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    SERVICE
AGREEMENT

    


    This
Service Agreement (the “Agreement”) made as of August 1, 2009 (the “Effective
Date”) by and between Ventiv Commercial Services, LLC, a New Jersey limited
liability company (“Ventiv) and Millennium Biotechnologies, Inc.
(“Client”).  Ventiv and Client may each be referred to herein as a
“Party” and collectively, the “Parties”.

    


    RECITALS

    


    A.           Ventiv,
a provider of outsourced sales, marketing and strategic consulting solutions to
the pharmaceutical industry, offers a wide range of services and offerings to
clients in the pharmaceutical arena.

    


    B.           Client
hereby engages Ventiv, and Ventiv hereby accepts such engagement, to provide
certain services (as Client’s exclusive provide of such services), as set forth
herein.

    


    1.           The
Services; Exclusivity

    


    (a)           A
detailed description of the services (the “Services”) to be provided by Ventiv
to Client is set forth in Exhibit A attached hereto and made a part
hereof.   The Services shall be provided by Ventiv’s Advanced
Insights (AI) division and may be referred to by the Parties as the “Resurgix
Project”.

    


    (b)           Client
agrees that during the Term, Ventiv shall be Client’s exclusive provider of the
Services to the segments and sectors (as defined in this Agreement), unless
Ventiv specifically authorizes Client, in writing, to retain a third party
service provider to provide services within these sectors and
segments.  In addition, in the event Ventiv terminates this Agreement
(pursuant to Section 12(c) or 12(d) hereof) prior to the end of the Term or
Client terminates this Agreement pursuant to Section 12 (d), Client may not,
prior to August 1, 2012, directly or indirectly retain a third party to provide
the same or similar services as those set forth in Exhibit A without Ventiv’s
prior written consent, which may be withheld by Ventiv in its sole and absolute
discretion.  In the event either: (i) Ventiv terminates this Agreement
without cause (pursuant to Section 12(b)) prior to the end of the Term, or (ii)
Client terminates this Agreement (pursuant to Section 12 (c) or (e)) prior to
the end of the Term, the exclusivity provided to Ventiv in this Section 1(b)
shall terminate and Client may retain any third party to provide the same or
similar services as those set forth in Exhibit A without Ventiv’s prior written
consent. Client understands and agrees that this exclusivity provision has been
negotiated by the Parties, is a material term of this Agreement, and that Ventiv
would not enter into this Agreement and provide the Services on the terms and
conditions set forth herein without the Parties having reached mutual agreement
concerning this exclusivity provision.  As used herein, “indirectly”
shall mean that Client shall not circumvent the spirit and intent of this
restriction by attempting to accomplish indirectly what it is otherwise
restricted from doing directly.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           Representations
of the Parties

    


    (a)           Ventiv
represents that:

    


    (i)           it
shall perform the Services in a professional, workmanlike manner and in
accordance with those specifications which Ventiv and Client agree to (in
writing), any timelines agreed upon (in writing), and all applicable laws, rules
and regulations.

    


    (ii)          it
shall maintain in full force and effect all necessary licenses, permits,
approvals (or waivers) and authorizations required by law to carry out its
respective obligations under this Service Agreement.

    


    (iii)         the
execution, delivery and performance of this Service Agreement by Ventiv and the
consummation of the transaction contemplated has been duly authorized by all
requisite corporate action; that the Service Agreement constitutes the legal,
valid, and binding obligation of Ventiv, enforceable in accordance with its
terms (except to the extent enforcement is limited by bankruptcy, insolvency,
reorganization or other laws affecting creditors’ rights generally and by
general principles of equity); and that this Service Agreement and performance
hereunder does not violate or constitute a breach under any organizational
document of Ventiv or any contract, other form of agreement, or judgment or
order to which Ventiv is a party or by which it is bound.

    


    
      	
               
      

            	
              (b)

            	
              Client
      represents that:

            


    

    


    (i)           The
Services shall be provided in furtherance of the marketing and promotion of
Client’s over the counter product, Resurgex® (the
“Product”).  Client’s trademarks, trade names and trade dress relating
to its Product do not infringe on any intellectual property or product marketing
rights of any other person or entity.  Client further represents and
warrants that the promotion of the Product does not infringe on any intellectual
property or product marketing rights of any other person or entity.

    


    (ii)          the
execution, delivery and performance of this Service Agreement by Client and the
consummation of the transaction contemplated has been duly authorized by all
requisite corporate action; that the Service Agreement constitutes the legal,
valid, and binding obligation of Client, enforceable in accordance with its
terms (except to the extent enforcement is limited by bankruptcy, insolvency,
reorganization or other laws affecting creditors’ rights generally and by
general principles of equity); and that this Service Agreement and performance
hereunder does not violate or constitute a breach under any organizational
document of Client or any contract, other form of agreement, or judgment or
order to which Client is a party or by which it is bound.

    


    (iii)         set
forth herein are Client’s responsibilities and obligations in connection with
the Services to be provided by Ventiv hereunder.  Client will act in
good faith to provide Ventiv with the necessary materials and assistance
required to enable Ventiv to perform the Services.



    
      
         


      

      
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    (iv)         the
Services being provided by Ventiv are in furtherance of Client’s program of
marketing and promoting the Product and as such, Client is responsible for
ensuring, and further, Client represents and warrants, that the Client program
being implemented by Ventiv pursuant to the terms hereof adheres to all state
and federal laws, rules and regulations.

    


    3.           Independent
Contractors; Ventiv
Personnel

    


    (a)           Ventiv
and its directors, officers, employees and any persons providing services under
the Service Agreement are at all times independent contractors with respect to
Client.  Persons provided by Ventiv to perform Services shall not be
deemed employees of Client.  Neither this Service Agreement nor the
Services to be rendered hereunder shall for any purpose whatsoever or in any way
or manner create any employer-employee relationship with Ventiv, its directors,
officers, employees and any persons providing Services under the Service
Agreement.

