Broker Fee Agreement - MILLENIUM HOLDING GROUP INC - 8-21-2006 by MNHG-Agreements

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									Exhibit 10.4

                          BANKERS FINANCIAL MORTGAGE GROUP, LTD.

                                        BROKER FEE AGREEMENT

          Borrower:                                                   Millenium Holding Group, Inc.
          Property Address:                                                                  KY-196
                                                                                    Jabez, Kentucky
          Estimated Loan Balance:                                                        $1,902,419
          Estimated Compensation to Broker:                            2% of the Gross Loan Balance




BANKERS FINANCIAL MORTGAGE GROUP, LTD. has and will provide the undersigned assistance in
securing mortgage financing. Services have and/or will include, but are not limited to the following:

- Obtaining a discounted interest rate, only available to correspondents of a lender or an approved commercial
mortgage broker;

- Counseling on available financing products;

- Counseling on debt service and credit qualifications;

- Assistance in completing the loan application;

- Negotiations and discussions with the Lender regarding credit, pricing, and terms.

The undersigned hereby engages BANKERS FINANCIAL MORTGAGE GROUP, LTD. as a broker for
obtaining a loan commitment from a referral made by BANKERS FINANCIAL MORTGAGE GROUP, LTD.
and for the above services. It is agreed that as compensation for the same, the undersigned agrees to pay to
BANKERS FINANCIAL MORTGAGE GROUP, LTD. upon the Loan closing or from the loan proceeds from
a referral made by BANKERS FINANCIAL MORTGAGE GROUP, LTD., 2.0% of the gross loan amount as
a loan commission.

BANKERS FINANCIAL MORTGAGE GROUP, LTD.

BY:

NAME/TITLE: Gregory A. Wallace, VP

DATE: August 7, 2006

MILLENIUM HOLDING GROUP, INC.

BY:

NAME/TITLE: Richard Ham/President

DATE: August 7, 2006
                            COMMERCIAL LOAN REFERRAL AGREEMENT

This Commercial Loan Referral Agreement is entered into as of the 27th day of July, 2006 ("Effective Date")
between Bankers Financial Mortgage Group, Ltd., ("Bankers") with its principal place of business at 13101
Preston Road, Suite 100, Dallas, Texas 75240, and Millenium Holding Group, Inc., 12 Winding Road,
Henderson, Nevada 89052 ("Borrower"). Prior to closing and funding this loan, Millenium Holding Group, Inc.
will set up an escrow account at the title company at which the loan will close, for fees due Bankers Financial
Mortgage Group, Ltd. upon the actual funding of the loan.

1. Appointment.

The Borrower hereby authorizes Bankers, on a nonexclusive basis, to identify investors, underwriters, joint
venturers, lenders and/or guarantors
(collectively "Investors") interested in providing Financing (as defined below)
for the Borrower on terms acceptable to the Borrower and the Investors.

Bankers shall obtain information with respect to a specific project of Borrower to be secured by a loan on
Commercial Property located within the United States. Borrower shall complete FNMA Forms 1008, 1003 and
authorize Bankers to pull a credit report (collectively referred to as "Borrower's Data") and Bankers shall submit
such information to Investor.

Once a referral has been made by Bankers, it is agreed that the Bankers shall have no continuing role or part of
the negotiations or relationship between all Investors that Bankers identifies to the Borrower (apart from any
rights granted under section 2). Bankers shall submit the information provided by Borrower and will perform all
reasonable requests of Investor as they relate to Bankers. Investor may reject or accept any Loan Application at
its sole and complete discretion. Bankers shall be in no way liable for any decision of Investor.

Bankers shall be eligible to receive compensation set forth herein if (1) Borrower enters into a Commercial Loan
Contract with Investor within 180 days after Bankers submits Borrower's Data to Investor, and (2) the subject
loan closes thereafter.

Bankers is not now nor shall it ever be, an agent of the Borrower.

It is understood that Bankers is acting as a finder only, is not a licensed securities or real estate banker or dealer,
and shall have no authority to enter into any commitments on the Borrower's behalf or to negotiate the terms of
Financing, or to hold any Funds or securities in connection with Financing or to perform any act which would
require Bankers to become licensed as a securities or real estate banker or dealer.

2. Compensation.

If Financing is consummated within 180 days after termination of this Agreement, then Bankers shall be entitled to
a cash Fee as follows:

2% of the gross loan amount approved by Investor to Borrower.

"Financing", as used herein, shall mean all amounts furnished to or for the use of the Borrower with Investors
directed or introduced by, or through the efforts of, Bankers after the date of this Agreement.
3. Fees.

