Exhibit 10.1

                              ENGAGEMENT AGREEMENT

THIS  AGREEMENT  is made this 5th day of May,  2005  between  Millenium  Holding
Group, Inc., 12 Winding Road,  Henderson,  Nevada,  89052,  hereinafter known as
"Client" and Warren R. White 34 Ronald St.,  Deltona,  FL 32738 and Curt Newcom,
4021 Brentwood Dr., Owensboro, KY 42301, hereinafter known as "Advisors".

WHEREAS,  Client  desires to retain  Advisors under the terms and conditions set
forth herein to provide various advisory services to Client and Advisors desires
to provide those services to Client.

NOW THEREFORE,  in  consideration  of the mutual terms and conditions  contained
herein, the parties hereto agree as follows:

1. Advisory Services to be Provided

Client hereby retains  Advisors to consult with and advise Client  regarding its
business, business plan and contemplated business operations and, in particular,
to provide those  services set forth on the attached  EXHIBIT A. Advisors  shall
advise  the  Client  using its best  efforts  and  shall  assist  the  Client in
preparing any materials  that may be required in  conjunction  with any services
provided.

Advisors have the right to refuse to perform any other services for Client other
than those specifically set forth herein.

Advisors may, at the Advisors' own expense,  employ such  assistants as Advisors
deem necessary to perform the services  required of Advisors by this  Agreement.
Advisors assume full and sole responsibility for the payment of all compensation
and expenses of these assistants and for all state and federal withholding taxes
which may be applicable.

Advisors  shall perform the services  required by this Agreement at any place or
location,  and at such times, as Advisors shall determine.  Advisors will supply
all  equipment  and  supplies  required  to  perform  the  services  under  this
Agreement.  Advisors are not obliged to purchase or rent any equipment, supplies
or services from the Client.

2. Independent Contractor Status of Advisors

It is the express intention of the parties that in providing its services to the
Client  hereunder,  Advisors are acting as  independent  contractors  and not as
employees,  agents,  joint  venture  partners  of the  Client.  Nothing  in this
Agreement  shall be  interpreted  or construed as creating or  establishing  the
relationship  of  employer  and  employee  between  Client and  Advisors  or any
employee or agent of Advisors.  This Agreement is not exclusive.  Advisors shall
retain the right to perform  services for other clients  during the term of this
Agreement.  Advisors have no authority to bind or speak for the Client except as
may be specifically requested and authorized in writing by the Client.

Because Advisors are not employees of Client,  Advisors shall be responsible for
and shall fully  discharge  all  federal,  state and local taxes that may be due
with respect to any payments made by Client to Advisors  hereunder.  Client will
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not  withhold  any taxes or  unemployment  or  worker's  compensation  insurance
contributions from Advisors' payments. All American clients shall be responsible
for preparing and filing Form 1099 and other documents required by US Federal or
State tax agencies as a consequence of payments made to Advisors.

3. Compensation to be paid to Advisors

In  consideration  of the services  performed by Advisors as shown in EXHIBIT A,
the Client agrees to pay Advisors the fees and payments specified in EXHIBIT B.

4. Indemnification By Advisors

Advisors  shall  indemnify  and hold the  Client  harmless  against  any and all
liability  imposed  or  claimed,  including  attorney's  fees  and  other  legal
expenses, arising directly or indirectly from any act or failure of Advisors and
Advisors' assistants, employees or person or damage to any property.

5. Cooperation to be Provided by Client

The Client  agrees to comply  with all  reasonable  requests  of  Advisors  (and
provide  access  to all  related  and  respected  documents)  necessary  for the
performance of Advisors'  duties under this Agreement.  Accordingly,  the Client
agrees, at its expense, to furnish any authentication,  information,  documents,
certificates,  evidence,  title insurance,  plans and specifications,  financial
statements,   projections,   appraisals,   mortgage  insurance,   or  any  other
information  that  Advisors,  or any  financing  source  located by Advisors may
require in connection with this Agreement or the services  contemplated  hereby.
The Client  understands that without full cooperation of the Client,  its agents
and or assigns,  Client will prevent Advisors from performing in full accordance
with this Agreement.