    


    (b)           Ventiv
is, and at all times shall remain, solely responsible for the human resource and
performance management functions of all Ventiv personnel provided to perform the
Services.  Ventiv shall be solely responsible and liable for all
disciplinary, probationary and termination actions taken by it, and for the
formulation, content and dissemination of all employment policies and rules
(including written disciplinary, probationary and termination policies)
applicable to its employees, agents and contractors (individually, a “Ventiv
Employee” and collectively, “Ventiv Employees”).  Ventiv shall obtain
and maintain worker’s compensation insurance and other insurances required for
Ventiv Employees performing the Services and acknowledges that Client does not,
and shall not obtain or maintain such insurances, all of which shall be Ventiv’s
sole responsibility.

    


    4.           Compensation

    


    In consideration for Ventiv’s provision
of the Services, Client shall pay Ventiv the fees and costs as set forth in
Exhibit C attached hereto and made a part hereof
(the “Fees”). 

    


    5.           Confidentiality

     

    (a)           During
the performance of the Services contemplated by this Service Agreement, each
Party may learn confidential, proprietary, and/or trade secret information of
the other Party (“Confidential Information”).   The Party
disclosing Confidential Information shall be referred to as the “Disclosing
Party” and the Party receiving Confidential Information shall be referred to as
the “Receiving Party.”

     

    (b)           Confidential
Information means any information, unknown to the general public, which is
disclosed or created by the Disclosing Party to the Receiving Party under this
Service Agreement.   Confidential Information includes, without
limitation, the terms set forth in this  Service Agreement, technical,
trade secret, commercial and financial information about either Party’s (i)
research or development; (ii) marketing plans or techniques, contacts, vendors
or customers; (iii) organization or operations; (iv) business development plans
(i.e., licensing, supply, acquisitions, divestitures or combined marketing); (v)
products, processes, methodologies, licenses, trademarks, patents, other types
of intellectual property or any other contractual rights or interests (including
without limitation processes, procedures and business practices involving trade
secrets or special know-how) and (vi) in the case of Ventiv, the names and work
assignments of the Ventiv Employees.  The Receiving Party shall not
use or disclose Confidential Information from the Disclosing Party for any
purpose other than in furtherance of the Services and as specifically allowed by
this Service Agreement.


    
      
         


      

      
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    (c)           Upon
the expiration or termination of this  Service Agreement, the
Receiving Party shall return to the Disclosing Party all tangible forms of
Confidential Information, including any and all copies and/or derivatives of
Confidential Information made by either Party or their employees as well as any
writings, drawings, specifications, manuals or other printed or electronically
stored material based on or derived from, Confidential Information, except that
Receiving Party may retain one (1) copy for monitoring ongoing obligations
hereunder.   Any material or media not subject to return must be
destroyed.  The Receiving Party shall not disclose to third parties
any Confidential Information or any reports, recommendations, conclusions or
other results of work under this Service Agreement without prior consent of
an officer of the Disclosing Party.  The obligations set forth in this
Section 5, including the obligations of confidentiality and non-use shall be
continuing and shall survive the expiration or termination of this Service
Agreement and will continue for a period of three (3) years thereafter.

     

    (d)             The
obligations of confidentiality and non-use set forth herein shall not apply to
the following: (i) Confidential Information at or after such time that it is or
becomes publicly available through no fault of the Receiving Party; (ii)
Confidential Information that is already independently known to the Receiving
Party as shown by prior written records; (iii) Confidential Information at or
after such time that it is disclosed to the Receiving Party by a third party
with the legal right to do so; (iv) Confidential Information required to be
disclosed pursuant to judicial process, court order or administrative request,
provided that the Receiving Party shall so notify the Disclosing Party
sufficiently prior to disclosing such Confidential Information as to permit the
Disclosing Party to seek a protective order.

     

    6.          Prior Service
Agreement

     

    This Agreement supersedes all prior
service agreements between the parties hereto.  No compensation shall
be due and payable to Ventiv under any such prior service agreement with the
exception of amounts due and payable under that certain promissory note dated
August 3, 2007 as amended on February 27, 2009 and as further amended by
separate agreement between the parties hereto as of the date
hereof.

     

    
      	
              7.

            	
              Intellectual Property;
      Ownership

            


    

    


    (a)           Except
as set forth in Sections 6(b) and (c) below, all documents, materials, reports
and deliverables provided by Ventiv to Client pursuant hereto whether or not
patentable, copyrightable, or susceptible to any other form of legal protection
which are made, conceived, reduced to practice or authored by Ventiv, or
Ventiv’s employees, representatives or agents (if any) as a result of the
performance of Services, or which are derived from use or possession of Client’s
Confidential Information (collectively, the “Deliverables”) shall be the sole
and exclusive property of Client.  Each Deliverable constituting an
original work shall be considered a work made for hire under applicable
copyright laws. Subject to Section 6(b) and (c) below, Ventiv hereby assigns and
agrees to assign to Client all right, title and interest in all worldwide
intellectual property rights in the Deliverables, including without limitation,
patents, copyrights, trade secrets, know-how and comparable rights under all
applicable laws.


    
      
         


      

      
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    (b)           Notwithstanding
anything to the contrary set forth herein, to the extent any Deliverable or work
made for hire include Ventiv’s concepts, ideas, models, know-how, software,
methodologies, technology, techniques, procedures, management tools, workshops,
manuals, macros, data files, inventions, and other intellectual capital and
property that Ventiv has developed, created or acquired prior to, in the course
of, or independent of performing Services under this Agreement (the “Ventiv
Materials”), Ventiv shall retain exclusive ownership in such Ventiv
Materials.  Ventiv hereby grants Client a non-exclusive,
non-transferable, royalty-free right and license, for it to use the Ventiv
Materials solely in connection with its use of the Deliverables created by
Ventiv in connection with the Services.

