ex1038


    Westor
      Capital Group, Inc.

    116
      John
      Streeet

    New
      York,
      NY 10038

    Tel:
      (212) 766-3333

    Fax:
      (212) 766-3349

    


    


    February
      7, 2007

    


    Attn:
      Richard Ham, President

    Millenium
      Holding Group, Inc.

    12
      Winding Rd.

    Henderson,
      NV 89052

    


    


    Dear
      Mr.
      Ham

    


    We
      are
      pleased to set forth the following terms of the retention of Westor Capital
      Group, Inc. (“Westor”) by Millenium Holding Group, Inc.. (the “Company”) as its
      investment banker:

     

    1. Responsibilities.
      During
      the term of this agreement (this “Agreement”) Westor will assist the Company as
      its financial advisor providing investment banking services on a “best efforts’
basis that will include, without limitation, assistance in mergers, acquisitions
      and internal capital structuring, including, but not limited to the placement
      of
      new debt and/or equity securities, all with the objective of accomplishing
      the
      business and financial goals of the Company. In each instance, Westor shall
      endeavor to assist the Company in identifying corporate candidates for mergers
      and acquisitions, and, subject to market conditions, sources of private and
      institutional funds. Westor will also assist the Company in its negotiations
      of
      such matters. In this regard, the Company acknowledges that Westor has
      identified potential investor group

    


    Westor
      will also endeavor to provide strategic planning, structuring and other advisory
      services to the Company. In each instance, Westor will only render services
      that
      are mutually agreed to by Westor and the Company, and Westor will use its best
      efforts to accomplish the goals agreed to by Westor and the Company.


    


    2. Access
      to Information and Accuracy of Information.
      In
      connection with the services to be provided by Westor, the Company agrees to
      cooperate with Westor and furnish it with all information and data concerning
      the Company which Westor deems reasonably necessary and provide Westor with
      access to the Company’s officers, directors, employees, independent accountants
      and legal counsel. The Company represents and warrants that all information
      made
      available to Westor will be complete and correct in all material respects and
      will not contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein 


    
      
         

      

      
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    or
      necessary in order to make the statements therein not misleading in the light
      of
      the circumstances under which such statements are made. The Company acknowledges
      and agrees that in rendering its services, Westor will be using and relying
      upon
      the information provided to it by the Company without independent verification
      and/or independent appraisal. Westor does not assume responsibility for the
      accuracy or completeness of any information provided it by the Company.


    


    3. Compensation
      and Fees.
      In
      consideration for its services, Westor shall be entitled to receive, and the
      Company agrees to pay to Westor the following:

    


    Investment
      Banking Fee:
      Upon
      execution of this Agreement an investment banking fee of $15,000 (the
“Investment Banking Fee”) payable as follows: (i) $5,000 upon the execution of
      this Agreement. The balance upon a successful agreement and execution with
      an
      investor that provides at least $2,500,000 for the internet mortgage
      bank

    


    Merger
      and Acquisition , Investor Fee:
      For
      investment banking services in connection with the Investor Transaction, as
      that
      term is hereinafter defined, Westor shall be entitled to receive at the closing
      of that transaction stock and cash (to be determined) but no less than 5% in
      stock and cash (ratio to be determined) of the aggregate valuation of the
      Investment.

    


    Equity
      financing:
      Upon
      completion of a transaction with "Investor" (the "Transaction"), the Company,
      After 6 months will conduct an offering, on a Best Efforts, through Westor
      as
      Placement Agent (the “offering”), whereby the Company will raise an amount to be
      agreed upon. Westor shall be entitled to receive commissions of 10%, a
      non-accountable expense allowance of 3% percent and underwriters warrants to
      purchase up to 10% of the securities sold. The terms of the Offering will be
      set
      forth in a term sheet and/or letter of intent agreed to by the parties prior
      to
      the filing of a Private Placement memorandum

    


    4. Additional
      Services.
      If
      Westor is requested to provide any services other than those set forth above,
      the terms and conditions relating to such services will be outlined in a
      separate agreement and the fees for such services shall be negotiated
      separately.

