NUMBER

            	
              SHARES

            
	 
      	 
      
	__________________ 
      	__________________ 
      


    

    


    MILLENNIUM
BIOTECHNOLOGIES GROUP, INC.

    incorporated
under the laws of the state of delaware

    


    SERIES
E CONVERTIBLE PREFERRED STOCK

    


    THIS
CERTIFIES THAT  __________________________________________________________
is the record holder of _________________________ FULLY PAID AND NON-ASSESSABLE
SHARES OF SERIES E CONVERTIBLE PREFERRED STOCK, $1.00 PAR VALUE, OF MILLENNIUM BIOTECHNOLOGIES
GROUP, INC. (the “Corporation”), transferable on the books of the
Corporation in person or by attorney upon surrender of this certificate duly
endorsed or assigned.  This certificate and the shares represented
hereby are subject to the laws of the State of Delaware, and to the Amended and
Restated Certificate of Incorporation (the “Certificate of Incorporation”), the
Certificate of
Designation of Rights, Preferences and Limitations of Series E Convertible
Preferred Stock and Series F Convertible Preferred Stock (the “Certificate of
Designations”) and
the By-Laws of the Corporation, as now or hereafter amended, to all of which the
holder of this certificate, by acceptance hereof, assents. THE SECURITIES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT") AND CANNOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN
EXEMPTION THEREFROM, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
REASONABLE SATISFACTION OF THE CORPORATION.  The shares
represented by this certificate are convertible into shares of Common Stock of
the Corporation in the manner and upon the occurrence of certain events as set
forth in the Certificate of Designations.  The powers, preferences,
rights, limitations and restrictions of the Series E Convertible Preferred Stock
are set forth in the Certificate of Designation which has been filed with the
Secretary of State of the State of Delaware, a copy of which is on file at the
office of the Corporation.  The Corporation shall furnish without
charge to the record holder of this certificate upon written request by such
holder, copies of the Certificate of Designations, the Certificate of
Incorporation and the By-Laws, as well as the document or documents setting
forth the powers, preferences and rights of each of the other classes of the
Corporation's stock or series thereof and the qualifications, limitations or
restrictions of such preferences or such rights.  This certificate is
not valid unless signed by its respective officers as set forth
below.

    


    Dated:                                    , 2009

    


    [CORPORATE
SEAL]

    


    
      
        
          
            	 
      	 
      	 
      
	
                    Frank
      Guarino,

                  	 
      	
                    Mark
      Mirken,

                  
	
                    Chief
      Financial Officer

                  	 
      	
                    Chief
      Executive
Officer

                  


          

        

      

    


    
      
         


      

      
        Page
1 of 2 Pages

        
          

        

      

      
         


      

    


    The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     

    
      	
              TEN
      COM

            	
              as
      tenants in common

            	
              UNIF
      GIFT MIN ACT _______________________________

            
	
              TEN
      ENT

            	
              as
      tenants by the entireties

            	
              (Cust)          
                          
      (Minor)

            
	
              JT
      WROS

            	
              as
      joint tenants with right

            	
              under
      Uniform Gifts to Minor Act ______________________

            
	 
      	
              of
      survivorship and not as

            	
              (State)

            
	 
      	
              tenants
      in common

            	 
      


    

     

    Additional
abbreviations may also be used though not in the above list.

     

    For value
received, ___________________________________________________________________________________________
hereby sell(s), assign(s) and transfer(s) unto

     

    PLEASE
INSERT SOCIAL SECURITY

    OR OTHER
IDENTIFYING NUMBER

             OF
ASSIGNEE

    
      
        
          
            
              
                	
                            

                      	 
      	
                          

                      


              

            

          

        

      

    

    
       

      
        

      

      (Please
print or typewrite name and address including postal zip code of
assignee)

    

    
       

      
        

      


      
        

      

    

     

    ______________________________________________________________________________________ Shares
of the Series E Convertible Preferred Stock represented by the within
Certificate, and do(es) hereby irrevocably constitute and appoint
____________________________________________Attorney to transfer the said stock
on the books of the within-named Corporation with full power of substitution in
the premises.

     

    Dated:                                   

     

    
      
        
          
            	______________________________________
	
                    NOTICE:  The
      signature(s) to this assignment must correspond with the name(s) as
      written upon the face of the Certificate, in every particular, without
      alteration or enlargement, or any change
  whatever.

                  


          

        

      

    


    
      
         


      

      
        Page
2 of 2 Pages