    


    (c)           Notwithstanding
the foregoing or anything to the contrary in this Agreement:

    


    (i)           Ventiv
will convey only the intellectual property rights necessary for Client to use
the Deliverables.

    


    (ii)          Ventiv
Materials shall remain the sole and exclusive proprietary property of Ventiv,
and Client shall not have or acquire any right, claim title or interest in or to
any of Ventiv Materials except as set forth in this Agreement.

    


    (iii)         Client
shall not own any methodologies in working with and analyzing data, software,
templates and graphical or tabular approaches to presenting analysis developed
by Ventiv as a part of producing a Deliverable.

    


    8.           Restrictions
on
Solicitation

    


    Neither
Party may solicit the employees of the other Party to become employees of, or
consultants to, the other Party during the Term of this Service Agreement and
for a one year period following the termination of this Service
Agreement.  The provisions of Section 7 shall not apply with respect
to either Party’s employees or independent contractors who seek employment from
the other Party on their own initiative, such as, but not limited to, in
response to a Party’s general vacancy announcement or
advertisement.

    


    
      	
              9.

            	
              Indemnification

            


    

    


    (a)           Ventiv
shall indemnify and hold Client, its officers, directors, agents and employees
harmless from and defend them against any
and all third party liabilities, losses, proceedings, suits, actions, damages,
claims or expenses of any kind, including court costs and reasonable attorneys’
fees which are caused by: (i) any grossly negligent or willful acts or omissions by Ventiv, its agents, directors,
officers, or employees, and (ii) any material breach of this Service Agreement
by Ventiv, its agents, directors, officers or employees.



    
      
         


      

      
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    (b)             Client
shall indemnify and hold Ventiv, its officers, directors, agents, and employees
harmless from and defend them against any
and all third party liabilities, losses, proceedings, suits, actions, damages,
claims or expenses of any kind, including court costs and reasonable attorneys’
fees which are caused by: (i) any grossly negligent or willful acts or
omissions  by Client, its agents,
directors, officers or employees, (ii) any material breach of this Service
Agreement by Client, its agents, directors, officers, or employees, (iii) any
product liability claims relating to Client’s products, whether arising out of
warranty, negligence, strict liability (including manufacturing, design, warning
or instruction claims) or any other product based statutory claim; (iv) any
intellectual property infringement claims relating to the Product and any
trademarks owned by or licensed to Client, and (v) all time charges and expenses
(including reasonable attorneys’ fees) incurred in connection with any subpoena,
discovery demand or other directive having the force of law or any governmental
inquiry served upon Ventiv or its agents, directors, offers or employees that
relates to Client, Client’s business or the Product. 

     

    (c)             Any
indemnity available hereunder shall be dependent upon the Party seeking
indemnity providing prompt notice to the indemnitor of any claim or lawsuit
giving rise to the indemnity provided, however, that failure to comply with this
notice requirement shall not reduce the indemnitor’s indemnification obligation
except to the extent that the indemnitor is prejudiced as a
result.  Thereafter, the indemnitor shall have control over the
handling of the claim or lawsuit, and the indemnitee shall provide reasonable
assistance to the indemnitor in defending the claim.  The indemnitee
may participate, at its own cost, in the handling of the claim.

     

    10.          Limitation of
Liability

     

    Notwithstanding
anything to the contrary set forth herein, Ventiv shall not be liable with
respect to any subject matter of this Service Agreement under any contract,
tort, negligence, strict liability, breach of warranty (express or implied) or
other theory for any indirect, incidental, special, exemplary, punitive,
exemplary or consequential damages, nor for any loss of revenues or loss of
profits, even if advised of the possibility of such damages.  In addition,
the total liability of Ventiv to Client for direct damages resulting from the
performance of the services set forth in this Agreement shall be limited to the
total fees actually paid by Client to Ventiv during the six (6) month period
immediately preceding the event giving rise to the claim(s).

    


    11.          Customer Contract
Administration

    


    (a)           Notwithstanding
anything to the contrary set forth herein, Client is, and at all times shall
remain responsible for all decisions regarding marketing strategies, pricing
strategies, sales decisions, negotiation strategies and tactics, and terms and
conditions of sale with any third party.  Client understands and
agrees that Ventiv shall suggest certain strategies and methodologies; however
all decisions with respect to the marketing, promotion, pricing and sale of
Client’s products is and at all times shall remain with Client.

    


    (b)           Ventiv
has no responsibility for the execution or administrative management of any
contract with a third party (even if negotiated by Ventiv on behalf of Client)
and Ventiv has no responsibility or liability for errors or omissions in the
administration, processing, adjudication, or settlement of any Client contract
with any third party direct or indirect customers, vendors, suppliers or
contractors. Ventiv has no role or responsibility in connection with any
litigation, arbitration or settlement of any dispute that may arise between
Client and its customer(s) regarding any contract or contractual terms and
conditions (including product performance schedules and associated financial
liabilities of Client or its customer[s]).


