Exhibit 4.1

                              CONSULTING AGREEMENT

     This Consulting  Agreement (this  "Agreement") is made as of November 18th,
2003 ("Effective  Date") by and between MILLENIUM HOLDING GROUP,  INC., a Nevada
Corporation  (the  "Company"),  and Camden  Holdings Inc., a Nevada  Corporation
("Consultant").

                                    RECITALS

     WHEREAS,  the  Company  and  Consultant  desire  to work  together  for the
purposes  of  consultant  providing  advice,  consultant  services  and  Company
retaining  consultant for advice in the  acquisitions  of certain  companies and
business opportunities.

     WHEREAS, the Company wishes to retain Consultant,  and Consultant wishes to
be  retained  by the  Company to assist the  Company in meeting  the  objectives
identified herein.

     WHEREAS,  it is agreed  that  consultant  will be able to  assign  all or a
portion  of the  services  within  this  agreement  to third  parties  which are
officers,  agents, or consultants of the consultant.  In which case, the payment
for services may be directly to those third parties.

     NOW,  THEREFORE,  in  consideration  of the foregoing and of the covenants,
agreements, representations and warranties hereinafter contained, and other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the Company and Consultant agree as follows:

     1.   RETENTION.   The  Company  hereby  agrees  to  retain  Consultant  and
          Consultant  agrees to be  available  to serve the  Company  during the
          Consulting  Period  (as  hereinafter  defined),  as a  consultant  and
          advisor,  which shall include such reasonable  consulting and advisory
          services for the Company as may be requested by the Company or someone
          acting pursuant to its authorization.

     2.   DUTIES OF CONSULTANT.  The Consultant agrees to perform the consulting
          services  (the  "Services")  set forth for the  purposes  of  mergers,
          acquisitions,  and locating  companies,  which can be purchased by the
          company.  Consultant  shall perform the services and shall devote such
          time and attention to  consulting  and advising as shall be reasonably
          requested by the Company. Consultant may, at Consultant's own expense,
          use employees or other  subcontractors  to assist  Consultant with the
          performance of the services.  It is agreed that consultant shall bring
          to the Company acquisitions which having the following parameters.  No
          negative cash flow,  valuation of at least two million dollars, and no
          outstanding debt, and no material litigation.

     3.   TERM. The consulting period shall commence as of the effective date of
          this  Agreement,  and  shall  continue  for a period  of one year (the
          "Consulting Period").

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     4.   STATUS  OF  CONSULTANT.   Consultant   understands   and  agrees  that
          Consultant  is not an employee of the Company and that  Consultant  is
          not entitled to receive employee benefits from the Company, including,
          but not limited to, sick leave, vacation,  retirement,  death benefits
          or automobile expense.  Consultant shall be responsible for providing,
          at Consultant's expense and in Consultant's name, disability, worker's
          compensation  or other insurance as well as licenses and permits usual
          or  necessary  for  conducting  the services  hereunder.  Furthermore,
          Consultant shall pay, when and as due, any and all taxes incurred as a
          result of Consultant's  compensation  hereunder,  including  estimated
          taxes,  and shall provide  Company with proof of said  payments,  upon
          demand.  Consultant  hereby  agrees to  indemnify  the Company for any
          claims, losses, costs, fees, liabilities, damages or injuries suffered
          by the Company arising out of Consultant's breach of this Section 4.

     5.   COMPENSATION. The Company shall compensate Consultant with the payment
          of Five Hundred Thousand Dollars  ($500,000) as a fee (the "Consulting
          Fee").  This fee is due upon execution of this  agreement,  subject to
          the filing of the S-8 Plan.  This fee is subject to the  parameters of
          section  2. This fee is full  payment  for all  services  rendered  by
          Consultant.  There  shall be no  additional  fees  due to  consultant.
          Pursuant  to  section 2 of this  agreement.  Payment  of  amounts  due
          pursuant  to  this  Fee in cash  compensation,  in US  dollars  ("Cash
          compensation"),  provided,  however,  that the Company  shall have the
          right,  in it's sole  discretion,  to pay said  Consulting Fee in Cash
          Compensation  or to issue to Consultant  shares of common stock of the
          Company of an  equivalent  value in lieu of Cash  Compensation,  which
          shares are  registered  on Form S-8  pursuant  to the  Company's  2003
          Consultant  Equity Plan.  In the event  payment is made pursuant to an
          S-8 plan,  the plan must be filed,  and approved with the shares to be
          delivered  to  Consultant  within  5  days  after  execution  of  this
          agreement. The fee shall be determined based upon the bid price of the
          stock as of the Effective Date of this Agreement.

