CONSIDERATION OF POSSIBLE FINANCIAL TRANSACTION

                                                                   Exhibit 10.13

CONFIDENTIAL

February 7, 2005

Dear Mr. Ham:

     The purpose of this letter is to describe the terms upon which Cochran

Edwards and Partners (CEandP) has agreed to introduce Millenium Holding Group,

Inc. and its affiliates (the "Company") to certain potential investors (each, a

"Referral"). CEandP and the Company shall maintain a list of Referrals (Exhibit

A), which shall be mutually approved by CEandP and the Company and updated from

time to time. Accepted referrals will be evidenced by the initial of an officer

of the Company next to each submission. The purpose of the introduction is to

permit the Company to consider a possible financial transaction ("Financing")

with the Referral.

     This agreement confirms that the Company and their respective

representatives, members, agents, associates, employees, consultants, companies,

subsidiaries, businesses and/or entities (collectively, "Representatives"),

hereby agree that they will not directly or indirectly circumvent payment of any

fees, or attempt circumvention or otherwise engage in any transaction with any

Referral introduced by CEandP without the payment of the fees set forth in this

agreement. This agreement confirms our understanding that the Company shall be

responsible for the payment of fees to CEandP in the event the Company receives

funding, through the direct or indirect efforts of CEandP within two years after

the date hereof (the "Effective Date"), from a Referral or affiliate of Referral

or party introduced to the Company formally by Referral.

     If, within the two year period commencing on the Effective Date, the

Referral, affiliate, subsidiary, division, or business unit of Referral or party

introduced to the Company formally by Referral singly or with others, provides

Financing to the Company or otherwise makes an investment in the Company whereby

the Company receives funds from Referral (other than an open market purchase of

publicly traded Company Securities), CEandP will be paid at the time of the

closing of such transaction:

     1.   Upon execution of this Agreement, MNHG shall issue to David Cochran

          25,000 shares of MNHG (restricted shares) common stock, $.05 par value

          per share (the "MNHG Common Stock"). 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.

     2.   A cash referral fee equal to three percent (3%) of the Financing gross

          proceeds advanced to the Company shall be paid to CEandP;

     3.   Immediately upon closing of the Financing to the Company, three

          percent (3%) of the gross proceeds disbursed ("Tranche") shall be paid

          to CEandP; consequently, the Company shall pay CEandP thr