    
      
         


      

      
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    12.          Term and Termination

    


    (a)           The
Service Agreement shall be in effect as of the Effective Date and shall remain
in effect until the third anniversary of the date Ventiv commences performance
of the Services (the “Term”).  Although this Service Agreement shall
be in effect as of August 1, 2009, the Parties understand and agree that Ventiv
shall not commence provision of the Services until it receives the “Good Faith
Payment” and the ensuing “Initial Payment” (both as defined in Exhibit C) from
Client.  Ventiv shall send Client written confirmation (e-mail is
acceptable) of the date it receives the Initial Payment and commences provision
of the Services (the “Commencement Date”).  The period from the
Commencement Date through the day prior to the first anniversary of the
Commencement Date shall be referred to herein as “Year One”.  The
period from the first anniversary of the Commencement Date and continuing
through the day prior to the second anniversary of the Commencement Date shall
be referred to herein as “Year Two” and the period from the second anniversary
of the Commencement Date through the day prior to the third anniversary of the
Commencement Date shall be referred to herein as “Year Three”.

    


    (b)           This
Service Agreement may be terminated by Ventiv, with or without cause by Ventiv
giving Client prior written notice of termination.

     

    (c)           This
Service Agreement may be terminated by either party in the event of a material
breach of this Agreement by the other party (including but not limited to
Client’s failure to pay Ventiv any amounts due (as set forth in Exhibit C) and
such breach has not been cured within five (5) days of receipt of written notice
of such breach.

     

    (d)            This
Service Agreement may be terminated by either party in the event there is a
change in applicable laws, rules or regulations resulting in a good faith belief
that provision of the Services are no longer permitted or
practicable.

     

    (e)           This
Service Agreement may be terminated by Client giving Ventiv thirty (30) days
prior written notice in the event:

     

    (i)           the
Company has not received legitimate purchase orders or “Commitment Volume
Targets” for a minimum of 1,500,000 8.5 oz. units (or equivalent) of Resurgex by
December 31, 2009, in accordance with the promotion strategy agreed to by the
parties and assuming good faith efforts by both parties to secure and fulfill
said orders in a timely manner.  As set forth above, Commitment Volume
Target means an order in process which results in a firm deliverable commitment
by March 1, 2010.

     

    (ii)          the
Company has not received legitimate purchase orders or “Commitment Volume
Targets” for a minimum of 3,000,000 8.5 oz. units (or equivalent) of Resurgex by
March 1, 2010, in accordance with the promotion strategy agreed to by the
parties and assuming good faith efforts by both parties to secure and fulfill
said orders in a timely manner.  As set forth above, Commitment Volume
Target means an order in process which results in a firm deliverable commitment
by May 1, 2010.


    
      
         


      

      
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    (iii)         gross
annual unit volume (8.5oz equivalents) of Resurgex resulting from Ventiv’s
performance of the Services during Year One are less than 10 million;
or

     

    (iv)         gross
annual unit volume (8.5oz equivalents) of Resurgex resulting from Ventiv’s
performance of the Services during Year Two are less than 16 million;
or

     

    (v)          gross
annual unit volume (8.5 oz equivalents) of Resurgex resulting from Ventiv’s
performance of the Services during Year Three are less than 27
million.

     

    (f)           Upon
the effective date of such termination, the Parties shall have no further
obligation to each other (other than those set forth in Sections 4,
5, 6, 7, 8, 9, 10 and 11(c)), except that Client shall pay
Ventiv all compensation due (as set forth in Exhibit B attached hereto) through
the actual date of termination.  In addition, Client shall be
responsible for all non-cancelable expenses and costs incurred by Ventiv in
connection with its provision of the Services.  In addition, in the
event Ventiv terminates this Agreement for any reason (other than a “no cause”
termination pursuant to Section 11(b) above), Client shall be obligated to
continue to pay Ventiv the Gross Proceeds Payments, as set forth in detail in
Exhibit C, Section III

     

    13.          Miscellaneous

    


    (a)           Record Keeping/Audit
Rights.  Millennium, on behalf of itself and its parent,
Millennium Biotechnologies Group, Inc. (“MBG”) shall each keep full and accurate
records and accounts of all its activities in connection with this Agreement,
including reasonable substantiation of all calculations used to determine
payments to Ventiv for services provided and expenses incurred in connection
with this Agreement and the services to be rendered by Ventiv pursuant
hereto.  During the Term and for one (1) year thereafter, Ventiv may,
upon three (3) days’ notice, review and copy Millennium and MBG’s books,
records, documentation, materials, payroll records, systems, processes and
accounting practices as they pertain to the services rendered by Ventiv to
Millennium and MBG, the Original Loan Documents, this Agreement, all Gross
Proceeds Payments (as defined in Exhibit C), all documentation used to determine
and calculate same, and all information and documentation used to calculate
gross annual unit volume (8.5 oz equivalents) of Resurgex.  Millennium
and MBG shall maintain such records in accordance with generally accepted
accounting principles, if applicable, and in such a manner as may be
audited.  Millennium and MBG shall make such records, including all
supporting documents, available for review and copying at its
premises.

     

    (b)           Each
Party undertakes to maintain appropriate insurance in commercially reasonable
amounts with financially capable carriers.  Each Party shall name the
other Party as an additional insured on all liability insurance
coverage.  Upon written request, each Party will provide the other
with evidence of coverage complying with this Section.

     

     (c)          Neither
Ventiv nor Client may assign this Agreement or any of its rights, duties or
obligations hereunder without the other Party’s prior written consent, provided,
however, that either Ventiv or Client may assign its rights, duties and
obligations as part of an acquisition of Ventiv or Client, as the case may be,
so long as the acquirer (i) is a financially capable business entity and (ii)
expressly assumes in writing those rights, duties and obligations under this
Agreement and this Agreement itself, and (iii) is not a competitor of the other
Party.

     


    
      
         


      

      
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    (d)           This
Agreement shall be construed according to the laws of the State of New Jersey and any action brought by either
Ventiv or Client in connection with this Agreement shall be brought in the state
or federal courts located in the State of New
Jersey.

