Exhibit 4.7


 


AMENDMENT


TO THE SECURED CONVERTIBLE NOTE


FROM INERGETICS, INC.


TO__________________


DUE DECEMBER 31,
2013 IN THE PRINCIPAL AMOUNT OF $_______


AND RELATED TRANSACTION DOCUMENTS


 


This Amendment, effective
December 31, 2013 (the “Amendment”), by and between Inergetics, Inc., a corporation organized under the laws of the
State of Delaware (“Inergetics”) and its wholly-owned subsidiary, Millennium Biotechnologies, Inc. (along with Inergetics,
the “Company”), and , a company organized under the laws of the State of  (“Holder”
and along with the Company, the “Parties”), to that certain Secured Convertible Note from Inergetics to Holder due
December 31, 2013 in the principal amount of $ (the “Note”), the Security Agreement (as defined in the Note)
and the Intercreditor Agreement (as defined in the Security Agreement) (the foregoing documents, collectively, the “Transaction
Documents”);


 


WHEREAS the
Parties desire to amend the Transaction Documents on the terms and subject to the conditions contained herein; and


 


WHEREAS, pursuant
to Section 8(a) of the Note, Section 12 of the Security Agreement and Section 3.1 of the Intercreditor Agreement, the Transaction
Documents may be amended by the Parties in a writing executed by both Parties;


 


NOW, THEREFORE
in consideration of the mutual covenants and agreements contained herein and in the Transaction Documents, the sufficiency, adequacy
and satisfaction of which are hereby acknowledged, the Parties hereby agree as follows:


 


1.              All capitalized
terms that are not otherwise defined herein have the meanings given to such terms in the Note, or, if not in the Note, in the other
Transaction Documents.


 


2.              Inergetics shall
issue to Holder 5,086 shares of Inergetics Series G Convertible Preferred Stock upon execution of this Amendment.


 


3.              The term “Maturity
Date” in the Note is amended and is now defined as March 31, 2015.


 


4.              The definition
of “Excluded Stock” in Section 6(b) of the Note is amended by adding the following subsection (f) at the end thereof
and, as so amended, reads as follows:


 


“
or (f) the issuance of any Series G Convertible Preferred Stock of the Company (or the issuance of shares of Common Stock upon
conversion thereof or dividends thereon) issued pursuant to any amendments to the Notes”.


 




    	 



    	 



    

 


5.              Holder hereby
waives: (i) any and all Events of Default exiting, but not cured as of or prior to the date of the execution of this Amendment,
and (ii) any rights under any of the other Transaction Documents that might be triggered by any and all Events of Default herein
waived.


 


6.             Except for the
changes to the Transaction Documents contained in this Amendment, All other terms of the Transaction Documents are unchanged and
remain in full force and effect.


 


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IN WITNESS WHEREOF, the Parties have caused this Amendment
to be executed by their duly authorized representatives as of the day and year first above written.


 


	 	INERGETICS, INC.	 
	 	 	 
	By:	 	 
	 	Michael C, James, Chief Executive Officer	 
	 	 	 
	 	MILLENNIUM BIOTECHNOLOGIES, INC.	 
	 	 	 
	By:	 	 
	 	 Michael C, James, Chief Executive Officer	 
	 	 	 
	 	 	 
	 	 	 
	By:	 	 


 




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