Exhibit 10.3

                              CONSULTING AGREEMENT

Millenium  Holding  Group,  Inc.  ("Millenium")  hereby enters into a Consulting
Agreement with Intelligent Optical Systems, Inc. ("IOS(R)").  Both parties agree
to be bound by the following terms.

1. Terms of Contracting
     a)   This Consulting  Agreement will be effective  starting from the latest
          date of  signature of either party in this  Agreement,  terminable  by
          either party in writing with thirty days notice.
     b)   IOS(R)  will  provide  consulting  services  to  Millenium  under  the
          guidance of Reuben  Sandler  particularly  but not  exclusively in the
          area of an analysis of the  ultrasonic  probe  patent held by Millenum
          and providing  productization  ideas and concepts for said probe.  All
          instructions  to IOS(R) shall be in writing.  All verbal  instructions
          shall be  documented.  IOS(R)  will  provide a  written  report of its
          conclusions, ideas and concepts to Millenium on or before the 15th day
          of the following month.
     c)   Millenium  will  compensate  IOS(R)at its usual hourly  rates,  not to
          exceed  $10,000  per  month  in  consideration  of the  service  to be
          performed, payable within two weeks following presentation by IOS(R)of
          an invoice  describing  work performed,  date(s),  number of hours and
          total  amount.  In  addition,   Millenium  will  reimburse   IOS(R)any
          pre-approved  and reasonable  expenses,  including  travel,  which are
          authorized in writing in advance. At any time that the monthly billing
          reaches an amount of $9,000, IOS(R)shall advise Millenium and will not
          incur  fees in excess of  $10,000  total for that  month  without  the
          express written  consent of Millenium.  Millenium shall pay an initial
          retainer fee of $10,000 upon execution of this  Agreement  which shall
          be refunded promptly upon termination of this Agreement unless applied
          to any  outstanding  balance  due to  IOS(R).  Millenium  will only be
          invoiced  each month for services  that have been provided by IOS(R)up
          to  $10,000,  unless  authorized  by  Millenium.  If no  services  are
          provided by IOS(R)in a given month no fees will be charged.
     d)   The parties  hereto  shall  supply a Mutual  Non-Disclosure  Agreement
          (Exhibit A) which shall be binding upon each of them.
     e)   Millenium  will secure written  permission  from IOS(R) prior to using
          IOS(R)'s name in any press release or other public communication.
     f)   For purposes of this agreement,  any receipted  communication by email
          or facsimile will be deemed to be a written communication.

2. Non-Disclosure and Secrecy of Company Information

     The parties will hold in strictest confidence, and not disclose, reproduce,
     publish, or use, in any manner either during or subsequent to the effective
     period of this Agreement,  without the express  authorization of an officer
     of the disclosing party any information,  manufacturing technique, process,
     formula,  concept,  development  or  experimental  work,  work in  process,


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     business  performance,  trade secret,  or any other matter  relating to the
     past, current and future products,  sales, or business of that party or its
     affiliates or customers,  except when such use may be required  directly in
     connection with this agreement.

3. Communication of Information and Inventions
     IOS(R) will disclose promptly and fully to Millenium in writing or by other
     suitable  means all concepts,  inventions and  improvements  related to the
     current  or  demonstratively  anticipated  business  of  Millenium  made or
     conceived by IOS(R), either solely or in collaboration with others, during,
     or as a result of, performing the consulting service for Millenium.

4. Pursuance and Assignment of Inventions
     a)   IOS(R) will keep and  maintain  adequate  and  current  records of all
          above  concepts,   inventions,   improvements,   and  results  of  the
          consulting  service in written and  understandable  form. Such records
          are the  property  of,  and at all times  shall  remain  available  to
          Millenium until the reassignment of such ownership by Millenium.  Upon
          the request of  Millenium or  termination  of this  Agreement,  IOS(R)
          shall  deliver  exclusively  to Millenium and not retain any or all of
          the above records.
     b)   All  intellectual  properties,   including  inventions,   improvement,
          concepts,  designs,  computer  software,  or  publications,   made  or
          conceived  by IOS(R),  as a result of, or while  providing  consulting
          services for Millenium either solely or in collaboration  with others,
          and whether or not  patented or  copyrighted,  shall become and remain
          the property of Millenium, its successors or assignees.
     c)   IOS(R), at the request and expense of Millenium, will assist Millenium
          in any  lawful  manner  in  pursuance  of  protections  of  the  above
          intellectual  properties,  including  but not  limited  to patent  and
          copyright  protections.  IOS(R) will execute all assignment documents,
          assist  and  cooperate  with  Millenium  in any legal  proceedings  in
          pursuance  of such  protections.  Should  the  services  of  IOS(R) be
          requested for such a purpose after  termination of this Agreement with
          Millenium,  IOS(R) will be compensated at the same rate  prevailing at
          the time of termination of the Agreement.

5. Disclosure and Conflicts of Interest
     IOS(R) is unaware of any contemplated,  past or existing activity, interest
     or   relationship   that  could   impair  its   objectivity,   judgment  or
     effectiveness  while  contracting  for Millenium,  or that which could pose
     competition, threat or damage to Millenium's business.

6. Termination

     This Agreement may be terminated by either party upon giving 30 day written
     notice to the  other.  However,  all  provisions  related  to  intellectual

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     property  ownership and  confidentiality  shall  continue in full force and
     effect notwithstanding such termination.

7. Disputes
     Any dispute arising out of or in connection  with this contract,  including
     any question  regarding its existence,  validity or  termination,  shall be
     referred  to and  finally  resolved  by the  Superior  Court of Los Angeles
     County.  The governing law of the contract shall be the  substantive law of
     California.  This provision  shall not prohibit either party from obtaining
     injunctive relief pending  arbitration,  and arbitration shall be completed
     before  any  complaint  is filed  with  any  governmental  agency  or labor
     department.  In any  action  brought  to  enforce  any  provision  of  this
     contract,  the losing  party shall pay the  prevailing  party's  reasonable
     attorney fees and costs.

The  undersigned  agrees to serve as a Consultant  to Millenium  under the terms
described above.

Millenium Holding Group, Inc.
12 Winding Road
Henderson NV 89052
FAX 702-492-7728



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By                                                Date

Intelligent Optical Systems, Inc.
2520 W 237th St
Torrance CA 90505
FAX 310-530-3921



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By Manager, Contracts and Administration          Date

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