Exhibit 10.1

                        Millennium Biotechnologies, Inc.
                     Millennium Biotechnologies Group, Inc.
                        665 Martinsville Road, Suite 219
                             Basking Ridge, NJ 07920

Dr. Louis C. Rose                                                  June 11, 2003
530 East 76th Street
New York, NY 10021

Dr. Rose:

      This letter will  memorialize  the  agreement  (the  "Agreement")  we have
entered  into  pursuant  to which you will be  serving  as the  Chairman  of the
Medical  Advisory  Board to Millennium  Biotechnologies,  Inc.  (the  "Company")
beginning on June 11, 2003 (the  "commencement  date").  We have agreed that the
services  provided  herein  shall  continue for a period of three years from the
commencement date unless further extended by mutual written consent.

1. Duties.  You shall, at the request of the Company,  upon  reasonable  notice,
render the following services:

      (i)   Serve as the Chairman of the Medical Advisory Board of the Company

      (ii)  Assist the  Company  in  Lobbying  both the New York State  Medicaid
            Program  and the New York  State  AIDS Drug  Assistance  Program  to
            include both Resurgex(R) and  ResurgexPlus(TM) as products listed on
            their respective  formularies for  reimbursement in the State of New
            York.

      (iii) Assist in the promotion  and  development  of a  nutritional  sports
            drink, and a nutritional supplement for osteoperosis

      (iv)  Assist in  introducing  both  Resurgex(R)  and  ResurgexPlus(TM)  to
            Article  28  clinics  in New  York  that  will  reimburse  for  both
            products.

2. Compensation.  As compensation for the services which will be rendered by you
on behalf of the Company with regard to the duties  outlined above the Company's
parent , Millennium Biotechnologies Group, Inc. ("Millennium Group") shall issue
to you  1,200,000  shares of common  stock for the first year of the  agreement.
Compensation for year 2 of the agreement will be based on the increase in market
cap of Millennium Group. If the market cap of Millennium Group increases by 100%
in year 2 or reaches  $12  million by the end of year 2 then  600,000  shares of
common stock in Millennium  Group will be issued to you as compensation for year
2. If the market cap of Millennium  Group increases by 100% in year 3 or reaches
$24  million  by the  end of year 3 then  600,000  shares  of  common  stock  in
Millennium  Group will be issued to you as  compensation  for year 3. The shares
issued as compensation in year one will be included in an S-8 registration.  The
shares to be issued in years two and three will bear the  following  restrictive
legend:

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  AND  MAY  NOT  BE  OFFERED,  SOLD,  PLEDGED,
HYPOTHECATED,  ASSIGNED OR  TRANSFERRED  EXCEPT (i)  PURSUANT TO A  REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT WHICH HAS BECOME  EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE SECURITIES,  OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT BUT


                                       3
<PAGE>

ONLY UPON A HOLDER HEREOF FIRST HAVING  OBTAINED THE WRITTEN  OPINION OF COUNSEL
TO THE CORPORATION,  OR OTHER COUNSEL REASONABLY  ACCEPTABLE TO THE CORPORATION,
THAT THE PROPOSED  DISPOSITION IS CONSISTENT  WITH ALL APPLICABLE  PROVISIONS OF
THE SECURITIES ACT AS WELL AS ANY  APPLICABLE  "BLUE SKY" OR SIMILAR  SECURITIES
LAW.

      3. Confidentiality. Except in the course of the performance of your duties
hereunder,  you agree not to  disclose  any trade  secrets,  know-how,  or other
proprietary  information  not in the public  domain  learned as a result of your
services to the Company unless and until such information become generally known
or unless compelled to do so pursuant to subpoena or court order.

      4.  Assignment.  The  Agreement  shall not be  assignable  by either party
hereto for any reason whatsoever  without the prior written consent of the other
party,  which consent may be arbitrarily  withheld by the party whose consent is
required.

      5.  Governing Law;  Submission to  Jurisdiction.  This Agreement  shall be
deemed to be a  contract  made under the laws of the State of New Jersey and for
all purposes shall be construed in accordance  with the laws of said State.  The
Company and Consultant hereby irrevocably and unconditionally  consent to submit
to the  exclusive  jurisdiction  of the courts of the State of New Jersey and of
the  United  States  of  America  located  in the State of New  Jersey,  for any
actions,  suits or proceedings arising out of or relating to this letter and the
transactions  contemplated hereby (and agree not to commence any actions,  suite
or proceeding  relating  thereto except in such courts),  and further agree that
service of process for any a action,  suit or proceeding  brought against either
party  hereto,  in any  such  court.  Each of us  also  hereby  irrevocably  and
unconditionally  waives any objection to the laying of venue of any action, suit
or  proceeding  arising  out of this  letter  or the  transactions  contemplated
hereby, in the courts of the State of New Jersey or the United States of America
located  in  the  State  of New  Jersey,  and  hereby  further  irrevocably  and
unconditionally waive, and agree not to plead a claim in any such court that any
such action, suit or proceeding brought in any such court has been brought in an
inconvenient forum.

      7. Miscellaneous. This letter (a) incorporates the entire understanding of
the  parties  with  respect to the  subject  matter  hereof and  supersedes  all
previous  agreements should they exist with respect thereto,  whether written or
oral, (b) may not be amended, modified or waived except in a writing executed by
each of us and or our  respective  successors  and  assigns.  This letter may be
executed in any number of  counterparts  and by the different  parties hereto in
separate  counterparts,  each of which when so executed and  delivered  shall be
deemed to be an original for all purposes,  but all such  counterparts  together
shall  constitute  but one and the  same  instrument.  Delivery  of an  executed
counterpart of this letter by facsimile  shall be equally  effective as delivery
of an executed original counterpart of this letter.

      Please confirm that the foregoing is in accordance with your understanding
and agreement by signing and returning to us a copy of this letter,  which shall
become our binding agreement upon our receipt.

Very truly yours,


                                       4
<PAGE>

                                          Millennium Biotechnologies, Inc.

                                          By: /s/ Jerry Swon
                                              ----------------------------------
                                              Name:  Jerry Swon
                                              Title: President

                                          Millennium Biotechnologies Group, Inc.

                                          By: /s/ Jerry Swon
                                              ----------------------------------
                                              Name:  Jerry Swon
                                              Title: President and CEO

                                                   AGREED AND ACCEPTED AS OF
                                                   THE DATE FIRST ABOVE WRITTEN:

                                              /s/ Louis C. Rose
                                              ----------------------------------
                                              Dr. Louis C. Rose


                                       5