     6.   TERMINATION ON NOTICE. The Company may terminate this Agreement at any
          time by  giving  fifteen  (15)  days  written  notice  to  Consultant.
          Consultant  shall have the  obligation  to provide  services up to and
          until the  effective  date of such  termination,  should  the  Company
          request such services in writing. In the event of this termination all
          fees, which are paid to consultant will be considered earned and fully
          paid.   Consultant   shall  be  under  no  obligation  to  return  any
          compensation received.

     7.   AUTOMATIC TERMINATION.  This Agreement terminates automatically on the
          occurrence of the death or disability  of  Consultant,  or upon mutual
          termination by both parties.

     8.   RETURN OF COMPANY PROPERTY. Upon the termination or expiration of this
          Agreement,  consultant shall  immediately  transfer to the Company all
          files  (including,  but not limited to,  electronic  files),  records,
          documents,  drawings,  specifications,  equipment and similar items in
          Consultant's possession relating to the business of the Company or its
          Confidential  Information  (as  defined  herein)  (including  the work
          product of Consultant created pursuant to this Agreement).

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     9.   PROPERTY   BELONGING   TO   COMPANY.   Consultant   agrees   that  all
          developments,  ideas, devices, improvements,  discoveries,  apparatus,
          practices, processes, methods, concepts and products (collectively the
          "Inventions")   developed  by  Consultant  during  the  term  of  this
          Agreement are the  exclusive  property of the Company and shall belong
          to the  Company.  Consultant  agrees to assign the  Inventions  to the
          Company, provided, however,  notwithstanding the foregoing, Consultant
          shall not be  required  to assign  its rights in any  invention  which
          Consultant  developed  entirely on Consultant's own time without using
          the  Company's  equipment,   supplies,   facilities  or  trade  secret
          information  except for those inventions that either (i) relate at the
          time of  conception  or reduction to practice of the  invention to the
          Company's business, or actual or demonstrably  anticipated research of
          development  of the Company or (ii) result from any work  performed by
          Consultant for the Company.

     10.  ACCESS TO CONFIDENTIAL INFORMATION.  Consultant agrees that during the
          term of the business  relationship between Consultant and the Company,
          Consultant will have access to and become acquainted with confidential
          proprietary information ("Confidential  Information"),  which is owned
          by the Company and is regularly used in the operation of the Company`s
          business.  Consultant agrees that the term "Confidential  Information"
          as used in this  Agreement is to be broadly  interpreted  and includes
          (i)  information  that has,  or could have,  commercial  value for the
          business in which the Company is engaged,  or in which the Company may
          engage  at a later  time,  and (ii)  information  that,  if  disclosed
          without authorization,  could be detrimental to the economic interests
          of  the  Company.   Consultant  agrees  that  the  term  "Confidential
          Information"   includes,   without  limitation,   any  patent,  patent
          application,  copyright,  trademark, trade name, service mark, service
          name,  "know-how,"  negative "know-how",  trade secrets,  customer and
          supplier identities,  characteristics and terms of agreement,  details
          of customer or consultant  contracts,  pricing  policies,  operational
          methods, marketing plans or strategies, product development techniques
          or  plans,   business   acquisition   plans,   science  or   technical
          information, ideas, discoveries, designs, computer programs (including
          source codes), financial forecasts, unpublished financial information,
          budgets,  processes,   procedures,  formulae,  improvements  or  other
          proprietary or  intellectual  property of the Company,  whether or not
          written or tangible form, and whether or not registered, and including
          all memoranda,  notes, summaries,  plans, reports, records,  documents
          and  other  evidence   thereof.   Consultant   acknowledges  that  all
          Confidential Information,  whether prepared by Consultant or otherwise
          acquired by consultant in any way, shall remain the exclusive property
          of the Company.

