
acts or omissions which resulted in such losses, claims, damages, obligations,
penalties, judgments, awards, liabilities, costs, expenses and disbursements and
the relevant equitable considerations shall also be considered. No person found
liable for a fraudulent misrepresentation shall be entitled to contribution from
any person who is not also found liable for such fraudulent misrepresentation.
Notwithstanding the foregoing, CEandP shall not be obligated to contribute any
amount hereunder that exceeds the amount of fees previously received by CEandP
pursuant to the Agreement.

     Neither termination nor completion of the engagement of CEandP referred to
above shall affect these Indemnification Provisions which shall then remain
operative and in full force and effect.