Unit Note
No. ____     

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE, AND ARE ISSUED IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS OR BLUE SKY LAWS.  NOTWITHSTANDING THE FOREGOING,
THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.

     

    
      	
              $100,000.00

            	
              As
      of November__, 2009

            


    

     

    SECURED
PROMISSORY NOTE

     

    FOR VALUE
RECEIVED, the undersigned, Millennium Biotechnologies Group, Inc., (“Debtor”) hereby promises to
pay to the order of ________________ (“Holder”), at
_______________________________________________ (or such other place as Holder
may direct from time to time), in lawful money of the United States of America
and in immediately available funds, the principal amount of One Hundred Thousand
Dollars ($100,000.00) and all accrued interest thereon on ____________ (30
months from the date hereof or on the date of a Declaration of Default) (the
“Maturity
Date”).  The Debtor may not prepay any portion of this Note
without the prior consent of the Holder.

     

    This Note
is one of a series of similar notes (the “Unit Notes”) issued pursuant
to a private placement of the Debtor’s securities offered pursuant to a
Subscription Agreement and Investment Letter dated October 2, 2009, as amended
on October 21, 2009 (“Subscription Agreement”), all
of which Notes are secured by a first lien and security interest in all of the
assets of the Debtor and Millennium Biotechnologies, Inc. (the “Guarantor”), pursuant to the
terms of a security agreement between the Debtor, the Guarantor and the
Collateral Agent on behalf of the Unit Note Holders (“Security
Agreement”).  The Holder of this Note, by acceptance of this
Note, and the holders of the other Unit Notes, by their acceptance of such Unit
Notes, have designated Ken Sadowsky, Leon Frenkel and Seahorse Enterprises LLC
(i) as the Unit Note representative (the “Unit Note Representative”),
for purposes of declaring a default (and enforcement of all rights) under this
Note and the other Unit Notes; and (ii) as Collateral Agent under the terms of
the Security Agreement.

     

    Interest.  Interest
shall be computed on the unpaid principal amount at the per annum rate of twelve
percent (12%); provided, in the event of the Declaration of Default as defined
hereunder, the principal balance shall bear interest from the date of such
Declaration until the date of actual payment at the per annum rate of seventeen
percent (17%).  All interest payable hereunder shall be computed on
the basis of actual days elapsed and a year of 360 days.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.           Amortization.  No
payments shall be due hereunder (unless payment is accelerated in the event of a
Declaration of Default) until ______________ (the first business day of the
calendar quarter following 18 months from the date hereof referred to herein as
the “First Quarterly Payment
Date”).  Fixed quarterly installment payments (“Quarterly Installment
Payments”) in the amount of $25,372 each shall commence on the First
Quarterly Payment Date and shall be due on the first business day of each
calendar quarter thereafter until the Maturity Date, on which all remaining
principal and accrued interest shall be due and payable in
full.  Quarterly Installment Payments shall be applied first against
accrued interest and then against the outstanding principal
balance.

     

    2.           Guaranty.  Payment
in full of this Note in accordance with its terms is guaranteed by the
Guarantor.

     

    3.           Representations and
Warranties.

     

    (a)           Organization;
Authority.  Debtor is duly organized and validly existing under
the laws of the jurisdiction of its organization and has all the requisite power
and authority to execute, deliver and perform the transactions contemplated by
this Note.  This Note constitutes the legal, valid and binding
obligations of the Debtor and is enforceable against it in accordance with the
terms hereof.

     

    (b)           Consents;
Conflicts.  The execution and delivery of this Note by the
Debtor as contemplated hereby will not (i) require any consent authorization or
approval of or filing with any governmental entity or third party  or
(ii) result in any violation of, be in conflict with or constitute a default
under, the charter or by-laws of any of the Debtor, or any law, statute,
regulation, ordinance, judgment, decree or order, or any material contract,
agreement, instrument to which any of the Debtor is a party or by which it is
bound.

     

    4.           Default.

     

    (a)           Events of
Default.  The occurrence or existence of any one or more of the
following events are referred to herein individually as an “Event of Default”,
and collectively as “Events of Default”:

    


       (i)       
 the Debtor fails to pay any Quarterly Installment Payment or other payment
required hereunder within five (5) business days following the due date
thereof;

    


      (ii)       
any representation, warranty or statement of fact made by the Debtor in this
Note shall when made or deemed made be false or misleading in any material
respect;

     

     (iii)       
Debtor or Guarantor dissolves or suspends or discontinues doing business or
becomes unable, or admits in writing its inability, to pay its debts as they
mature;

     

     (iv)       
Debtor or Guarantor makes an assignment for the benefit of creditors, makes or
sends notice of a bulk transfer or calls a meeting of its creditors or principal
creditors in connection with a moratorium or adjustment of the indebtedness due
to them;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (v)           a
case or proceeding under the bankruptcy laws of the United States of America now
or hereafter in effect or under any insolvency, reorganization, receivership,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction now or hereafter in effect (whether at law or in equity) is filed
against a Debtor or Guarantor or all or any part of their properties and such
petition or application is not dismissed within thirty (30) days after the date
of its filing or Debtor or Guarantor shall file any answer admitting or not
contesting such petition or application or indicates its consent to,
acquiescence in or approval of, any such action or proceeding or the relief
requested is granted sooner;

     

    (vi)          a
case or proceeding under the bankruptcy laws of the United States of America now
or hereafter in effect or under any insolvency, reorganization, receivership,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction now or hereafter in effect (whether at a law or equity) is filed by
Debtor or Guarantor or for all or any part of their property; or

     

    (vii)         the
Debtor shall within six months from the Final Closing Date (as that term is
defined in the Subscription Agreement) fail to amend its certificate of
incorporation to either increase the number of shares of common stock it is
authorized to issue, or reverse split the number of shares of common stock
currently outstanding in order that it will have reserved a sufficient number of
shares of common stock for issuance upon conversion of the Debtor’s Series E and
Series F Preferred Stock.

