ex1041


    PROMISSORY
      NOTE

    


    


    $40,184.40

    Dated:
      March 31, 2007

    


    1. Principal.
      For
      value
      received,
      Millenium Holding Group, Inc., a Nevada corporation (“Maker”),
      promises to pay to the order of Richard L. and Carla Ham (“Holder”),
      of
      Henderson, Nevada at such place as Holder may from time to time designate in
      writing, the principal sum of $40,184.40 (the “Obligation”),
      which
      represents the principal amount to be advanced by Holder to Maker.

    


    2. Interest.
      Shall
      be ten percent (10%) per annum from receipt of the obligation from the Holder.
      Interest will be charged on unpaid principal until the full amount of principal
      has been paid both before and after the occurrence of a default.

    


    3. “Maturity
      Date”
shall
      mean 120 days from the date hereof. 

     

    4. Prepayment.
      Maker
      shall be entitled to prepay this Note prior to the Maturity Date without premium
      or penalty. Any payments shall be applied first to unpaid accrued interest
      and
      the balance, if any, to outstanding principal. The Holder may make demand at
      any
      time by giving Maker ten (10) days written notice stating the time and place
      for
      Maker to make payment in full.

    


    5. Events
      of Default.
      The
      occurrence of any of the following events shall constitute an Event of Default
      hereunder 

     

    (a) Failure
      of Maker to pay the principal and interest upon the Maturity Date;

    


    (b) Failure
      of Maker to pay any amount or perform any other obligation under the
      Agreement;

    


    (c) Maker
      shall admit in writing its inability to, or be generally unable to, pay its
      undisputed debts as such undisputed debts become due;

    


    (d) Maker
      shall: (i) apply for or consent to the appointment of, or the taking of
      possession by, a receiver, custodian, trustee, examiner or liquidator of all
      or
      a substantial part of its property, (ii) make a general assignment for the
      benefit of its creditors, (iii) commence a voluntary case under the United
      States Bankruptcy Code, (iv) file a petition seeking to take advantage of any
      other law relating to bankruptcy, insolvency, reorganization, liquidation,
      dissolution, arrangement or winding-up, or composition or readjustment of debts;
      (v) fail to controvert in a timely and appropriate manner, or acquiesce in
      writing to, any petition filed against him in an involuntary case under the
      United States Bankruptcy Code; or (vi)take any action for the purpose of
      effecting any of the foregoing; 


    
      
        
        

      

      
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    (e) A
      proceeding or case shall be commenced, without the application or consent of
      Maker, in any court of competent jurisdiction, seeking: (i) its financial
      reorganization, liquidation or arrangement, or the composition or readjustment
      of its debts; (ii) the appointment of a receiver, custodian, trustee, examiner,
      liquidator or the like of Maker or of all or any substantial part of its
      property; or (iii) similar relief in respect of Maker under any law relating
      to
      bankruptcy, insolvency, reorganization or composition or adjustment of debts,
      and such proceeding or case shall continue undismissed, or an order, judgment
      or
      decree approving or ordering any of the foregoing shall be entered and continue
      unstayed and in effect, for a period of 30 or more days; or an order for relief
      against Maker shall be entered in an involuntary case under the United States
      Bankruptcy Code; or

     

    6. Remedies;
      Late Payment Penalty.
      Upon
      the occurrence of an Event of Default and without demand or notice, Holder
      may
      declare the principal amount then outstanding of, and the accrued interest
      on,
      the Obligation of Maker to be forthwith due and payable, whereupon such amounts
      shall be immediately due and payable without presentment, demand, protest or
      other formalities of any kind, all of which are hereby expressly waived by
      Maker
      and Maker may exercise all rights and remedies available to it under the
      Agreement or any succeeding agreement).

     

    7. Waiver.
      Maker
      hereby waives diligence, presentment, protest and demand, notice of protest,
      dishonor and nonpayment of this Note and expressly agrees that, without in
      any
      way affecting the liability of Maker hereunder, Holder may extend any maturity
      date or the time for payment of any installment due hereunder, accept security,
      release any party liable hereunder and release any security now or hereafter
      securing this Note. Maker further waives, to the full extent permitted by law,
      the right to plead any and all statutes of limitations as a defense to any
      demand on this Note, or on any deed of trust, security agreement, lease
      assignment, guaranty or other agreement now or hereafter securing this
      Note.