    


    5. Affiliated
      and Associated Broker-Dealers.
      In
      performing its responsibilities, Westor may utilize the services of other
      broker-dealers, provided that such broker-dealers be registered as a
“broker-dealer” under federal and state securities laws and any other applicable
      laws promulgated by the National Association of Securities Dealers and similarly
      situated governing bodies. The parties acknowledge that Westor shall be
      responsible to ensure that any such broker-dealer complies with all applicable
      laws and the terms of any agreement between Westor and the Company. The parties
      agree that Westor shall be responsible for payment of any compensation to any
      such entities and that the Company will not compensate these entities or
      reimburse any expenses incurred by them in connection with the performance
      of
      such duties.


    
      
         

      

      
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    6. Introductions
      by Westor.
      If at any time within two years after the date of termination of this Agreement,
      the Company enters into any Transaction, as that term is hereinafter defined,
      with any corporation, partnership, or any other entity identified to the Company
      by Westor during the term of this Agreement (an “Acquired Party”), then the
      Company shall pay Westor a cash fee equal to 2.5% of the consideration paid
      by
      the Company in connection with such transaction. As used in this Agreement,
      the
      term “Transaction” shall mean (a) any merger, consolidation, reorganization,
      recapitalization, business combination or other transaction pursuant to which
      the Acquired Party is acquired by, or combined with, the Company (b) the
      acquisition, directly or indirectly, by the Company or (i) substantially all
      if
      the assets of the Acquired Party of (ii) fifty percent or more of the Acquired
      Party’s outstanding common stock, whether by way of tender or exchange offer,
      open market purchases, negotiated purchases or otherwise, or (c) the election
      or
      appointment of nominees or representatives of the Company to the Board of
      Directors of the Acquired Party so that the nominees or representatives
      represent, in the aggregate, at least a majority of such Board of
      Directors.

    


    7. Expenses.
      In
      addition to the fees described in paragraph three (3) above, the Company agrees
      to promptly reimburse Westor upon request from time to time, for all
      out-of-pocket expenses incurred, including fees and disbursements of counsel,
      and the other consultants and advisors retained by Westor in connection with
      Westor acting for the Company pursuant to this Agreement. 

    


    8. Indemnification

    


    A. The
      Company hereby agrees that it will indemnify and hold Westor and each director,
      officer, shareholder, employee, agent or representative of Westor and each
      person controlling, controlled by or under common control of Westor within
      the
      meaning of Section 15 of the Act or Section 20 of the Exchange Act or the rules
      and regulations thereunder harmless from and against any and all loss, claims,
      damage, liability, cost or expense whatsoever (including, but not limited to,
      any and all reasonable legal fees and other expenses and disbursements incurred
      in connection with investigating, preparing to defend or defending any action,
      suit or proceeding, including any inquiry or investigation, commenced or
      threatened, or in appearing or preparing for appearance as a witness in any
      action, suit or proceeding including any inquiry or investigation or pretrial
      proceeding such as a deposition) to which such indemnified person may become
      subject under the Securities Act of 1933, as amended (the “Act”), the Exchange
      Act or any other Federal or state statutory law or regulation at common law
      or
      otherwise, arising out of or based upon, (i) any untrue statement or alleged
      untrue statement of a material fact contained in any documents provided to
      Westor by the Company (the “Disclosure Documents”) (except those statements
      given by an indemnified person for inclusion therein), (ii) in any application
      or other document or written communication executed by the Company or based
      upon
      written information furnished by the Company in any jurisdiction in order to
      qualify the Company’s securities under the securities laws thereof or file with
      the Securities and Exchange Commission, or any state securities commission
      or
      agency, (iii) the 


    
      
         

      

      
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    omission
      or alleged omission from clauses (i) or (ii) above of a material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      or (iv) the breach of any representation or warranty made by the Company in
      any
      agreement between the Company and Westor. The Company further agrees that upon
      demand by an indemnified person at any time or from time to time, it will
      promptly reimburse such indemnified person for any loss, claim, damage,
      liability, cost or expense actually and reasonably paid by the indemnified
      person as to which the Company has indemnified such person pursuant hereto.
      Notwithstanding the foregoing provisions hereof, any such payment or
      reimbursement by the Company of fees, expenses or disbursements incurred by
      an
      indemnified person in any proceeding in which a final judgment by a court of
      competent jurisdiction (after all appeals or the expiration of time to appeal)
      is entered against such indemnified person as a direct result of such person’s
      gross negligence, bad faith or willful misfeasance will be promptly repaid
      to
      the Company.

