Exhibit 10.2

                              CONSULTING AGREEMENT


     This  Agreement  dated  September  6,  2004  is  made  by and  between  ERS
Consulting, 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, Richard Ham.

2.   TERMS OF AGREEMENT.  This Agreement  will begin  September 6, 2004 and will
     end in sixty days.

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  75,000  shares  of
     restricted stock of the Company (OTCBB:  MNHG) with piggyback  registration
     rights.  The Company will pay seventy-five  thousand (75,000) shares to the
     Consultant by the end of the term of the Agreement.

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: /s/
   ------------------------------
    Richard Ham, CEO/President



CONSULTANT
ERS CONSULTING



BY:
   ------------------------------