6. Advisors' Reliance Upon Information Provided by Client

The Client affirms that all  assertions,  statements and  representations  to be
made or  furnished  to  Advisors  hereunder  will be true and will be made  with
intent and purpose of influencing  Advisors to act in accordance  with the terms
of this Agreement and to induce financing sources located by Advisors to provide
financing to the Client.  It is further  understood  that  Advisors are under no
obligation  to verify any matter  submitted  to Advisors by the Client,  and the
truth or  veracity  of any such matter  submitted  by  Advisors  to  prospective
financing  sources shall be the sole  responsibility  of the Client.  The Client
also agrees to hold  Advisors,  its  officers,  directors,  employees and agents
harmless  from and against any,  every and all claims which may  hereinafter  be
made or asserted against Advisors, its officers, directors,  employees or agents
arising out of or resulting from any misrepresentations or omissions of facts by
the Client,  its agents or assigns to Advisors  or  whomsoever.  The Client also
agrees to promptly  reimburse  Advisors for all expenses incurred by Advisors as
the result or any false,  incomplete or misleading  information  provided by the
Client or its agent to Advisors hereunder.

7. Conflicts and Confidentiality

It is understood that this Agreement is not exclusive and that Advisors  provide
similar services to other clients.  It is agreed,  however,  that Advisors shall
not provide  similar  services to any other client that can reasonably be viewed
as conflicting  in a direct and material way with  Advisors'  obligations to the
Client.
<PAGE>
Advisors agree that it shall treat any and all information  received from Client
as confidential and shall not release such information nor communicate it to any
third party without the prior permission of Client.  Client also agrees to treat
the  relationship  with Advisors and this Agreement as  confidential  and not to
disclose it to any third party without the prior  permission of Advisors  unless
such  disclosure  is  required  to be  made  pursuant  to the  regulations  of a
government agency or a Court of Law.

8. Confidential Information of Advisors

The Client hereby agrees and acknowledges  that Advisors'  sources and contracts
are the foundation of Advisors' financial services.  The Client fully agrees not
to discuss or disclose the  identity of any of  Advisors'  sources to any person
and agrees not to  communicate  with those  sources  for any reason  whatsoever,
without  Advisors'  prior  agreement.  Furthermore,  the Client  agrees that its
employees,  agents  or  Advisors  will  not  deal  with any  sources  or  agents
introduced to Client by Advisors without using Advisors as their intermediary.

In  addition,  the Client  agrees to contact or transact  business  with sources
referred  to Client by  Advisors  only with the prior  knowledge  and consent of
Advisors.  This  provision  shall  apply for each and  every  such  contract  or
transaction  within a period  of three (3) years  from the date  hereof,  unless
released by Advisors. The Client shall make this Agreement a part of any request
submitted  as a result of  Advisors'  advice and  referral.  Any such  resultant
services  shall  not be  consummated  unless  and  until  the  fee to be paid to
Advisors are allocated for payment to Advisors.

9. Equitable Relief

Because  Advisors do not have an adequate  remedy at law to protect its interest
in its confidential  information as described in Sections 8 and 9, including but
not limited to, lists of sources of funds or clients, trade secrets, privileged,
proprietary or confidential  information and similar commercial assets, Advisors
shall be entitled to injunctive  relief,  in addition to such other remedies and
relief that would, in the event of a breach of this  Agreement,  be available to
Advisors.  In the event of such a breach,  in  addition  to any other  remedies,
Advisors shall be entitled to receive from Client  payment of, or  reimbursement
for, its reasonable attorneys' fees and disbursements  incurred in enforcing and
such provision.

10. Term

This  Agreement will continue in effect until 5 November,  2005,  unless earlier
terminated in accordance  with the  provisions of Section 12 of this  Agreement.
Sections 3, 4, 8 and 9 shall survive the  termination  of this  Agreement.  This
Agreement is renewable upon the agreement of both parties.

11. Termination

This Agreement  shall  terminate  automatically  on the occurrence of any of the
following events;

bankruptcy or insolvency of either party;  sale of the business of either party;
or death of either party.
<PAGE>
Should  either party breach any of the material  provisions  of this  Agreement,
which  breach  shall not be cured  within ten days after  notice of that  breach
given by the other party, the  non-breaching  party may terminate this Agreement
by giving written notification of termination to the breaching party.

Should Client fail to pay Advisors all or any part of the compensation set forth
in  Section 3 of this  Agreement  on the date due,  Advisors,  at the  Advisors'
option,  may terminate  this  Agreement if the failure is not remedied by Client
within 10 days from the payment due date.

12. Standard Terms, Conditions and Exhibits

The  Parties  agree  that  EXHIBIT  C  attached  hereto  on  Standard  Terms and
Conditions  are deemed part of this  Agreement  for all purposes as though fully
set forth  herein.  Further,  the Parties agree and  acknowledge  that any other
Exhibits  or  Schedules  that are made a part of this  Agreement  or provided in
connections  with this  Agreement are deemed to be a part of this  Agreement for
all purposes.

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first set forth above.


Company: Millenium Holding Group, Inc.



