SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.3

SECURED CONVERTIBLE PROMISSORY NOTE

     FOR VALUE RECEIVED, the undersigned, Sutura, Inc. , a Delaware corporation (the “ Maker ”), hereby promises to pay to the order of Whitebox Hedged High Yield Partners L.P. , a British Virgin Islands limited partnership, or its assigns (the “ Payee ”), at such place as the Payee may designate in writing, the principal sum of Two Million Dollars ($2,000,000), under the terms set forth herein. This Note is one of a series of six Notes being issued by Maker on the date hereof.

1. Interest . The unpaid principal balance hereof from time to time outstanding shall bear interest from the date hereof at the rate of twelve percent (12%) per annum.

2. Payment . Subject to earlier mandatory prepayment under Section 5 below or any default hereunder, the principal and interest hereof is payable as follows:

     (a) Payments of $60,000 in cash of interest only are payable in arrears on December 17, 2004 and on each of March 17, June 17, September 17 and December 17, 2005; and

     (b) On March 17, 2006, the entire outstanding principal balance of this Note will be due in a single lump sum together with all then accrued, but unpaid interest (including any then accrued, but unpaid Contingent Additional Interest, as defined below).

     (c) In the event that, after the date hereof, Maker consummates its proposed merger (the “ Merger ”) into Millenium Holding Group, Inc., a Nevada corporation (“ Millenium ”), pursuant to an Agreement and Plan of Merger dated July 9, 2004 (the “ Merger Agreement ”) and thereafter fails:

          (i) by the earlier of:

               (A) 15 days after the date that certain registration statement to be filed after the Merger by Millenium under the Securities Act of 1933, as amended (the “ Securities Act ”), covering the issuance of its securities to Fusion Capital Fund II, LLC is declared effective by the U.S. Securities and Exchange Commission, or

               (B) 120 days after the effective date of the Merger

to file a registration statement (the “ Payee Registration Statement ”) under the Securities Act pursuant to Section 2.1 of a Registration Rights Agreement of this date among Maker, Payee and others (the “ Registration Rights Agreement ”), and/or

          (ii) within seven (7) months after the effective date of the Merger to obtain effectiveness under the Securities Act and applicable state securities laws of the Payee Registration Statement, then for each full month (prorated for partial months) that either or both of these failures continue (as aggregated together, the “ Failure Term ”), Maker shall pay in

arrears in cash, with each next otherwise scheduled payment under Sections 2(a) or (b) above (or if the last scheduled payment under Section 2(b) has been made, then on the same day of each succeeding month), additional interest (the “ Contingent Additional Interest ”) at a rate equal to 0.5% per month for the first aggregated two months of the Failure Term, and 1% per month for any portion of the Failure Term thereafter, of the original principal balance of this Note.

     (d) Except as provided by Section 5 below, the Maker will have no right of early prepayment of this Note.

3. Conversion .

     (a) At any time while any portion of the principal or interest of this Note is outstanding, the Payee may give the Maker written notice (the “ Payee Notice ”) of its intention to convert all or any portion of the outstanding principal and/or accrued but unpaid interest on this Note into shares of the Maker’s Common Stock based on a conversion rate as described below (the “ Conversion Rate ”). Upon receipt of the Payee’s notice, the Maker shall immediately cause certificates dated the Payee Notice date and representing these shares to be delivered to Payee within 20 days of, and payment shall be deemed to have been made on, the date of the Payee Notice.

     (b) Prior to the earliest of (i) March 1, 2005, (ii) the effective date of the proposed Merger of the Maker into Millenium pursuant to the Merger Agreement (at which time this Note and the rights and obligations of Maker hereunder shall be assigned to and assumed by Millenium and thereafter the term “Maker” shall mean and refer to Millenium) or (iii) the date that Maker or its controlling stockholders enter into any definitive agreement (other than the Merger Agreement) relating to the sale, license or other disposition of all or substantially all of the Maker’s assets, the sale or exchange of a majority of the voting stock of Maker or the merger or consolidation of Maker into or with any other entity (a “ Sale Transaction ,” with the date of the definitive agreement for the Sale Transaction being the “ Sale Agreement Date ”), the Conversion Rate shall be computed as follows:

CR = $250,000,000 / N, where

“ CR ” is the Conversion Rate and

“ N ” is the number of shares of Common Stock of Maker outstanding on the date of the Payee Notice, assuming the exercise or conversion of all then outstanding options, warrants or other rights to acquire shares of Maker’s Common Stock or securities convertible or exchangeable for Common Stock (or convertible or exchangeable for securities themselves convertible or exchangeable for Common Stock), but without assuming (i) the conversion of this Note or any other Notes that are part of this Series (together, the “ Series Notes ”) or (ii) the exercise of warrants to purchase Common Stock of Maker being issued contemporaneously herewith to the Payee and to the other holders of Notes in this Series (together, the “ Series Warrants ”).

     (c) If on or before February 28, 2005, Maker has not consummated the Merger or entered into a definitive agreement for a Sale Transaction, the Conversion Rate commencing on March 1, 2005 shall thereafter be computed as follows:

CR = $100,000,000 / N.

For the purposes of this subsection 3(c), “ N ” is the number of shares of Common Stock of Maker outstanding as of February 28, 2005, assuming the exercise or conversion of all then outstanding options, warrants or other rights to acquire shares of Maker’s Common Stock or securities convertible or exchangeable for Common Stock (or convertible or exchangeable for securities themselves convertible or exchangeable for Common Stock), but without assuming (i) the conversion of the Series Notes or (ii) the exercise of the Series Warrants.

     (d) If on or before February 28, 2005, Maker consummates the Merger, then the Conversion Rate