    


    8. Severability.
      Every
      provision of this Note is intended to be severable. In the event any term or
      provision hereof is declared by a court of competent jurisdiction to be illegal
      or invalid for any reason whatsoever, such illegality or invalidity shall not
      affect the balance of the terms and provisions hereof, which terms and
      provisions shall remain binding and enforceable.

    


    9. Interest
      Rate Limitation.
      Holder
      and Maker stipulate and agree that none of the terms and provisions contained
      herein or in the Agreement shall ever be construed to create a contract for
      use,
      forbearance or detention of money requiring payment of interest at a rate in
      excess of the maximum interest rate permitted to be charged by the laws of
      the
      State of Nevada. In such event, if any Holder of this Note shall collect monies
      which are deemed to constitute interest which would otherwise increase the
      effective interest rate on 


    
      
        
        

      

      
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    this
      Note
      to a rate in excess of the maximum rate permitted to be charged by the laws
      of
      the State of Nevada, all such sums deemed to constitute interest in excess
      of
      such maximum rate shall, at the option of Holder, be credited to the payment
      of
      the sums due hereunder or returned to Maker.

    


    10. Number
      and Gender.
      In this
      Note the singular shall include the plural and the masculine shall include
      the
      feminine and neuter gender, and vice versa, if the context so
      requires.

    


    11. Headings.
      Headings at the beginning of each numbered paragraph of this Note are intended
      solely for convenience and are not to be deemed or construed to be a part of
      this Note.

    


    12. Choice
      of Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of Nevada. Any action to enforce this Note shall be brought in state or federal
      courts located in Las Vegas, Nevada.

    


    13. Miscellaneous.
      

    


    (a) All
      notices and other communications provided for hereunder shall be in writing
      and
      shall be delivered by United States mail, certified or registered, return
      receipt requested to the respective party at the address provided in the
      Agreement or otherwise provided for such purpose. 

    


    (b) No
      failure or delay on the part of Holder or any other holder of this Note to
      exercise any right, power or privilege under this Note and no course of dealing
      between Maker and Holder shall impair such right, power or privilege or operate
      as a waiver of any default or an acquiescence therein, nor shall any single
      or
      partial exercise of any such right, power or privilege preclude any other or
      further exercise thereof or the exercise of any other right, power or privilege.
      The rights and remedies herein expressly provided are cumulative to, and not
      exclusive of, any rights or remedies, which Holder would otherwise have. No
      notice to or demand on Maker in any case shall entitle Maker to any other or
      further notice or demand in similar or other circumstances or constitute a
      waiver of the right of Holder to any other or further action in any
      circumstances without notice or demand. 

    


    (c) Maker
      and
      any Guarantors of this Note hereby consent to renewals and extensions of time
      at
      or after the maturity hereof, without notice, and hereby waive diligence,
      presentment, protest, demand and notice of every kind. 


    
      
        
        

      

      
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    (d) Maker
      may
      not assign its rights or obligations hereunder without prior written consent
      of
      Holder. Subject to compliance with applicable federal and state securities
      laws,
      Holder may (i) assign all or any portion of this Note without the prior consent
      of Maker or (ii) sell or agree to sell to one or more other persons a
      participation in all or any part of the Note without the prior consent of Maker.
      Upon surrender of the Note, Maker shall execute and deliver one or more
      substitute notes in such denominations and of a like aggregate unpaid principal
      amount or other amount issued to Holder and/or to Holder’s designated transferee
      or transferees. Holder may furnish any information in the possession of Holder
      concerning Maker, or any of its respective subsidiaries, from time to time
      to
      assignees and participants (including Prospective assignees and participants).
      

    


    IN
      WITNESS WHEREOF,
      Maker
      has caused this Note to be duly executed and delivered as of the day and year
      and at the place first above written.

    


    MAKER:

    


    Millenium
      Holding Group, Inc., a Nevada corporation

    


    


    /s/
      Richard
      Ham                               


    BY:
      Richard Ham

    ITS:
      President and CEO

     

    
 

    
      
        
        

      

      
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    WARRANT
      AGREEMENT

    


    THE
      SECURITIES DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF ANY
      STATE, 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.

    


    WARRANT
      AGREEMENT

    


    MILLENIUM
      HOLDING GROUP, INC.,

    a
      Nevada corporation (the “Company”)

    


    THIS
      IS TO CERTIFY
      that,
      for value received, Dennis M. Eliassen, (the "Holder") is entitled, subject
      to
      the terms and conditions set forth herein, to purchase, 42,017 shares of common
      stock of the Company (the “Warrant Shares”) upon exercise at a purchase price of
      eleven point nine cents ($0.119) per share (the “Warrant Price”).