    


    B. Westor
      hereby agrees that it will indemnify and hold the Company and each director,
      officer, shareholder, employee, agent or representative of the Company and
      each
      person controlling, controlled by or under common control of the Company within
      the meaning of Section 15 of the Act or Section 20 of the Exchange Act or the
      rules and regulations thereunder harmless from and against any and all loss,
      claims, damage, liability, cost or expense whatsoever (including, but not
      limited to, any and all reasonable legal fees and other expenses and
      disbursements incurred in connection with investigating, preparing to defend
      or
      defending any action, suit or proceeding, including any inquiry or
      investigation, commenced or threatened, or in appearing or preparing for
      appearance as a witness in any action, suit or proceeding including any inquiry
      or investigation or pretrial proceeding such as a deposition) to which such
      indemnified person may become subject under the Act, the Exchange Act or any
      other Federal or state statutory law or regulation at common law or otherwise,
      arising out of or based upon (i) information supplied by the Westor to the
      Company specifically for use in disclosure documents to investors, (ii) Westor’s
      use of disclosure documents not approved by the Company, (iii) Westor’s failure
      to provide any investor with a Disclosure Document furnished to Westor by the
      Company which corrects any fact in Disclosure Documents previously provided
      to
      such investor or (iv) the conduct of Westor or its employees in its acting
      as
      placement agent which are not taken with the Company’s consent or in reliance on
      the Company’s actions or failure to act. Notwithstanding the foregoing
      provisions of this paragraph, any such payment or reimbursement by Westor of
      fees, expenses or disbursements incurred by an indemnified person in any
      proceeding in which a final judgment by a court of competent jurisdiction (after
      all appeals or the expiration of time to appeal) is entered against such
      indemnified person as a direct result of such person’s gross negligence, bad
      faith or willful misfeasance will be promptly repaid to Westor.

    


    C. Promptly
      after receipt by an indemnified party under either subparagraph A or B, as
      the
      case may be, of the notice of commencement of any action covered by subparagraph
      A or B, such indemnified party shall within five (5) business days notify the
      indemnifying party of the commencement thereof; the omission by one indemnified
      party to so notify the indemnifying party shall not relieve the indemnifying
      party of its obligations to indemnify any other indemnified party that has
      given
      such notice and shall not relieve the indemnifying party of any



    
      
         

      

      
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    liability
      outside of this indemnification. In the event that any action is brought against
      the indemnified party, and it shall notify the indemnifying party in a timely
      manner, the indemnifying party will be entitled to participate therein and,
      to
      the extent it may desire, to assume and control the defense thereof with counsel
      chosen by it. After notice from the indemnifying party to such indemnified
      party
      of its objection to assume the defense thereof, the indemnifying party will
      not
      be liable to such indemnified party under such subparagraph for any legal or
      other expenses subsequently incurred by such indemnified party in connection
      with the defense thereof, but the indemnified party may, at its own expense,
      participate in such defense by counsel chosen by it, without, however, impairing
      the indemnifying party’s control of the defense. Notwithstanding anything to the
      contrary contained herein, the indemnifying party shall have the right to choose
      its own counsel and control the defense of any action, all at the expense of
      the
      indemnifying parties, if: (i) the employment of such counsel shall have been
      authorized in writing by the indemnifying parties in connection with the defense
      of such action at the expense of the indemnifying party, (ii) the indemnifying
      parties shall not have employed counsel reasonably satisfactory to such
      indemnified party to have charge of the defense of such action within a
      reasonable time after notice of commencement of the action, or (iii) such
      indemnified party or parties shall have reasonably concluded that there may
      be
      defenses available to it or them which are different from or additional to
      those
      available to one or all of the indemnifying parties (in which case the
      indemnifying parties shall not have the right to direct the defense of such
      action on behalf of the indemnified party or parties), in any of which events
      such fees and expenses of one additional counsel shall be borne by the
      indemnifying parties. No settlement of any action or proceeding against an
      indemnified party shall be made without the consent of the indemnified
      party.

