Letter of Cancellation of Consulting and Asset Purchase Agreements between Millenium Holding Group, Inc. and Camden Holdings, Inc.

Summary

Millenium Holding Group, Inc. notifies Camden Holdings, Inc. of the cancellation of their Consulting Agreement and an Asset and License Purchase Agreement due to Camden's failure to meet specified performance criteria. Millenium demands the return of 505,051 shares of its common stock and offers to issue 90,000 restricted shares in exchange for Camden's $45,000 investment. The letter sets a deadline for compliance and warns of potential legal action if the demands are not met.

EX-10.1 2 ex10-1.txt LETTER OF CANCELLATION OF CONSULTING AGREEMENT Exhibit 10.1 MILLENIUM HOLDING GROUP, INC. 12 Winding Road Henderson, NV 89052 Tel: (702) 492-7721 Fax: (702) 492-7728 June 4, 2004 Mark Anderson Camden Holdings, Inc. 9595 Wilshire Boulevard, #510 Beverly Hills, CA 90210 Via US Mail; Via Fax: 310 ###-###-####; and Via e-mail: ***@*** and ***@*** RE: Cancellations of Consulting Agreement, U.S. Probe Agreement and Return of Stock Dear Sir: This letter is your notice that Millenium Holding Group, Inc. is canceling the Consulting Agreement between our companies dated November 18th, 2003 and demands the return of 505,051 shares of free trading common stock of the Company evidenced by certificate 7686. You have failed to perform under the terms of the Agreement in that you have not introduced the Company to acquisition candidates that had "no negative cash flow, valuation of at least two million dollars, and no outstanding debt, and no material litigation". Additionally, Millenium is also canceling the Asset and License Purchase Agreement executed as of March 29, 2004. U.S. Probe has no value and it does not meet the criteria set forth above. You have invested $45,000.00 in Millenium and I am causing to have issued 90,000 shares of our common stock restricted pursuant to Rule 144. It is not now my intention to discuss the other misrepresentations and false statements made by you during the past few months or the difficulties your activities and/or lack of activity have caused Millenium. I will sign a release upon receipt of the 505,051 common shares. Failure on your part to comply with the enclosed demand by 5:00 PM PDT on Tuesday June 8, 2004 will leave me no alternative but to pursue all legal remedies that may be available. Sincerely, MILLENIUM HOLDING GROUP, INC. BY: /s/ Richard L. Ham ------------------------- Richard L. Ham President cc: Carl Ranno, General Counsel