    


    1.  TERM.
      Subject
      to the terms of this Agreement, the Holder shall have the right, at any time
      during the period commencing at 9:00 a.m., Pacific Time, on February 26, 2007
      and ending at 5:00 p.m., Pacific Time, on February 25, 2009 (the “Termination
      Date”) upon payment to the Company of the Warrant Price.

    


    Notwithstanding
      anything to the contrary contained in this Warrant or otherwise, the Holder
      shall not be required, although it shall have the right, to exercise this
      Warrant.

    


    2.  MANNER
      OF EXERCISE.
      Payment
      of the aggregate Warrant Price shall be made cash, bank or cashiers check or
      wire transfer. Upon the payment of all or a portion of the Warrant Price and
      delivery of the Election to Purchase, a form of which is attached hereto, the
      Company shall issue and cause to be delivered with all reasonable dispatch
      to or
      upon the written order of the Holder, and in such name or names as the Holder
      may designate, a certificate or certificates for the number of full Warrant
      Shares so purchased upon each exercise of the Warrant. Such certificate or
      certificates shall be deemed to have been issued and any person so designated
      to
      be named therein shall be deemed to have become a holder of record of such
      securities as of the date of surrender of the Warrant (or if less than the
      entire Warrant is exercised, upon the delivery of the new Warrant described
      below) and payment of the Warrant Price, as aforesaid, notwithstanding that
      the
      certificate or certificates representing such securities 


    
      
        
        

      

      
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    shall
      not
      actually have been delivered or that the stock transfer books of the Company
      shall then be closed. The Warrant shall be exercisable, at the election of
      each
      Holder, either in full or from time to time in part and, in the event that
      a
      certificate evidencing the Warrant is exercised in respect of less than all
      of
      the Warrant Shares specified therein at any time prior to the Termination Date,
      a new certificate evidencing the remaining portion of the Warrant shall be
      issued by the Company to such Holder.

    


    3.  NO
      STOCKHOLDER RIGHTS.
      Unless
      and until this Warrant is exercised, this Warrant shall not entitle the Holder
      hereof to any voting rights or other rights as a stockholder of the Company,
      or
      to any other rights whatsoever except the rights herein expressed, and, no
      dividends shall be payable or accrue in respect of this Warrant.

    


    4.  EXCHANGE.
      This
      Warrant is exchangeable upon the surrender hereof by the Holder to the Company
      for new warrants of like tenor representing in the aggregate the right to
      purchase the number of securities purchasable hereunder, each of such new
      warrants to represent the right to purchase such number of securities as shall
      be designated by the Holder at the time of such surrender.

    


    Upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of this Warrant, and, in case of loss, theft
      or
      destruction, of indemnity or security reasonably satisfactory to it and
      reimbursement to the company of all reasonable expenses incidental thereto,
      and
      upon surrender and cancellation hereof, if mutilated, the Company will make
      and
      deliver a new warrant of like tenor and amount, in lieu hereof.

    


    5.  ELIMINATION
      OF FRACTIONAL INTERESTS.
      The
      Company shall not be required to issue certificates representing fractions
      of
      securities upon the exercise of this Warrant, nor shall it be required to issue
      scrip or pay cash in lieu of fractional interests. All fractional interests
      shall be eliminated by rounding any fraction up to the nearest whole number
      of
      securities, properties or rights receivable upon exercise of this
      Warrant.

    


    6.  RESERVATION
      AND LISTING OF SECURITIES.
      The
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock or other securities, solely for the purpose of issuance
      upon the exercise of this Warrant, such number of shares of Common Stock or
      other securities, properties or rights as shall be issuable upon the exercise
      hereof. The Company covenants and agrees that, upon exercise of this Warrant
      and
      payment of the Exercise Price, all shares of Common Stock and other securities
      issuable upon such exercise shall be duly and validly issued, fully paid,
      non-assessable and not subject to the preemptive rights of any
      stockholder.

    


    7. 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 facsimile transmission. Notice shall be deemed to
      have
      been received on the date of personal delivery or facsimile transmission, or
      if
      sent by 


    
      
        
        

      

      
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    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 third business day after the date of mailing. The address of the Company
      is set forth in the Subscription Agreement and the Company shall give written
      notice of any change of address to the Warrantholder. The address of the
      Warrantholder is as set forth below and the Warrantholder shall give written
      notice of any change of address to the Company. 