    


    D. In
      order
      to provide for just and equitable contribution in circumstances in which the
      indemnification provided for in paragraph A of this paragraph is due in
      accordance with its terms but is for any reason held by a court to be
      unavailable from the Company to Westor on grounds of public policy or otherwise,
      the Company and Westor shall contribute to the aggregate losses, claims, damages
      and liabilities (including legal or other expenses reasonably incurred in
      connection with investigation of defending of same) to which the Company and
      Westor may be subject in such proportion so that Westor is responsible for
      that
      portion represented by the percentage that the aggregate of its placement fee
      and expenses under this Agreement bears to the aggregate offering price for
      all
      securities sold in the Offering and the Company is responsible for the balance,
      except as the Company may otherwise agree to reallocate a portion of such
      liability with respect to such balance with any other person; provided,
      however,
      that no
      person guilty of fraudulent misrepresentation within the meaning of Section
      11
      (f) of the Act shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation. For purposes of this subparagraph
      D, any person controlling, controlled by or under common control with Westor,
      or
      any partner, director, officer, employee, representative, or any agent of any
      thereof, shall have the same rights to contribution as Westor and each person
      who controls the Company with the meaning of Section 15 of the Act or Section
      


    
      
         

      

      
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    20
      of the
      Exchange Act, each officer of the Company and each director of the Company
      shall
      have the same rights to contribution as the Company. Any party entitled to
      contribution will, promptly after receipt of notice of commencement of any
      action, suit or proceeding against such party in respect of which a claim for
      contribution may be made against the other party under this subparagraph D,
      notify such party from whom contribution may be sought, but the omission to
      so
      notify such party shall not relieve the party from who contribution may be
      sought from any obligations they may have hereunder or otherwise. The indemnity
      and contribution agreements contained in this paragraph 9 shall remain operative
      and in full force and effect regardless of any investigation made by or on
      behalf of any indemnified person or any termination or expiration of this
      Agreement.

    


    9. Term.
      The term
      of this Agreement will be for a period of nine (9) months from the date hereof
      (the “Term”) except that if the Equity Financing and Investor Transaction are
      completed within the Term, the term of this Agreement shall be extended for
      an
      additional one (1) year period.

     

    10. Termination.
      Anything
      to the contrary in Section 10 above notwithstanding, either party may terminate
      this Agreement at any time upon written notice, without liability or continuing
      obligation (except for any compensation earned, or expenses incurred up to
      the
      date of termination), except as set forth in the following sentence. Neither
      termination of the Agreement nor completion of this assignment contemplated
      hereby shall affect the provisions of sections 3, 4, 7, 8 or 9 which shall
      remain operative and in full force and effect.

    


    11. Jurisdiction.
      The
      validity and interpretation of this agreement shall be governed by laws of
      the
      State of New York applicable to agreements made and to be fully performed
      therein.

    


    12. Successors
      and Assigns.
      The
      benefits of this agreement shall insure to the respective successors and assigns
      of the parties hereto and to the indemnified parties hereunder and their
      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.

    


    13. Counterparts.
      For the
      convenience of the parties hereto, 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. This agreement may not
      be
      modified or amended except in writing signed by the parties
      hereto.


    
      
         

      

      
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    14. Terms
      of Equity Financing.
      The
      proposed terms of the financing shall be negotiated and agreed to by all parties
      discussed. 

    


    If
      the
      forgoing correctly sets forth our agreement, please sign the enclosed copies
      of
      this letter in the space provided and return them to us.

    


    We
      look
      forward to working with you.

    


    Very
      truly yours,

    


    


    Westor
      Capital Group, Inc.

    


    


    By:
      /s/
      Victor
      Goldfluss                                       


    Victor
      Goldfluss 

    Managing
      Director Corporate Finance

    


    


    Confirmed
      and Agreed to:

    This
      7th
      day of February, 2007

    Millenium
      Holding Group, Inc.

    


    


    By:
      /s/
      Richard
      Ham                                              


    Richard
      Ham, President

    


    Date:
      February 7, 2007 

     

     

    
      
         

      

      
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