By: Richard L. Ham
    President

Its Address:

    12 Winding Road
    Henderson, Nevada 89052
    Ph: 702.492.7721
    Fax: 702.492.7728


Warren R. White

His Address:

  3346 Ronald St.
  Deltona, FL 32738
  386-216-5248

Curt Newcom

His Address:

  4031 Brentwood Dr.
  Owensboro, KY 42301
<PAGE>
EXHIBIT A

Initial Specific Services to be Provided by Advisors (indicated by "X"):

[X] 1. Financing Advisory Services

Advisors will provide  financial  advisory  services to structure  financing for
Millenium Holding Group, Inc. These services will include: document preparation,
including  revision of any  existing/in  use  private  placement  documents  (if
necessary);  providing  support in due  diligence  preparation  and  disclosure;
targeting,  conferencing with and introduction of underwriter(s) and negotiation
of terms of  engagement  for  financing;  and other  related  services  Advisors
determines are necessary to effect a successful transaction.

[X] 2. Mergers and Acquisitions Advisory Services

Advisors  will  conduct  comprehensive  search  for  join  venture,  merger,  or
acquisition targets or prospective buyers for liquidation of specific businesses
of Millenium Holding Group, Inc. These services will include:  identification of
acquisition  criteria and a preliminary  review target  companies or prospective
buyers;  advising  client with regard to most suitable  targets  and/or  buyers;
pursuit of selected candidates to determine  probability and type of transaction
that may be concluded;  conduct  negotiations  to conclusion;  and other related
services Advisors determines are necessary to effect a successful transaction.

EXHIBIT B

Engagement Fees:

All engagement fees will be paid to Warren R. White and Curt Newcom.for services
to be rendered, as specified in EXHIBIT A.

Financing and Mergers and Acquisitions

For financing  and merger and  acquisition  services,  Client shall issue 15,000
SHARES OF MILLENIUM HOLDING GROUP, Inc. 144 (Restricted) stock per month for the
term of this  6-month  agreement.  In the  event  that  either  party  elects to
terminate the agreement,  no additional stock shall be considered  payable after
that date. Shares due will be prorated to that date, however, and therefore this
agreement may require a final monthly  payment,  which would be less than 15,000
shares.

Advisors  require that Client issue the restricted  stock on a monthly basis for
these services,  with allowances that the Client may require up to 20 days after
each monthly due date to deliver the stock.  The first due date will be the same
date this Agreement is signed.

The total cost of services checked off in EXHIBIT A are payable as follows:

Success Fees:

1. In lieu of ENGAGEMENT FEES normally  charged for services  involving  raising
capital,  acquiring companies or assets, merging with other businesses,  selling
<PAGE>
businesses  or similar  transactions,  the client shall reward  Warren White and
Curt Newcom the following:

a. 3% finder's fee on any capital raised;  and a possible  continuation  through
renewal of this consulting agreement. The total value of cash and stock paid for
identifying a source which provides funds for Millenium Holdings, Inc., will not
to exceed  $60,000.  The calculation to determine the value of the stock will be
made by adding the total number of shares paid through any date, and multiplying
by the closing price for the previous 10 trading days.

b. 3% cash or 144  restricted  stock  (or prior  agreement  on  another  form of
payment) on any acquisitions  negotiated and closed with any company, or entity,
or assets identified and introduced to Millenium Holdings,  Inc. by Warren White
or  Curt  Newcom.  The 3% fee  will  be  based  on the  perceived  value  of the
transaction as agreed by the undersigned  parties prior to closing. In addition,
this  Agreement will be renewed until a total value of at least $60,000 is paid,
as calculated in paragraph 1a.

Advisors are not restricted to success fees in only one of 1a and 1b above. They
are eligible for separate success fees in each area of activity defined.

EXHIBIT C

Standard Terms and Conditions

Time. Time is of the essence in this Agreement and the transactions contemplated
by it.

Good faith and fair dealing. The parties agree this Agreement imposes an implied
duty of good faith and fair  dealing on all the  respective  obligations  of the
Parties.

Headings.  The headings of Articles and  paragraphs  contained in this Agreement
are for  convenience of reference only and shall not be considered in construing
this Agreement.

Modification and Waiver. This Agreement constitutes the entire Agreement between
the Parties  pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations, and understandings of the
Parties.  No supplement,  modification,  or amendment of this Agreement shall be
binding  unless  executed in writing by all of the Parties.  No waiver of any of
the provisions of this Agreement shall be deemed or shall  constitute,  a waiver
of any other provision,  whether or not similar, nor shall any waiver constitute
a continuing  waiver.  No waiver shall be binding unless  executed in writing by
the party making the waiver.

Counterparts   &  Facsimile.   This   Agreement  and  Exhibit  may  be  executed
simultaneously in one or more counter-parts or by facsimile, each of which shall
be deemed an original,  but all of which together  shall  constitute one and the
same instrument.