     11.  NO UNFAIR USE BY  CONSULTANT.  Consultant  promises  and  agrees  that
          Consultant   (which   shall   include   Consultant's   employees   and
          contractors) shall not misuse, misappropriate,  or disclose in any way
          to any person or entity any of the Company's Confidential Information,
          either   directly  or   indirectly,   nor  will   Consultant  use  the
          Confidential  Information in any way or at any time except as required
          in the course of Consultant's  business relationship with the Company.
          Consultant  agrees that the sale or unauthorized  use of the Company's
          Confidential  Information  constitutes unfair competition.  Consultant
          promises and agrees not to engage in any unfair  competition  with the
          Company and will take  measures  that are  appropriate  to prevent its
          employees or contractors from engaging in unfair  competition with the
          Company.

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     12.  FURTHER ACTS.  Consultant  agrees that, at any time during the term of
          this  Agreement  or any  extension  thereof,  upon the  request of the
          Company  and  without  further  compensation,  but  at no  expense  to
          Consultant,  Consultant  shall perform any lawful acts,  including the
          execution of papers and oaths and the giving of testimony, that in the
          opinion of the Company, its successors or assigns, may be necessary or
          desirable in order to obtain, sustain, reissue and renew, and in order
          to enforce  perfect,  record and  maintain,  patent  applications  and
          United  States and foreign  patents on the Company's  inventions,  and
          copyright registrations on the Company's inventions.

     13.  OBLIGATIONS  SURVIVE  AGREEMENT.  Consultant's  obligations under this
          agreement   shall  survive  the  expiration  or  termination  of  this
          Agreement for a period of five (5) years.

     14.  REPRESENTATIONS BY CONSULTANT.  Consultant  represents that Consultant
          has the  qualifications  and  ability to  perform  the  services  in a
          professional manner, without the advice, control or supervision of the
          Company.  Consultant  shall  indemnify,  defend and hold  harmless the
          Company,  and the Company's officers,  directors and shareholders from
          and against  any and all claims,  demands,  losses,  costs,  expenses,
          obligations,   liabilities,   damages,  recoveries  and  deficiencies,
          including,  without  limitation,  interest,  penalties and  reasonable
          attorney fees and costs, that the Company may incur or suffer and that
          arise,  result  from  or are  related  to any  breach  or  failure  of
          Consultant  to  perform  any of the  representations,  warranties  and
          agreements contained in this Agreement.  Consultant is providing these
          services only for advisory work involving mergers and acquisitions and
          potential business combinations.

     15.  ASSIGNMENT OF RIGHTS OR DELEGATION OF DUTIES BY CONSULTANT;  COMPANY'S
          RIGHT TO ASSIGN. Consultant's rights and benefits under this Agreement
          are  personal to  Consultant  and  therefore  no such right or benefit
          shall be subject to voluntary or involuntary alienation, assignment or
          transfer.  However,  the  consultant  will be  allowed as part of this
          agreement  to assign  any and all of the  payment of the  services  to
          third parties, agents,  officers,  employees, and other consultants in
          its efforts to provide services as pursuant to this agreement.

     16.  ENTIRE  AGREEMENT.   This  Agreement  supersedes  any  and  all  other
          agreements,  either  oral or in  writing,  between  the  parties  with
          respect to the subject matter hereof and contains all of the covenants
          and agreements  between the parties with respect to the services to be
          rendered by Consultant to the Company in any manner  whatsoever.  Each
          party  to  this  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 party,  which are
          not embodied herein, and that no other agreement, statement or promise
          not  contained in this  Agreement  shall be valid or binding on either
          party.

