Exhibit 10.14
February 7, 2005
Mr. Xxxxxxx Xxx Millenium Holding Group, Inc. 00 Xxxxxxx Xxxx Xxxxxxxxx, XX
00000
Dear Xxxxxxx:
This Engagement Agreement ("Agreement") confirms the principal terms under which
Millenium Holding Group, Inc. ("MNHG" or the "Company") agrees to engage Xxxxxxx
Xxxxxxx and Partners, Inc. ("CEandP"). Under this Agreement, CEandP will assist
MNHG with various market awareness and road show matters including, without
limitation, the following:
I. Advisory and Tactical Services:
1. PROVIDE STRATEGIC ADVICE AND TACTICAL SERVICES AS IT RELATES TO THE
COMPANY AND STOCK ACCELERATED GROWTH EFFORTS OF THE COMPANY;
2. PROVIDE MARKET MAKER AND BROKER-DEALER MARKET AWARENESS ADVISORY AND
TACTICAL SERVICES... specifically MNHG's market makers, relevant
retail and wholesale market makers and specialists, the Broker-Dealer
network who cover OTCBB stocks and all broker-dealers covering the
insurance and financial sectors. We will target one-on-one
relationships with retail brokers in U.S. and Canada through CEandP's
network of investors and S&P's extensive database; and
3. PROVIDE MARKET MAKER AND BROKER-DEALER ROAD SHOW ADVISORY AND TACTICAL
SERVICES... specifically CEandP will organize an extensive
presentation on behalf of MNHG for retail brokers, analysts,
investment bankers, etc. These presentations will be exclusive for
MNHG with Q & A sessions. In addition, we can also setup one-on-one
presentations with retail brokers in the targeted database (see
attached sample). Throughout 2005, this will be done in cities such as
NYC, San Francisco, Atlanta, Boston, Chicago, Denver, San Diego, Los
Angeles, Dallas, Seattle, Miami, etc. We will begin preliminary
legwork for these cities in Q1 05.
II. In connection with the provision of the foregoing services, CEandP proposes
the following compensation arrangement:
1. Upon Execution of this Agreement, MNHG shall issue a payment in the
amount of $5,000 to CEandP.
2. CEandP will purchase for $5,000.00, a customized and updated database
of North American Broker-Dealers from Standard & Poors;
3. Additionally, MNHG will issue to CEandP 25,000 shares of Restricted
Stock, $.05 par value per share on the last day of each calendar
quarter during the Term of this Agreement, commencing February 7,
2005. MNHG shall deliver to CEandP 25,000 shares of MNHG Restricted
Stock upon signing of this agreement; the Shares to be issued shall be
subject to the restrictions pursuant to Rule 144 of the Securities Act
of 1933 and will have "piggy back" rights of registration; MNHG may
elect not to renew the contract for the upcoming month, with thirty
(30) days prior notification;
4. All out-of-pocket expenses of CEandP and/or Xxxxx Xxxxxxx (meals,
entertainment, travel, etc.) that are related to advisory and tactical
services outlined in this Agreement, will be covered by the monthly
retainer. Any expenses directly requested by MNHG will be paid by
MNHG, but not without the prior written consent of Xxxxxxx Xxx,
President of Millenium Holding Group, Inc.
Sincerely,
XXXXXXX XXXXXXX AND PARTNERS
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Xxxxx X. Xxxxxxx
President and CEO
Agreed and accepted this 7th day of February 2005.
Millenium Holding Group, Inc.
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By: Xxxxxxx X. Xxx
Its: President