    


    8. CONSENT
      TO JURISDICTION AND SERVICE OF PROCESS.
      The
      Company consents to the jurisdiction of the Clark County Superior Court or
      the
      United States District Court in Las Vegas Nevada. 

    


    9. GOVERNING
      LAW.
      This
      Warrant 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.

    


    10. CONFORMITY
      WITH LAW.
      It is
      the intention of the Company and of the Warrantholder to conform strictly to
      applicable usury and similar laws. Accordingly, notwithstanding anything to
      the
      contrary in this Warrant, it is agreed that the aggregate of all charges which
      constitute interest under applicable usury and similar laws that are contract
      for, chargeable or receivable under or in respect of this Warrant, shall under
      no circumstances exceed the maximum amount of interest permitted by such laws,
      and any excess, whether occasioned by acceleration or maturity of this Warrant
      or otherwise, shall be canceled automatically, and if theretofore paid, shall
      be
      either refunded to the Company or credited on the principal amount of this
      Warrant.

    


    11. NOTICE
      OF RIGHT TO COUNSEL.
      Each of
      the parties has had the opportunity to, and has had, this Agreement reviewed
      by
      their respective attorney. Each of the parties affirms to the other that they
      have apprized themselves of all relevant information giving rise to this
      Agreement and has consulted and discussed with their independent advisors the
      provisions of this Agreement and fully understands the legal consequences of
      each provision. Each party further affirms to the other that they have not,
      and
      do not, rely upon any representation of advice from the other or from the other
      parties’ counsel.

    


    12. SUCCESSORS.
      All the
      covenants and provisions of this Warrant shall be binding upon and inure to
      the
      benefit of the Company, the Holder and their respective legal representatives,
      successors and assigns. Holder may assign the Warrant at its
      discretion.

    


    13. PIGGYBACK
      REGISTRATION RIGHTS.
      If the
      Company at any time proposes to register any of its securities under the Act,
      including under an SB-2 Registration Statement or otherwise, the Company will
      use its best efforts to cause all of the shares of common stock underlying
      the
      Warrants owned by Holder to be registered under the Act (with the securities
      which the Company at the time propose to register),


    
      
        
        

      

      
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    all
      to
      the extent requisite to permit the sale or other disposition by the Holder;
      provided, however, that the Company may, as a condition precedent to its
      effecting such registration, require the Holder to agree with the Company and
      the managing underwriter or underwriters of the offering to be made by the
      Company in connection with such registration that the Holder will not sell
      any
      securities of the same class or convertible into the same class as those
      registered by the Company (including any class into which the securities
      registered by the Company are convertible) for such reasonable period after
      such
      registration becomes effective as shall then be specified in writing by such
      underwriter or underwriters if in the opinion of such underwriter or
      underwriters the Company's offering would be materially adversely affected
      in
      the absence of such an agreement. All expenses incurred by the Company in
      complying with this Section, including without limitation all registration
      and
      filing fees, listing fees, printing expenses, fees and disbursements of all
      independent accounts, or counsel for the Company and or counsel for the Holder
      and the expense of any special audits incident to or required by any such
      registration and the expenses of complying with the securities or blue sky
      laws
      of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing,
      Holder shall pay all underwriting discounts or commissions with respect to
      any
      securities sold by the Holder.

    


    (a) Indemnification.

    


    (i) In
      the
      event of any registration of any of its securities under the Act pursuant to
      this Section, the Company hereby indemnifies and holds harmless the Holder
      (which phrase shall include any underwriters of such securities), their
      respective directors and officers, and each other person who participates,
      in
      the offering of such securities and each other person, if any, who controls
      the
      Holder, or such participating persons within the meaning of the Act, against
      any
      losses, claims, damages or liabilities, joint or several, to which each the
      Holder or any such director or officer or participating person or controlling
      person may become subject under the Act or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out of
      or
      are based upon any untrue statement or alleged untrue statement of any material
      fact contained, on the effective date thereof, in any registration statement
      under which such securities were registered under the Act, any preliminary
      prospectus or final prospectus contained therein, or any amendment or supplement
      thereto, or arise out of or are based upon any omission or alleged omission
      to
      state therein an material fact required to be stated therein or necessary to
      make the statements therein not misleading; and will reimburse each the Holder
      and each director, officer or participating or controlling person for any legal
      or any other expenses reasonably incurred by the Holder or such director,
      officer or participating or controlling person in connection with investigating
      or defending any such loss, claim, damage, liability or action; provided,
      however, that the Company shall not be liable in any such case to the extent
      that any such loss, claim, damage or liability arises out of is based upon
      an
      untrue statement or alleged untrue statement 