    


    (e)           Noncompliance
with the obligations of this Service Agreement due to a state of force majeure,
the laws or regulations of any government, regulatory or judicial authority,
war, civil commotion, destruction of facilities and materials, fire, flood,
earthquake or storm, labor disturbances, shortage of materials, failure of
public utilities or common carriers, and any other causes beyond the reasonable
control of the applicable Party, shall not constitute a breach of
contract.

    


    (f)           If
any provision of this Service Agreement is finally declared or found to be
illegal or unenforceable by a court of competent jurisdiction, both parties
shall be relieved of all obligations arising under such provision, but, if
capable of performance, the remainder of this  Service Agreement shall
not be affected by such declaration or finding.

     

    (g)           This
Service Agreement supersedes all prior arrangements and understandings between
Parties related to the subject matter hereof.  This Service Agreement,
including any attachments or exhibits entered into hereunder, contains all of
the terms and conditions of the agreement between the parties and constitutes
the complete understanding of the parties with respect thereto.  No
modification, extension or release from any provision hereof shall be affected
by mutual agreement, acknowledgment, acceptance of contract documents, or
otherwise, unless the same shall be in writing signed by the other Party and
specifically described as an amendment or extension of this Service
Agreement.

     

     (h)          The
form and content of any public announcement to be made by one Party regarding
this Service Agreement, or the subject matter contained herein, shall be subject
to the prior written consent of the other Party (which consent may not be
unreasonably withheld), except as may be required by applicable law, in which
event the other Party shall endeavor to give the other Party reasonable advance
notice and review of any such disclosure.

     

    (i)           This
Service Agreement may be executed in any number of counterparts, each of which,
when executed, shall be deemed to be an original and all of which together shall
constitute one and the same document.

     

    (j)           Any
notices required or permitted under this Service Agreement shall be given in
person or sent by first class, certified mail to:


    
      
         


      

      
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              To
      Client:

               

              Address:

               

               

               

            	
              To
      Ventiv

               

              Address:

              Ventiv
      Commercial Services, LLC

              500
      Atrium Drive

              Somerset,
      New Jersey 08873

            
	 
      	 
      
	
              Attention:                                

               

              Fax:

            	
              Attention: Terrell G.
      Herring

               

              Fax:

            
	
               

              Copy
      To:

               

            	
               

              Copy
      To:

               

              David
      S. Blatteis

              Norris,
      McLaughlin & Marcus, P.A.

              721
      Route 202-206

              P.O.
      Box 5933

              Bridgewater,
      NJ 08807-5933

            


    

    


    or to
such other address or to such other person as may be designated by written
notice given from time to time during the term of this Service Agreement by one
Party to the other.

     

    (k)           Each
of the Parties shall do, execute and perform and shall procure to be done and
perform all such further acts deeds documents and things as the other Party may
reasonably require from time to time to give full effect to the terms of this
Service Agreement.

    


    WHEREFORE,
the parties hereto have caused this Service Agreement to be executed by their
duly authorized representatives.


    


    
      
        
          	
                  MILLENNIUM BIOTECHNOLOGIES, INC.

                	 	
                  VENTIV
      COMMERCIAL SERVICES, LLC

                
	 
      	 
      	 	 
      	 
      
	
                  By:

                	
                  /s/ Mark C. Mirken

                	 	
                  By:

                	
                  /s/ Michael P. Ryan

                
	
                  Name:  Mark
      C. Mirken

                	 	
                  Name:  Michael
      P. Ryan

                
	
                  Title:  Chief Executive Officer

                	 	
                  Title:  CFO,
      Ventiv Commercial Services
LLC

                


        

      

    


    
      
         


      

      
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    EXHIBIT
A

    THE
SERVICES

    


    Ventiv
shall provide Client with two (2) experienced personnel (National Account
Managers or NAMs) contracted to Ventiv through its Advanced Insights, Managed
Markets Access practice to represent Client to targeted entities within the Long
Term Care (LTC) market sector (as defined in (H) below and further clarified in
Exhibit E).

    


    
      	
              A)

            	
              The
      general objective for the NAMs is to represent Client’s interests in an
      effort to secure reviews and account consideration of Client’s clinical
      and economic information as it applies to one or more non-prescription
      medical food products (specifically, Resurgex and any line extensions
      launched during the Term) with the goal of securing purchase agreements
      with and availability to patients within the targeted
      entities.  The Parties understand and agree that Ventiv makes no
      representations or warranties with respect to its ability to achieve any
      program goal set forth herein. The initial work plan is attached as
      Exhibit D.

            


    

    


    
      	
              B)

            	
              Ventiv
      will further seek to achieve the most favorable level of availability and
      endorsement / recommendations available within the constraints of the
      target’s medical and nutritional guidelines and standard medical care
      guidelines.

            


    

    


    
      	
              C)

            	
              Client
      and Ventiv shall review performance of the NAM team and decide upon
      continuation, cessation, or changes in composition of the NAM team every
      quarter.  Client understands and agrees to use best efforts to
      accept Ventiv’s recommendations concerning the composition of the NAM
      team.

            


    

    


    
      	
              D)

            	
              The
      NAMs shall maintain a minimum weekly report to Client on specific accounts
      contacted, progress towards objectives, issues and
      opportunities.  The form and depth of such reporting shall be by
      mutual agreement.

            


    

    


    
      	
              E)

            	
              The
      NAMs shall report to a senior member of Ventiv AI Managed Markets
      Access.

            


    

    


    
      	
              F)

            	
              AI
      designates and the Client shall meet on a monthly basis to assess progress
      towards objectives.

            


    

    


    
      	
              G)

            	
              The
      NAMs shall not have the authority to sign any account documents or
      commitments on behalf of Client, unless such authority is specifically
      granted by Client.