    


    (b)           Declaration of
Default.  Following the occurrence of an Event of Default,
the  Unit Note Representative, upon a vote or written instruction of
holders of Unit Notes representing the majority in dollar amount of the
outstanding principal balance of all Unit Notes, shall declare the Unit Notes to
be in default by serving on the Debtor a Declaration of Default in which event
the entire principal balance, together with accrued interest, shall be
immediately due and payable.  The Unit Note Representative is
designated on behalf of the Holder and on behalf of all other Unit Note Holders
to pursue such action or enforcement procedures as it shall deem appropriate to
enforce the rights of the Unit Note Holders under the Unit Notes and the
Security Agreement.

    


    5.           Miscellaneous.

     

    (a)           Amendments,
Etc.  No amendment, modification, termination or waiver of any
provision of this Note, and no consent to any departure by the Debtor here from,
shall in any event be effective unless the same shall be in writing and signed
by Holder, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

     

    (b)           Other
Rights.  No failure to exercise, and no delay in exercising on
the part of Holder of, any right, power or privilege under this Note shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.  The rights and remedies of Holder herein
provided are cumulative and not exclusive of any rights or remedies provided by
law.

     

    (c)           Binding Effect; Successors
and Assigns.  This Note and the terms, covenants and conditions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, except that the Debtor shall not have
the right to assign or transfer this Note or its rights or obligations hereunder
or any interest herein without the prior written consent of
Holder.


    
      
         


      

      
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    (d)           Governing
Law.  This Note shall be a contract made under and governed by,
and construed in accordance with, the laws of the State of Delaware, without
regard to conflict of laws principles.  All obligations of the Debtor
and rights of Holder expressed herein shall be in addition to and not in
limitation of those provided by applicable law.

     

    (e)           Maximum Interest
Rate.  This Note is subject to the express condition that at no
time shall the Debtor be obligated or required to pay interest on the principal
balance at a rate which would subject Holder to either civil or criminal
liability as a result of being in excess of the maximum rate which the Debtor
are permitted by law to contract or agree to pay.  If by the terms of
this Note the Debtor is at any time required or obligated to pay interest on the
principal balance at a rate in excess of such maximum rate, the rate of interest
under this Note shall be deemed to be immediately reduced to such maximum rate
and interest payable hereunder shall be computed at such maximum rate and the
portion of all prior interest payments in excess of such maximum rate shall be
applied and shall be deemed to have been payments in reduction of the principal
balance.

     

    (f)           Notices.  All
notices and other communications provided to any party hereto under this Note
shall be in writing (including telex or facsimile) and addressed or delivered to
such party at its address set forth herein:

     

    
      
        	
                If
      to Holder:

              	
                _____________________

              
	 
      	
                _____________________

              
	 
      	
                _____________________

              
	 
      	
                _____________________

              
	 
      	 
      
	
                If
      to the Debtor and/or

              	
                Millennium
      Biotechnologies Group, Inc.

              
	
                Guarantor:

              	
                665
      Martinsville Road, Suite 219

              
	 
      	
                Basking
      Ridge, NJ 07920

              
	 
      	
                Attn:  President

              
	 
      	 
      
	 
      	
                Millennium
      Biotechnologies, Inc.

              
	 
      	
                665
      Martinsville Road, Suite 219

              
	 
      	
                Basking
      Ridge, NJ 07920

              
	 
      	
                Attn:  President

              
	 
      	 
      
	
                with
      a copy to:

              	
                Silverman
      Sclar Shin & Byrne PLLC

              
	 
      	
                381
      Park Avenue South, 16th
      Floor

              
	 
      	
                New
      York, NY 10016

              
	 
      	
                Attn:  Peter
      R. Silverman

              


      

    

    


    or at
such other address as may be designated by such party from time to time in a
notice complying with the terms of this section.  Any notice shall be
deemed given upon receipt.

    


    (g)          Severability.  Wherever
possible, each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law.  Any provision of this
Note that is prohibited by, unenforceable or invalid in any jurisdiction shall,
as to such jurisdiction, be ineffective only to the extent of such prohibition,
unenforceability or invalidity, without invalidating the remainder of such
provisions of this Note or affecting the validity or enforceability of such
provision in any other jurisdiction.


    
      
         


      

      
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    (h)          Captions.  Section
captions used in this Note are for convenience of reference only and shall not
affect the construction of this Note.

     

    (i)           Counterparts.  This
Note may be executed in any number of counterparts, each of which shall be
deemed an original, but all such counterparts shall together constitute but one
and the same Note.

     

    (j)           WAIVER OF JURY
TRIAL.  THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS NOTE, AND AGREE THAT ANY SUCH
ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY; THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER ENTERING INTO
THIS NOTE.

     

     [signature
page follows]


    
      
         


      

      
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    IN WITNESS WHEREOF, the Company has
caused this Note to be duly executed as of the date first written
above.

    


    
      
        
          
            	
                    Millennium
      Biotechnologies Group, Inc.

                  
	 
	
                    By: 

                  	
                      

                  
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    

    


    Guaranty

    


    The undersigned hereby guarantees
payment in full of the foregoing Note in accordance with its terms.

    


    
      
        
          	 
      	
                  Millennium
      Biotechnologies, Inc.

                
	 
      	 
      
	 
      	
                  By: 

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title: