Execution
Version

     

    SECOND AMENDMENT
TO

     

    SECURITY AGREEMENTS AND
CONVERTIBLE  PROMISSORY NOTE

     

    THIS
SECOND AMENDMENT TO SECURITY AGREEMENTS AND CONVERTIBLE PROMISSORY NOTE (this
“Amendment”) is effective as of the 1st day of August, 2009 (the “Effective
Date”) and made by and among MILLENNIUM BIOTECHNOLOGIES, INC., a Delaware
corporation having a place of business at 665 Martinsville Road, Suite 219,
Basking Ridge, New Jersey 07920 (“Millennium”); MILLENNIUM BIOTECHNOLOGIES
GROUP, INC., a Delaware corporation also having a place of business at 665
Martinsville Road, Suite 219, Basking Ridge, New Jersey 07920 (“MBG”) and VENTIV COMMERCIAL
SERVICES, LLC, a New Jersey limited liability company having a place of business
at 200 Cottontail Lane, Somerset, New Jersey 08873 (“Ventiv”).

    


    WITNESSETH:

     

    WHEREAS, Millennium is
currently obligated to Ventiv pursuant to that certain Convertible Promissory
Note in the original principal amount of $2,710,563.00 dated August 3, 2007 as
amended by a first amendment to security agreements and convertible promissory
note dated February 27, 2009 (the “Note”), which Note was given to memorialize
and structure certain monetary obligations of Millennium to Ventiv for services
rendered pursuant to that certain Service Agreement between Millennium and
Ventiv dated as of April 1, 2006, as amended by that certain First Amendment to
Service Agreement dated August 7, 2007 (such agreement, as so amended, the
“Existing Service Agreement”);

    


    WHEREAS, as security for the
Note, Millennium and Ventiv entered into that certain Security Agreement dated
August 3, 2007 as amended by a first amendment dated February 27, 2009 (the
“Millennium Security Agreement”) whereby Millennium granted Ventiv a security
interest in certain collateral owned by Millennium (the “Millennium
Collateral”);

    


    WHEREAS, as further security
for the Note, on August 8, 2007 Millennium’s parent entity MBG executed a
continuing guarantee (the “MBG Guarantee”) of Millennium’s obligations under the
Note;

    


    WHEREAS, as further security
for the Note, and as security of MBG’s obligations under the MBG Guarantee, MBG
and Ventiv entered into that certain Security Agreement also dated August 3,
2007 (the “MBG Security Agreement” and together with the Millennium Security
Agreement, the “Security Agreements”) whereby MBG granted Ventiv a security
interest in certain collateral owned by MBG;

    


    WHEREAS, Millennium
represents, warrants and covenants that it is offering to accredited investors
up to 75 units of its securities at a unit purchase price of $100,000 (the
“Offering”), each unit to include a secured senior note by Millennium in the
amount of $100,000 (the “Unit Notes”);


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    WHEREAS, concurrently with
this Agreement, Millennium and Ventiv are entering into a new Service Agreement
(the “New Service Agreement”) which shall replace and supersede the Existing
Service Agreement between the parties;

    


    WHEREAS, the parties mutually
desire to further amend the Note, and the Security Agreements in accordance with
the terms and conditions contained herein.

    


    NOW, THEREFORE, in
consideration of the mutual covenants and premises contained in this Amendment,
the parties hereby agree as follows:

    


    1.      Estoppel.  Millennium
and MBG (collectively, the “Millennium Parties”) each jointly and severally
represent, warrant to Ventiv and agree as Follows:

     

    1.1.           That
the Note, the Security Agreements, and the MBG Guarantee (collectively, the
“Original Loan Documents”) are in full force and effect and have not been
modified;

    


    1.2.           The
Millennium Parties have duly authorized, executed and delivered to Ventiv this
Amendment and the Original Loan Documents to which each is a
party.  The Original Loan Documents and this Amendment constitute
valid and binding obligations of each of the Millennium Parties that is a party
thereto, enforceable against such party(ies) in accordance with their respective
terms;

    


    1.3.           That
neither Millennium nor MBG have any offset, defense or counterclaim with respect
to any of their respective obligations under the Existing Service Agreement or
any of the Original Loan Documents (any such offset, defense or counterclaim as
may now exist being hereby irrevocably waived by the Millennium
Parties);

    


    1.4.           That
the Security Agreements create in favor of Ventiv a valid security interest and
lien with respect to the Collateral (as such term is defined in the Security
Agreements) which security interest and lien shall be released no sooner than
ninety (90) days after the Final Payment Date (as such term is defined below) is
received and negotiated by Ventiv;

    


    1.5.           That
the MBG Security Agreement creates in favor of Ventiv a valid security interest
and lien with respect to the Collateral (as such term is defined in the MBG
Security Agreement);

    


    1.6.           The
MBG Guarantee constitutes a valid and binding guarantee of MBG of the prompt and
full repayment by Millennium to Ventiv of the Note in accordance with its
terms.

    


    1.7.           That
the Millennium Parties hereby irrevocably and forever release and discharge
Ventiv and its successors and assigns, of and from any and all liability,
claims, cross-claims, demands, actions or causes of action whether presently
known or unknown arising prior to the date hereof or in any way relating to the
Original Loan Documents (as amended).

    


    1.8.           That,
except in connection with the Offering or as otherwise agreed to in writing by
Ventiv (in it sole and absolute discretion), the Millennium Parties shall not
(in any manner) hereafter lien or encumber any sales or revenue received or to
be received by the Millennium Parties or Ventiv as a result of the Resurgex
Project and/or Resurgex Service Agreement.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    1.9.           That
the representations and warranties contained in the Security Agreements are true
and accurate and not misleading in any material respect as of the Effective
Date, such representations being incorporated herein as if set forth herein at
length.

    


    2.      Ratification.        The
Millennium Parties hereby each ratify, confirm and reaffirm in all respects and
without condition, all of the terms, covenants and conditions set forth in the
Original Loan Documents as expressly modified hereby, and hereby each
acknowledge and agree that, after giving effect to this Amendment, each remains
liable to Ventiv in accordance with the respective terms, covenant and
conditions of such Original Loan Documents.

     

    3.      Restructuring
and Repayment of the
Note.         The parties
agree to restructure the terms of the Note as follows:

     

    3.1.      Amendments to Note and
Security Agreement.   The Note and Security Agreements are
hereby amended as follows:

     

    3.1.1        One
Hundred Ten Thousand ($110,000) Dollars shall be paid in cash to Ventiv by
Millennium on or before October 30, 2009 (the “Initial
Payment”).  Upon Ventiv’s receipt of the Initial Payment:

     

    (a) the
principal balance together with accrued interest due and owing under the Note
shall be reduced to Four Hundred Thousand ($400,000) Dollars of which One
Hundred Fifty Thousand ($150,000) Dollars shall be paid in cash on or before
February 1, 2010; and the remaining balance of Two Hundred and Fifty Thousand
($250,000) Dollars shall be paid in cash on or before June 1, 2010 (the “Final
Payment Date”).  No interest shall accrue regarding such payments, and
upon receipt in full of such payments aggregating $400,000 (on or before the
Final Payment Date), the Note shall be fully paid and
satisfied.  Notwithstanding anything to the contrary set forth above,
in the event Ventiv does not receive $400,000 by the Final Payment Date, the
outstanding balance shall accrue interest at the rate of ten percent (10%) per
annum, compounded monthly, from the Final Payment Date until the principal shall
be paid in full.

     

    (b)  Section
3, Section 4 and Section 6.3.2 of the first amendment to the Note dated February
27, 2009 shall be of no further force or effect; and

     

    (c) Ventiv
shall execute a subordination agreement with the holders of the Unit Notes, in
the form annexed hereto subordinating payment under the Note to the Unit Notes
inclusive of all Unit Notes sold or to be sold in the Offering.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    3.1.2        
Contemporaneous with Ventiv’s receipt of the Initial Payment, and in exchange
for the reduction of the Note as set forth in Section 3.1.1 above, MBG shall
issue to Ventiv that certain Warrant to purchase Five Million (5,000,000) shares
of MBG’s common stock (the “Warrant Stock”) which shall provide Ventiv with an
option to purchase all or any portion of the Warrant Stock at any time(s) over a
ten (10) year period at a purchase price of $0.20 per share of Warrant
Stock.  Ventiv has been advised that MBG may not have a sufficient
number of authorized shares of common stock reserved to cover the exercise of
the Warrant Stock and accordingly, MBG in order to increase the number of shares
authorized for issuance under its corporate charter, or alternatively to reverse
split the number of shares of commons stock outstanding, will hold a meeting of
its stockholders to amend its corporate charter within 120 days from the date
hereof.  MBG hereby represents, warrants and covenants that it shall
take any and all action required to provide for a sufficient number authorized
shares of common stock to be reserved to cover the exercise of the Warrant Stock
by Ventiv.

     

    
      4    
Miscellaneous.

    

     

    4.1          Status of Original Loan
Documents.  Except as expressly set forth herein, nothing
herein is intended, nor shall it be construed, to amend, supplement or otherwise
modify any of the parties’ other rights, duties and obligations pursuant to the
Original Loan Documents, all of which remain in full force and
effect.

     

    
      4.2                 
Attorney Review; Payment of
Fees.

    

     

    4.2.1      
Millennium hereby acknowledges that it has been given a full and fair
opportunity to review this Amendment and all other agreements, documents and
other information referenced herein with an attorney of its choosing, after
being afforded an opportunity and recommendation to do so by
Ventiv.

     

    4.2.2    
  Millennium acknowledges that by reason of Millennium’s inability
repay the Note in accordance with the Original Loan Documents, Ventiv has
incurred (and will incur) counsel fees and related costs and expenses in
connection with the preparation, negotiation, execution and delivery of this
Amendment.  Millennium understands that Ventiv has engaged the firm of
Norris, McLaughlin & Marcus, P.A. (“NMM”) to perform such
services.  In that regard, Millennium shall upon execution of this
Amendment pay the fees, costs and expenses of such firm in connection therewith
in an amount not to exceed Five Thousand Dollars ($5,000.00).  Ventiv
shall provide Millennium with an invoice of such legal fees within forty-five
(45) days of the date hereof and Millennium shall pay Ventiv within fifteen (15)
days of its receipt of such invoice.  Any failure by Millennium to pay
such invoice same shall be considered an Event of Default under the
Note.

     

    4.3          Further
Assurances.  Each party hereto agrees to execute, acknowledge
and deliver such further instruments, and to do all such other acts, as may be
reasonably necessary or appropriate in order to carry out the purposes and
intent of this Amendment.

     

    4.4                  Waiver.  The
waiver by either party of a breach of any provisions contained herein shall be
in writing and shall in no way be construed as a waiver of any succeeding breach
of such provision or the waiver of the provision itself.

     

    4.5                 
Counterparts.  This
Amendment may be executed in multiple counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.  If this Amendment is executed in counterparts, no
signatory hereto shall be bound unless and until each of the parties named below
shall have duly executed or caused to be duly executed a counterpart of this
Amendment.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    4.6                 
Entire
Agreement.  This Amendment, the Original Loan Documents (as
modified by this Amendment) contain the entire agreement of the parties
regarding the subject matter hereof and supersedes all prior agreements,
understandings and negotiations regarding same.

     

    Signature
page follows


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day
and year first written above.

    


    
      
        	
                MILLENNIUM
      BIOTECHNOLOGIES,

                INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Mark C. Mirken

              
	 
      	
                Name:  Mark
      C. Mirken

              
	 
      	
                Title:  Chief
      Executive Officer

              
	 
      	 
      
	
                MILLENNIUM
      BIOTECHNOLOGIES

                GROUP,
      INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Mark C. Mirken

              
	 
      	
                Name:  Mark
      C. Mirken

              
	 
      	
                Title:  Chief
      Executive Officer

              
	 
      	 
      
	
                VENTIV
      COMMERCIAL SERVICES, LLC

              
	 
      	 
      
	
                By:

              	
                /s/ Michael P. Ryan

              
	 
      	
                Name:  Michael
      P. Ryan

              
	 
      	
                Title:  CFO,
      Ventiv Commercial Services
LLC

              


      

    


    
      
         


      

      
        6