            


    

    


    
      	
              H)

            	
              The
      (LTC) sector is defined as entities such as Skilled Nursing, Extended Care
      or Assisted Living facilities and entities that act as purchasing,
      contracting coalitions or groups, and certain service providers for
      same.  See Exhibit E for a more detailed sector
      segmentation

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    EXHIBIT
B

    CLIENT
OBLIGATIONS

     

    
      	
              A)

            	
              At
      Client’s sole cost and expense, Client shall provide Ventiv and its NAMs
      with the following:

            


    

    


    i.     all
available and necessary product information and training,

    


    ii.    marketing
materials and intended message,

    


    iii.   contractual
and / or purchasing agreement terms, conditions and parameters,

    


    iv.   product
samples,

    


    v.    any
internal Client forms or required templates

    


    
      	
              B)

            	
              Client
      shall use best efforts to consummate sales of its Product to targeted
      entities identified by Ventiv.

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    EXHIBIT
C

    COMPENSATION

    


    
      	
              I. 

            	
              FIXED
      FEES

            


    

    


    A) For
each NAM:         Fifteen Thousand
Dollars ($15,000) per month

    


    B) For
ongoing strategic consulting and tactical project management:  Five
Thousand Dollars ($5,000.00) per month

    


    
      	
              II. 

            	
              PASS-THROUGH
      EXPENSES

            


    

    


    In
addition to the Fixed Fees set forth in Section I above, certain expenses will
be charged to Client on a pass-through basis, at actual cost incurred with no
mark-up.  Pass-through expenses incurred by Ventiv in a given month
will be reflected in Ventiv’s monthly invoice for services
rendered.  Pass through expenses include:

    


    
      	
               
      

            	
              -

            	
              office,
      telecommunications, business travel costs and
  expenses

            


    

    
      	
               
      

            	
              -

            	
              NAM
      bonus (plus employer portion of taxes) (the performance objectives
      pursuant to which the NAMs may receive a bonus shall be agreed upon by the
      parties in an expeditious manner)

            


    

    


    
      	
              III. 

            	
              PERFORMANCE
      FEES

            


    

    


    Client
shall pay Ventiv twenty-five (25%) percent of the gross proceeds received by
Client from all sales transactions entered into by Client in connection with
Ventiv’s provision of the services set forth herein (the “Gross Proceeds
Payment”) less: (a) the actual costs incurred by Client in connection with the
manufacture of the Product (including cost of goods, shipping costs and cost of
damaged goods, but excluding labor costs and other overhead costs and expenses
not directly and exclusively attributable to Ventiv services provided pursuant
hereto), (b) customer discounts, rebates and chargebacks, and (c) fees and
expenses  paid to Ventiv as set forth in Section I of this Exhibit C. 
Client shall continue to make payments pursuant to this Section III of Exhibit C
of the Agreement until such time as the total of the Gross Proceeds Payments
pursuant to this Section is Two Million Dollars ($2,000,000.00).

     

    
      	
              IV. 

            	
              PAYMENT
      SCHEDULE

            


    

    


    As
pre-payment of Fixed Fees and estimated Pass-Through Costs to be incurred during
the initial six month period of the Term, Client shall pay $250,000 to Ventiv of
which ($50,000) (the “Good Faith Payment”) has been paid as of the date hereof,
and the balance of $200,000 (the “Initial Payment”) shall be paid on or before
October 30, 2009.  Ventiv shall have no obligation to commence
provision of the services until it receives the Good Faith Payment and reserves
the right to cease provision of the services if the Initial Payment is not
received by the deadline set forth above.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    (B)  On
a monthly basis, Ventiv shall provide Client with an invoice/statement
reflecting the associated Fixed Fees and Pass-Through Expenses incurred and
drawn down upon by Ventiv for services rendered and expenses incurred in such
month, the remaining balance of the Initial Payment, and projections for fees
and expenses to be incurred and projected remaining balance for the following
month (the “Projected Balance”).


    


    (C)  When
an invoice/statement from Ventiv reflects that the Projected Balance is Fifty
Thousand Dollars ($50,000) or less, Client shall pay Ventiv an additional Two
Hundred Fifty Thousand Dollars ($250,000), within fifteen (15) days of the date
of such invoice.  The process of Client paying Ventiv an additional
$250,000 when Ventiv’s invoice/statement reflects a Projected Balance of $50,000
or less (and in advance of Ventiv’s provision of the Services) shall continue
throughout the Term.  In the event a $250,000 payment is not received
by Ventiv within fifteen (15) days of the date of an invoice/statement
reflecting a Projected Balance of $50,000 or less, Ventiv may (in its sole and
absolute discretion) terminate this Agreement and cease provision of
Services.



    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    EXHIBIT
D

    LAUNCH
PLAN

    


    The first
six months will focus on managing the issues, barriers and opportunities for
establishing Resurgex as a customer preferred and recognized premium nutritional
supplement to the Senior Care Marketplace defined as those elderly residents
residing in: Post Acute, Extended Care, Assisted Living and Skilled Nursing
Facilities. During the first six months, priority 1 customers will be identified
and relationships will be established with key decision makers. Clinical
presentations will be made to all necessary healthcare professionals who consult
and influence decisions made on preferred product choice. Contracts will be
initiated for immediate purchase and distribution of Resurgex.

