Exhibit 10.4
CONSULTING AGREEMENT
This Agreement dated October 1, 2005 is made by and between ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇/▇▇▇▇▇▇ Imaging, of Las Vegas, NV, 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 graphic art, internet
presence, design work and security issues of the Company. The Consultant
will directly report to the CEO, ▇▇▇▇▇▇▇ ▇▇▇.
2. TERMS OF AGREEMENT. This Agreement will begin October 1, 2005 and will
December 31, 2005. Either party may cancel this Agreement on ten (10) days
notice to the other party in writing, by certified mail or personal
delivery.
3. PLACE WHERE SERVICES WILL BE RENDERED. The Consultant will perform most
services in accordance with this contract at Las Vegas, Nevada.
4. PAYMENT TO CONSULTANT. The Consultant will be paid 25,000 shares of
restricted stock of the Company (OTCBB: MNHG) with piggyback registration
rights. The Company will pay twenty-five thousand (25,000) shares to the
Consultant by the end of the term of the Agreement. This is payment in full
of all graphic art, internet presence and design work the Consultant has
done prior to this Agreement, if any, up to the end of the term of this
Agreement. The value of these shares will be deemed to be the strike price
as of the close of business on October 1, 2005, which was $0.30 or a total
contract value of $7,500.
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.
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.
7. 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.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the law of the State of Nevada.
9. SIGNATURES. Both the Company and the Consultant agree to the above
contract.
COMPANY
MILLENIUM HOLDING GROUP, INC.
BY: __________________________
▇▇▇▇▇▇▇ ▇▇▇, CEO/President
CONSULTANT
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇/▇▇▇▇▇▇ IMAGING
BY: __________________________