    
      
        
        

      

      
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    or
      omission or alleged omission made in such registration statement, preliminary
      prospectus or prospectus or amendment or supplement in reliance upon and in
      conformity with written information furnished to the Company through an
      instrument duly executed by the Holder specifically stating that it is for
      use
      therein. Such indemnity shall remain in full force and effect regardless of
      any
      investigation made by or on behalf of the Holder or such directors, officer
      or
      participating or controlling person, and shall survive the transfer of such
      securities by the Holder. 

    


    (ii) The
      Holder shall by acceptance thereof, indemnify and hold harmless the Company
      and
      its directors and officers, and each person, if any who controls the Company,
      against any losses, claims, damages or liabilities, joint or several, to which
      the Company or any director or officer or any such person may become subject
      under the Act or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any
      untrue statement or alleged untrue statement of any material fact contained,
      on
      the effective date thereof, in any registration statement under which securities
      were registered under the Act at the request of such holder, any preliminary
      prospectus or final prospectus contained therein, or any amendment or supplement
      thereto, or arise out of or are based upon the omission or alleged omission
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, in each case to the extent, but only
      to
      the extent, that such untrue statement or alleged untrue statement or omission
      or alleged omission was made in such registration statement, preliminary
      prospectus, prospectus, amendment or supplement in reliance upon and in
      conformity with written information furnished to the Company through an
      instrument duly executed by or on behalf of such holder specifically stating
      that it is for use therein; and will reimburse the Company or such director,
      officer or person for any legal or any other expense reasonably incurred in
      connection with investigation or defending any such loss, claim, damage,
      liability or action. 

    


    (b) Rule
      144.
      If the Company shall be subject to the reporting requirements of the Securities
      Exchange Act of 1934, as amended (the "1934 Act"), the Company will use its
      best
      efforts timely to file all reports required to be filed from time to time with
      the SEC (including but not limited to the reports under Section 13 and 15(d)
      of
      the 1934 Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
      SEC
      under the Act). If there is a public market for any securities of the Company
      at
      any time that the Company is not subject to the reporting requirements of either
      of said Section 13 or 15(d), the Company will, upon the request of Holder,
      use
      its best efforts to make publicly available the information concerning the
      Company referred to in subparagraph (c)(2) of said Rule 144. The Company will
      furnish to Holder, promptly upon request, (i) a written statement of the
      Company's compliance with the requirements of subparagraphs (c)(1) or (c)(2),
      as
      the case may be, of said Rule 144, and (ii) written information concerning
      the
      Company sufficient to enable Holder to complete any Form 144 required to be
      filed with the SEC pursuant to said Rule 144. 

    


    [SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      Company has signed and sealed this Warrant as of February 26, 2007

    


    COMPANY:

    


    Millenium
      Holding Group, Inc.

    a
      Nevada
      corporation

     

    


    /s/
      Richard
      Ham                                                                  


    BY: Richard
      Ham

    ITS: President
      and CEO

    


    WARRANTHOLDER:

    


    Dennis
      M.
      Eliassen

    


    


     

    /s/ 
      Dennis M.
      Eliassen                                                        

BY: Dennis
      M.
      Eliassen

     

    



    
      
        
        

      

      
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    FORM
      OF ELECTION TO PURCHASE

    


    The
      undersigned, a Holder of the attached Warrant, hereby irrevocably elects to
      exercise the purchase right represented by the attached Warrant Agreement for,
      and to purchase shares of Common Stock of Millenium Holding Group, Inc., a
      Nevada corporation and herewith makes payment of $______________________________
      therefor, and requests that the certificates for such securities be issued
      in
      the name of, and delivered to  ___________________________,
      whose address is
      ____________________________________________________________.

    


    


    


    Dated:__________________________ Signature

    


    


    ________________________________________
(Signature
      must conform in all respects to name of 
Holder of such partial interest as
      specified on
the face of the Warrant Certificate)

    


     

    
________________________________________
Insert
      Social Security or Other

    Identifying
      Number of Holder)

    


    


    


    
      
        
        

      

      
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