    


    The
issues, barriers and opportunities are as follows:

    
      	
              ·

            	
              LTC
      Institutional Nutritional Market potential (Sales and Market Share
      segmented by customer class)

            


    

    
      	
              ·

            	
              Reimbursement
      procedures and possible barriers

            


    

    
      	
              ·

            	
              Patient
      flow by customer class

            


    

    
      	
              ·

            	
              Key
      Institutional Decision Makers

            


    

    
      	
              ·

            	
              Institutional
      formulary process by customer class

            


    

    
      	
              ·

            	
              Competitive
      pricing structure

            


    

    
      	
              ·

            	
              Optimal
      contracting scenarios by customer
class

            


    

    
      	
              ·

            	
              Identification
      of customer viewed Resurgex  product
    differentiation

            


    

    
      	
              ·

            	
              Identification
      of the need or necessity for a disease state and educational product
      programs

            


    

    
      	
              ·

            	
              Partnerships
      and Alliances

            


    

    
      	
              ·

            	
              Marketing
      Initiatives

            


    

     

    RECOMMENDED
ROLLOUT AND DELIVERABLE DATES:

    
      	
              ·

            	
              LTC
      Customer Market Research (Months 1 and
2)

            


    

    
      	
               
      

            	
              o

            	
              Customer
      Insight Meetings (telephonic and in
person)

            


    

    
      	
               
      

            	
              §

            	
              Skilled
      Nursing Facility Owners

            


    

    
      	
               
      

            	
              ·

            	
              Corporate
      VP Nutrition and Dietary Services

            


    

    
      	
               
      

            	
              ·

            	
              Corporate
      VP Clinical Services

            


    

    
      	
               
      

            	
              ·

            	
              Corporate
      VP Pharmacy Services

            


    

    
      	
               
      

            	
              ·

            	
              Facility
      Administrator

            


    

    
      	
               
      

            	
              ·

            	
              Facility
      Director of Nursing

            


    

    
      	
               
      

            	
              ·

            	
              Facility
      Director of Dietary Services

            


    

    
      	
               
      

            	
              ·

            	
              MDS
      Coordinators

            


    

    
      	
               
      

            	
              ·

            	
              Intake
      Coordinators

            


    

    
      	
               
      

            	
              ·

            	
              Care
      Plan Team

            


    

    
      	
               
      

            	
              §

            	
              Assisted
      Living Facility Owners

            


    

    
      	
               
      

            	
              ·

            	
              Corporate
      VP Nutrition and Dietary Services

            


    

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              ·

            	
              Corporate
      VP Clinical Services

            


    

    
      	
               
      

            	
              ·

            	
              Corporate
      VP Pharmacy Services

            


    

    
      	
               
      

            	
              ·

            	
              Facility
      Administrator

            


    

    
      	
               
      

            	
              ·

            	
              Facility
      Director of Nursing

            


    

    
      	
               
      

            	
              ·

            	
              Facility
      Director of Dietary Services

            


    

    
      	
               
      

            	
              §

            	
              National
      LTC Pharmacy Provider

            


    

    
      	
               
      

            	
              ·

            	
              VP
      Pharmaco-Therapeutics

            


    

    
      	
               
      

            	
              ·

            	
              VP
      Purchasing/Contracting

            


    

    
      	
               
      

            	
              §

            	
              Regional  LTC
      Pharmacy Provider Chem RX

            


    

    
      	
               
      

            	
              ·

            	
              VP
      Pharmaco-Therapeutics

            


    

    
      	
               
      

            	
              ·

            	
              VP
      Purchasing/Contracting

            


    

    
      	
               
      

            	
              §

            	
              LTC
      GPO (MHA , Geri Med and  Innovatix
)

            


    

    
      	
               
      

            	
              ·

            	
              VP
      Pharmaco-Therapeutics

            


    

    
      	
               
      

            	
              ·

            	
              VP
      Purchasing/Contracting

            


    

    
      	
               
      

            	
              §

            	
              Specialty
      distribution and food service companies (HD Smith,
  Sysco)

            


    

    
      	
               
      

            	
              ·

            	
              Corporate
      VP Nutrition and Dietary Services

            


    

    
      	
               
      

            	
              ·

            	
              Corporate
      VP Clinical Services

            


    

     

    
      	
              ·

            	
              LTC
      Customer/Account Development  (Months 2 though
  6)

            


    

    
      	
               
      

            	
              o

            	
              Prioritization
      of customers by class

            


    

    
      	
               
      

            	
              §

            	
              Development
      of criteria and identification of Priority 1 and 2 customer target lists
      (months 1)

            


    

    
      	
               
      

            	
              §

            	
              Initial
      customer contacts in Priority 1 targets (Months 2 to
  6)

            


    

    
      	
               
      

            	
              §

            	
              Attendance
      at Key association meetings

            


    

    
      	
               
      

            	
              §

            	
              Initial
      customer contacts in Priority 2 targets (Months 5 and
  on)

            


    

    
      	
               
      

            	
              o

            	
              Clinical
      Support:

            


    

    
      	
               
      

            	
              §

            	
              Establish
      / Coordinate Clinical review of products (provide clinical
      comparisons/data)

            


    

    
      	
               
      

            	
              §

            	
              Establish
      / Coordinate clinical evaluation of products (provide samples as
      needed)

            


    

    
      	
               
      

            	
              §

            	
              Gain
      commitment from each group to do clinical evaluations in 1-5 flagship
      SNFs

            


    

    
      	
               
      

            	
              §

            	
              Work
      with flagship SNFs – Administrators, in-take, dietary,
    DONs.

            


    

    
      	
               
      

            	
              §

            	
              Work
      with key flagship SNF Medical Directors for support of
      evaluation/outcome

            


    

    
      	
               
      

            	
              o

            	
              Contracting:

            


    

    
      	
               
      

            	
              §

            	
              Gather
      competitive pricing and rebate information by
  segment

            


    

    
      	
               
      

            	
              §

            	
              Gather
      competitive terms, conditions, shipping, delivery,
  returns

            


    

    
      	
               
      

            	
              §

            	
              Determine
      types of contracts in place and current
  distribution

            


    

    
      	
               
      

            	
              §

            	
              Determine
      length of contract currently in place – establish time
    lines

            


    

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              §

            	
              Determine
      utilization of different products

            


    

    
      	
               
      

            	
              §

            	
              Establish
      need to open current contracts for competitive
  bid

            


    

    
      	
               
      

            	
              §

            	
              Respond
      to invitation to contract with specific pricing, terms, conditions,
      etc.