Rights of Parties.  Nothing in this Agreement,  whether  express or implied,  is
intended to confer any rights or remedies  under or by reason of this  Agreement
on any persons other than the Parties to it and their  respective  heirs,  legal
representatives,  successors  and  assigns,  nor is anything  in this  Agreement
intended  to relieve or  discharge  the  obligation  or  liability  of any third
persons not a party to this  Agreement,  nor shall any  provision  give any such
third persons any right of  subrogation or action over against any party to this
Agreement.
<PAGE>
Assignment.   The  Parties  shall  not  assign  or  transfer  their   respective
obligations under this Agreement.  This Agreement shall be binding on, and shall
inure to the  benefit of, the Parties to it and their  respective  heirs,  legal
representatives,  successors and permitted assigns,  and any of their respective
companies,  subsidiaries,  entities,  agents, associates,  partners,  directors,
officers, employees, and representatives.

Severability.  To the extent any provision of this Agreement shall be determined
by a court of  competent  jurisdiction  to be  invalid  or  unenforceable,  such
provision  shall  be  deleted  from  this   Agreement,   and  the  validity  and
enforceability of the remainder of such provision and of this Agreement shall be
unaffected.

Attorneys'  Fees.  If legal action or any  arbitration  or other  proceeding  is
brought  for the  enforcement  of this  Agreement,  or  because  of any  alleged
dispute,  breach,  default, or misrepresentation,  in connection with any of the
provisions of this  Agreement,  the  successful  or prevailing  party or parties
shall  be  entitled  to  recover  reasonable  attorney's  fees and  other  costs
incurred,  including  expert  witness  fees,  in that action or  proceeding,  in
addition to any other relief to which it or they may be entitled.

Governing  Law. This  Agreement  will be governed by and construed in accordance
with the  laws of the  State of  Nevada  without  regard  to its  principles  of
conflicts of laws.

Force  Majeure.  No party to this  Agreement  shall be  responsible to the other
party for  nonperformance  or delay in performance of the terms or conditions of
this Agreement due to acts of

God, acts of governments,  war, riots, strikes, accidents in transportation,  or
other causes beyond the reasonable control of such party.

Authority.  Both Parties  acknowledge  that by execution of this  Agreement they
have the right, power, legal capacity,  and authority to enter into, and perform
their respective obligations under this Agreement,  and no approvals or consents
of any persons  other than the Parties are  necessary  in  connection  with this
Agreement.  The execution and delivery of this  Agreement has been  individually
consented to in writing by all the disclosed individuals of each Party.

No Conflict with Prior Agreements.  Both Parties acknowledge,  warrant and agree
that the  execution of this  Agreement,  the  consummation  of the  transactions
contemplated herein, and compliance with the terms of this Agreement, do not and
will not, conflict with, or constitute a default under any indenture,  mortgage,
deed of trust or other  agreement  (oral or written) or  instrument to which the
Parties are now a party, or the articles, (and any amendments thereto) or bylaws
of Parties, or any law, order, rule or regulations, injunction, or decree or any
government agency or court,  domestic or foreign,  having  jurisdiction over the
Parties or their respective businesses or properties.

Entire Agreement. This Agreement supersedes any and all agreements,  either oral
or written, between the parties hereto with respect to the rendering of services
by Advisors to the Client and contains all the covenants and agreements  between
the  parties  with  respect  to the  rendering  of such  services  in any manner
whatsoever.  Each party to the Agreement  acknowledges that no  representations,
inducements, promises, or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any parties, which are not embodied herein,
and that no  other  agreement,  statement,  or  promise  not  contained  in this
Agreement shall be valid or binding.  Any modification of this Agreement will be
effective only if it is in writing and signed by both parties.
<PAGE>
Notices.  Any notices to be given  hereunder by either party to the other may be
effected  either by  personal  delivery  in  writing or by mail,  registered  or
certified,  postage prepaid with return receipt requested.  Mailed notices shall
be addressed to the parties at the addresses set forth below, but each party may
change the address by written  notice in accordance  with this  Section.  Notice
delivered  personally will be deemed  communicated as of actual receipt;  mailed
notices will be deemed communicated as of three days after mailing.

    If to:    Warren R. White
              3346 Ronald St.
              Deltona, FL 32738

              386 216-5248

    If to:    Curt Newcom
              4021 Brentwood Dr.
              Owensboro, KY  42301
              Fax:  270 689-0145

    If to:    Millenium Holding Group, Inc.
              Attn: Richard L. Ham, President/Treasurer
              12 Winding Road
              Henderson, Nevada 89052
              Fax: 702 492-7728