CONSULTING AGREEMENT
This
Agreement dated December 13, 2006 is made by and between NVESTrain, of Tiffin,
Ohio, referred to as "Consultant",
and
Millenium Holding Group, Inc., of Henderson, Nevada, a Nevada Corporation,
referred to as the "Company".
1. |
Consultation
Services.
The Company hereby engages the Consultant to perform the following
services in accordance with the terms and conditions set forth in this
Agreement: The Consultant will consult with the officers of the Company
concerning matters relating to the investor relations, maximizing
shareholder value and market liquidity and others to promote awareness
and
exposure of the Company. The Consultant will directly report to the
CEO,
Xxxxxxx Xxx.
|
2. |
Terms
of Agreement.
This Agreement will begin December 13, 2006 and will end in 12 months.
|
3. |
Place
Where Services Will Be Rendered.
The Consultant will perform most services in accordance with this contract
at Tiffin, Ohio.
|
4. |
Payment
to Consultant.
The Consultant will be paid $4,000 per month in cash or stock (if all
or
part of a month is paid in stock, amount of stock to be issued is based
on
the running 10-day average of the closing price for said month) the
current closing price on the determination is made whether to pay cash
or
stock) plus options on 175,000 shares of restricted stock of the Company
(OTCBB: MNHG) with piggyback registration rights at $.20 per share
based
upon the closing price on December 13, 2006. Consultant, may from time
to
time, be reimbursed for costs directly attributed to this agreement,
if
such costs are pre-approved by the Company in
writing.
|
5. |
Independent
Contractor.
Both the Company and the Consultant agree that the Consultant will
act as
an independent contractor in the performance of its duties under this
contract. Accordingly, the Consultant shall be responsible for payment
of
all taxes including: Federal, State and local taxes arising out of
the
consultant's activities in accordance with this contract, including
by way
of illustration but not limitation, Federal and State income tax, Social
Security tax, Unemployment Insurance taxes, and any other taxes or
business license fee as required.
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6. |
Confidential
Information.
The Consultant agrees that any information received by the Consultant
during any furtherance of the Consultant's obligations in accordance
with
this contract, which concerns the personal, financial, proprietary
information or confidential material or other affairs of the Company
will
be treated by the Consultant in full confidence and will not be revealed
to any other persons, firms or organizations without consent of the
Company.
|
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7. |
Termination.This
contract may be terminated by either party with a 30 day written notice
to
the other party. If terminated by either party, the Consultant will
not
receive any further monthly payments, but will retain the full amount
and
rights to the options.
|
8. |
Employment
of Others.
The Company may from time to time request that the Consultant arrange
for
the services of others. All costs to the Consultant for those services
will be paid by the Company, but in no event shall the Consultant employ
others without the prior authorization of the Company.
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9. |
Governing
Law.
This Agreement shall be governed by and construed in accordance with
the
law of the State of Nevada.
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10. |
Signatures.
Both the Company and the Consultant agree to the above contract.
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COMPANY
MILLENIUM
HOLDING GROUP, INC.
BY: /s/
Xxxxxxx
Xxx
Xxxxxxx
Xxx, CEO/President
CONSULTANT
NVESTRAIN
BY: /s/
Xxxxxx
Xxxxx
Xxxxxx
Xxxxx
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