            


    

    
      
        	
              	
                §

              	
                Negotiate
      contract pricing, terms and
conditions

              


      

    

    
      	
               
      

            	
              §

            	
              Coordinate
      loading of pricing/product codes with
  distributors

            


    

    
      	
               
      

            	
              §

            	
              Establish
      format/timeline for “in-servicing” facility
  staff

            


    

    
      	
               
      

            	
              §

            	
              Implement
      protocol for product switch on intake/care plan
  development

            


    

    
      	
               
      

            	
              §

            	
              Work
      with MDS coordinators on proper coding/billing for
      reimbursement

            


    

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    EXHIBIT
E

    RESURGEX
MARKET SEGMENTATION

    


    According
to the American Healthcare Association, in December 2008, there were 1,410,900
residents that occupied a total of 1,668,895 beds in skilled nursing home
facilities throughout the United States. During the same period of time, there
were approximately 1.1 million assisted living facility beds in the United
States.

    


    During
the institutional launch of Resurgex, inVentiv will be responsible for
approximately 67% or 1 million of SKF beds and 67% or approximately 740,000 ALF
beds in the United States.

    


    This
Market segmentation for inVentiv will include the following:

    


    
      	
               
      

            	
              1.

            	
              The
      top 50 Skilled nursing home chains by bed
size

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      top 25 assisted living facility chains by bed
  size

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      entire senior care reach of the top four LTC GPO companies (Geri-Med, MHA,
      Innovatix, Tidewater). This reach may include additional SKF chains and
      ALF chains not mentioned in segment 1 and 2 above. Examples
      of  GPO customers would include the
  following:

            


    

     

    
      	
               
      

            	
              ·

            	
              Skilled
      Nursing Facilities

            


    

    
      	
               
      

            	
              ·

            	
              Assisted
      Living Facilities

            


    

    
      	
               
      

            	
              ·

            	
              Developmentally
      Disabled

            


    

    
      	
               
      

            	
              ·

            	
              Intermediate
      Care

            


    

    
      	
               
      

            	
              ·

            	
              Alzheimer’s
      Care

            


    

    
      	
               
      

            	
              ·

            	
              Rehabilitation

            


    

    
      	
               
      

            	
              ·

            	
              Adult
      Day Care

            


    

    
      	
               
      

            	
              ·

            	
              Hospice

            


    

     

    
      	
               
      

            	
              4.

            	
              The
      top 20 Long Term Care Pharmacy Providers (e.g. Omnicare, Pharmerica,
      Kindred, ChemRx, etc.).  This reach may include additional SKF
      chains and ALF chains not mentioned in segment 1 and 2 above. Examples
      of  GPO customers would include the
  following:

            


    

     

    
      	
               
      

            	
              ·

            	
              Skilled
      Nursing Facilities

            


    

    
      	
               
      

            	
              ·

            	
              Assisted
      Living Facilities

            


    

    
      	
               
      

            	
              ·

            	
              Developmentally
      Disabled

            


    

    
      	
               
      

            	
              ·

            	
              Intermediate
      Care

            


    

    
      	
               
      

            	
              ·

            	
              Alzheimer’s
      Care

            


    

    
      	
               
      

            	
              ·

            	
              Rehabilitation

            


    

    
      	
               
      

            	
              ·

            	
              Adult
      Day Care

            


    

    
      	
               
      

            	
              ·

            	
              Hospice

            


    

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              5.

            	
              Major
      national and regionally owned Food Service Distributors that contract with
      LTC Facilities listed above. Examples would be Sysco, Ben E Keith,
      Aramark, etc

            


    

     

    
      	
               
      

            	
              6.

            	
              Major
      Long Term Care PBMs. Examples would be
  Medlliance

            


    

     

    DEFINITION OF MARKET
SEGMENTS:

     

    A nursing
home, convalescent home, Skilled Nursing Unit (SNU), or rest home provides a
type of residence care:  it is a place of residence for people who
require constant nursing care and have significant deficiencies with activities
of daily living (ADL).  Residents include the aged and younger adults
with physical or mental disabilities.  Eligible adults 18 or older can
stay in a skilled nursing facility to receive physical, occupational, and other
rehabilitative therapies following an accident or illness.

     

    Assisted
living residences or assisted living facilities (ALFs) provide supervision or
assistance with (ADLs); coordination of services by external health care
providers; and monitoring of resident activities to help to ensure their health,
safety, and well-being. Assistance may include the administration or supervision
of medication, or personal care services provided by a trained staff person.
Assisted living as it exists today emerged in the 1990's as an eldercare
alternative on the continuum of care for people, normally seniors, who cannot
live independently in a private residence, but who do not need the 24-hour
medical care provided by a nursing home. Assisted living is a philosophy of care
and services promoting independence and dignity.

    
       

      In the
United States, a group purchasing organization (or GPO) is an entity that is
created to leverage the purchasing power of a group of businesses to obtain
discounts from vendors and suppliers based on the collective buying power of the
GPO members.  Members participate based on their purchasing needs and
their level of confidence in what should be competitive pricing negotiated by
their GPOs

    

    
       

      A
foodservice distributor (for purposes of this discussion) is a company that
provides food and non-food products to restaurants, cafeterias, industrial
caterers, hospitals and nursing homes.


    


    
      
         


      

      
        19