The fees due Bankers as set forth in Section 2 above shall be paid outside of closing through an escrow account
as described in the opening of this Agreement.

4. Publicity.

Neither party shall issue any press releases nor make any public statements regarding this Agreement without
prior written consent of the other party unless and until such disclosure is required by law or applicable regulation,
and then only to the extent of such requirement. Neither party will use the trademarks, service marks or logos of
the other party without the prior written consent of the other party.

5. Confidentiality.

5.1 Confidential information. "Confidential Information" means this Agreement and any non-public business or
technical information of either party, including without limitation, information relating to either party's product
plans, customers, designs, costs, products and services, prices and names, finances, marketing plans, business
opportunities, personnel, research, development or know-how that is designated by either party as "confidential"
or "proprietary."

5.2 Confidentiality Obligations. During the term of this Agreement and for a period of three (3) years following
any expiration or termination of this Agreement, each party agrees: (i) that it will not disclose to any third party or
use any Confidential Information disclosed to it by the other party except as expressly permitted in this
Agreement; and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential
Information of the other party in its possession or control, which will in no event be less than the measure it uses
to maintain the confidentiality of its own information of similar importance. Each party may disclose Confidential
Information of the other party: (a) pursuant to an order or regulation of the court, the Securities Exchange
Commission, any administrative agency, or other governmental body, provided that the receiving party gives
reasonable notice to the other party to contest such disclosure; (b) on a confidential basis to a party's legal or
financial advisors. Each party may also disclose the terms and conditions of this Agreement to a bona fide
purchaser of all or substantially all of either party's assets if such disclosure is part of a general due diligence
disclosure to such purchaser.

5.3 Exclusions. Confidential Information will no include information that: (i) is in or enters the public domain
without breach of this Agreement by the receiving party; (ii) the receiving party lawfully receives from a third
party without restriction on disclosure and without breach of nondisclosure obligation; or (iii) the receiving party
knew prior to receiving such information from the disclosing party, or (iv) the receiving party develops
independently without use or reference to the other party's Confidential Information.

6. Termination.

This Agreement will commence as of the Effective Date and will continue for one
(1) year unless earlier termination as provided herein.

This Agreement may be terminated at any time by either party by 30 days written notice to the other party in
accordance with the notice provisions listed in
Section 9, but such termination shall not affect the obligation of the Borrower
to pay Bankers' fee hereunder as to Financing consummated within 180 days after such termination with any
Investor directed or introduced by Bankers to the Borrower or through the efforts of Bankers prior to such
termination.

7. Accurate Information.

The Borrower hereby represents and warrants that all information provided Bankers pertaining to the Borrower
shall be true and correct; and the Borrower shall hold Bankers harmless from any and all liability, expenses or
claims arising from the disclosure or use of such information.

8. Applicable Law.

This Agreement is governed by and construed under the laws of the State of Texas and any action brought by
either party against the other party to enforce or interpret this Agreement shall be brought in an appropriate court
of such State. In the event of any such action, the prevailing party shall recover all costs and expenses thereof
including reasonable attorney's fees from the losing party.

9. Notices.

If to Borrower to:

Richard Ham, President
Millenium Holding Group, Inc.
12 Winding Road
Henderson, NV 89052

If to Bankers to:

              Gregory A. Wallace, Vice President               cc:   Greg Graham
              Bankers Financial Mortgage Group, Ltd.                 Black, Mann & Graham, L.L.P.
              13101 Preston Road, Suite 100                          17304 Preston Road, Suite 1200
              Dallas, TX 75240                                       Dallas, TX 75252




or at such other address for a party as shall be specified by like notice. Any notice, which is delivered personally,
telecopied or sent by overnight express in the manner provided in this section shall be deemed to have been duly
given to the party to whom it is addressed upon actual receipt by such party. Any notice which is addressed and
mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is
addressed at the close of business, local time of the recipient, on the third business day after it is so placed in the
mail.

10. Complete Understanding.

This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior
agreements and understanding, both written and oral, between the parties hereto with respect to the subject
matter.
11. Headings and Capitalized Terms.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of its provisions.

12. Successors and Assigns.

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties and their
respective successors and permitted assigns. Neither Bankers nor Borrower may assign their rights or delegate
their obligations under this Agreement without the prior written consent of the other.

13. Modification and Waiver.

None of the terms or conditions of this Agreement may be waived except in writing by the party, which is entitled
to the benefits thereof. No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by Bankers and Borrower. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute
it continuing waiver.