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     17.  WAIVER.  No waiver of any term or provisions of this Agreement will be
          valid  unless  such waiver is in writing  signed by the party  against
          whom  enforcement of the waiver is sought.  No waiver or breach of any
          agreement or provision of this  Agreement  shall be deemed a waiver of
          any   preceding  or   succeeding   breach   thereof  or  a  waiver  or
          relinquishment  of any other  agreement or provision or right or power
          contained in this Agreement.

     18.  NO  THIRD  PARTY  BENEFICIARY.  Nothing  in  this  Agreement,  whether
          expressed   or  implied,   is  intended  to  create  any  third  party
          beneficiary  obligations and the parties hereto  specifically  declare
          that no person or entity,  other than as set forth in this  Agreement,
          shall have any rights hereunder or any right of enforcement hereunder.

     19.  SEVERABILITY.  If any term or provision of this  Agreement is found to
          be  invalid,  illegal or  unenforceable  under  present or future laws
          effective  during the term of this Agreement,  then and, in that event
          (i) the  performance  of the offending  term or provision (but only to
          the extent its application is invalid, illegal or unenforceable) shall
          be excused as if it had never been  incorporated in to this Agreement,
          and,  in lieu of such  excused  provision  as may be  possible  and be
          legal,  valid and  enforceable,  and (ii) the  remaining  part of this
          Agreement  shall not be affected  thereby  and shall  continue in full
          force and effect to the fullest extent provided by law.

     20.  PREPARATION OF AGREEMENT.  It is  acknowledged by each party that such
          party  either had separate  and  independent  advice of counsel or the
          opportunity  to avail  itself or  himself  of same.  In light of these
          facts it is acknowledged that no party shall be construed to be solely
          responsible for the drafting hereof, and therefore any ambiguity shall
          not be  construed  against any party as the alleged  draftsman of this
          Agreement.

     21.  NOTICES.  All notices,  requests,  demands,  and other  communications
          under this  Agreement  shall be in writing and shall be deemed to have
          been duly given (i) on the date of service if served personally on the
          party   to   whom   notice   is  to  be   given,   (ii)   by   private
          airborne/overnight  delivery service or on the fifth day after mailing
          if mailed to the party to whom  notice is to be given,  by first class
          mail, registered or certified, postage prepaid, and properly addressed
          as follows:

              To Consultant:       Camden Holdings, Inc.
                                   9595 Wilshire Blvd., Ste. 510
                                   Beverly Hills, CA 90210
                                   310 275-9095

              To Company:          Millenium Holding Group, Inc.
                                   12 Winding Road
                                   Henderson, NV 89052
                                   702 492-7721

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     22.  ATTORNEYS' FEES AND COSTS.  In the event that any legal  proceeding is
          brought to enforce or interpret any of the rights or obligations under
          this  Agreement,  the  prevailing  party  shall be entitled to recover
          reasonable attorneys' fees, costs and disbursements in addition to any
          other relief to which the prevailing party may be entitled.

     23.  GOVERNING  LAW;  VENUE.  This  Agreement  shall  be  governed  by  and
          construed  in  accordance  with the laws of the  State of  California.
          Venue  for a  legal  or  equitable  action  between  the  Company  and
          Consultant,  which relates to this Agreement shall be in the county of
          Los Angeles.

     24.  REMEDIES.  It is understood and agreed that this Agreement is intended
          to confer a benefit,  directly or indirectly,  on the Company and that
          any breach will result in termination of this agreement.

     25.  COUNTERPARTS.   This   Agreement  may  be  executed  in  two  or  more
          counterparts,  each of which  shall be deemed an  original  but all of
          which shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first indicated above.

                                      COMPANY
                                      Millenium Holding Group, Inc.


                                      By: /s/ Richard Ham
                                         -----------------------------
                                          Name:  Richard Ham
                                          Title: President


                                      CONSULTANT
                                      Camden Holdings, Inc


                                      By: /s/ Mark Anderson
                                         -----------------------------
                                          Name:  Mark Anderson
                                          Title: President

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