14. Invalid Provisions.

If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws by
any court of competent jurisdiction, such illegality, invalidity or unenforceability shall not affect the legality,
enforceability or validity of any other provisions or of the same provision as applied to any other fact or
circumstance and such illegal, unenforceable or invalid provision shall be modified to the minimum extent
necessary to make such provision legal, valid or enforceable, as the case may be.

If the foregoing correctly sets forth our Agreement, please sign and return the enclosed copy of this letter.

BANKERS FINANCIAL MORTGAGE GROUP, LTD.

BY:

NAME/TITLE: Gregory A. Wallace, VP

DATE: August 7, 2006

MILLENIUM HOLDING GROUP, INC.

BY:

NAME/TITLE: Richard Ham/President

DATE: August 7, 2006
EXHIBIT 31.1

                        CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                     PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
                                  RULES 13a-14 AND 15d-14
                                AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Millenium Holding Group, Inc. (the "Company") on Form 10-QSB
for the period ending June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Richard Ham, Chief Executive Officer and President of the Company, certify, pursuant to Rules
13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to ss.302 of the Sarbanes-
Oxley Act of 2002, that:

(1) I have reviewed the Report;

(2) Based upon my knowledge, the Report does not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light of the circumstances under which
such statements were made, not misleading;

(3) Based upon my knowledge, the financial statements, and other financial information included in the Report,
fairly present in all material respects the financial condition and results of operations of the Company, as of, and
for, the periods presented in the Report;

(4) I and the other certifying officers of the Company:

a. are responsible for establishing and maintaining disclosure controls and procedures for the Company;
b. have designed such disclosure controls and procedures to ensure that material information is made known to
us, particularly during the period in which the Report is being prepared;
c. have evaluated the effectiveness of the Company's disclosure controls and procedures within 90 days of the
date of the Report; and
d. have presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures
based on the required evaluation.

(5) I and the other certifying officers have disclosed to the Company's auditors and to the audit committee of the
board of directors (or persons fulfilling the equivalent function):

a. all significant deficiencies in the design or operation of internal controls (a pre-existing term relating to internal
controls regarding financial reporting) which could adversely affect the Company's ability to record, process,
summarize and report financial data and have identified for the Company's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in
the Company's internal controls.

(6) I and the other certifying officers have indicated in the Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

                                     /s/ Richard Ham
                                     -------------------------------------
                                     Richard Ham,
                                     Chief Executive Officer and President
                                     August 21, 2006
EXHIBIT 31.2

                        CERTIFICATION OF CHIEF FINANCIAL OFFICER
                     PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
                                  RULES 13a-14 AND 15d-14
                                AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Millenium Holding Group, Inc. (the "Company") on Form 10-QSB
for the period ending June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Richard Ham, Chief Financial Officer of the Company, certify, pursuant to Rules 13a-14 and
15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to ss.302 of the Sarbanes-Oxley Act of
2002, that:

(1) I have reviewed the Report;

(2) Based upon my knowledge, the Report does not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light of the circumstances under which
such statements were made, not misleading;

(3) Based upon my knowledge, the financial statements, and other financial information included in the Report,
fairly present in all material respects the financial condition and results of operations of the Company, as of, and
for, the periods presented in the Report;

(4) I and the other certifying officers of the Company:

a. are responsible for establishing and maintaining disclosure controls and procedures for the Company;
b. have designed such disclosure controls and procedures to ensure that material information is made known to
us, particularly during the period in which the Report is being prepared;
c. have evaluated the effectiveness of the Company's disclosure controls and procedures within 90 days of the
date of the Report; and
d. have presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures
based on the required evaluation.

(5) I and the other certifying officers have disclosed to the Company's auditors and to the audit committee of the
board of directors (or persons fulfilling the equivalent function):

a. all significant deficiencies in the design or operation of internal controls (a pre-existing term relating to internal
controls regarding financial reporting) which could adversely affect the Company's ability to record, process,
summarize and report financial data and have identified for the Company's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in
the Company's internal controls.

(6) I and the other certifying officers have indicated in the Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

                                      /s/ Richard Ham
                                      -----------------------------------
                                      Richard Ham
                                      Chief Financial Officer
                                      August 21, 2006
EXHIBIT 32

                                      CERTIFICATION PURSUANT TO
                                         18 U.S.C. SECTION 1350,
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Millenium Holding Group Inc. (the "Company") on Form 10-QSB for
the period ending June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Richard Ham, Chief Executive Officer and President and Chief Financial Officer of the Company,
respectively certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act
of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result
of operations of the Company.

                                    /s/ Richard Ham,
                                    -------------------------------------
                                    Chief Executive Officer and President
                                    and Chief Financial Officer
                                    August 21, 2006

								
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