SUBSCRIPTION AGREEMENT

         THIS SUBSCRIPTION  AGREEMENT (this "Agreement"),  dated as of April 30,
2004,  by  and  among  Millennium   Biotechnologies   Group,  Inc.,  a  Delaware
corporation  (the  "Company"),  and the subscribers  identified on the signature
page hereto (each a "Subscriber" and collectively "Subscribers").

         WHEREAS,  the Company and the  Subscribers are executing and delivering
this  Agreement  in reliance  upon an  exemption  from  securities  registration
afforded by the  provisions  of Section 4(2),  Section 4(6) and/or  Regulation D
("Regulation  D") as  promulgated  by the United States  Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"1933 Act").

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions   contained  herein,   the  Company  shall  issue  and  sell  to  the
Subscribers,  as provided  herein,  and the Subscribers  shall purchase,  in the
aggregate,  up to $2,000,000  (the  "Purchase  Price") of the  Company's  common
stock,  $.001 par value (the "Common  Stock" or  "Shares"),  and share  purchase
warrants in the forms attached hereto as Exhibit A and Exhibit B  (collectively,
the "Warrants"),  to purchase shares of Common Stock (the "Warrant Shares"). The
per Share Purchase  Price shall be $0.35,  subject to adjustment as described in
this Agreement ("Per Share Purchase Price"). The Purchase Price shall be payable
to the Company on the Closing  Date,  as defined in Section  13(b)  hereof.  The
Common Stock, the Warrants and the Warrant Shares are  collectively  referred to
herein as the "Securities"; and

         WHEREAS, the aggregate proceeds of the sale of the Common Stock and the
Warrants  contemplated hereby shall be held in escrow pursuant to the terms of a
Funds Escrow  Agreement to be executed by the parties  substantially in the form
attached hereto as Exhibit C (the "Escrow Agreement").

         NOW,  THEREFORE,  in  consideration  of the mutual  covenants and other
agreements  contained in this Agreement,  the Company and the Subscribers hereby
agree as follows:

                  1.  Purchase and Sale of Shares and  Warrants.  Subject to the
satisfaction  (or  waiver)  of the  conditions  to  Closing  set  forth  in this
Agreement and the Escrow  Agreement,  each Subscriber  shall purchase the Shares
and Warrants for the portion of the Purchase  Price  indicated on the  signature
page  hereto,  and the  Company  shall  sell such  Shares  and  Warrants  to the
Subscriber.  The  Purchase  Price for the Shares and  Warrants  shall be paid in
cash. The entire Purchase Price shall be allocated to the Shares.

                  2. Escrow Arrangements; Form of Payment. Upon execution hereof
by  the  parties  and  pursuant  to the  terms  of the  Escrow  Agreement,  each
Subscriber  agrees to make the  deliveries  required of such  Subscriber  as set
forth in the Escrow  Agreement  and the  Company  agrees to make the  deliveries
required of the Company as set forth in the Escrow Agreement.

                  3. Warrants.

                           (a) A Warrants.  On the Closing Date the Company will
issue A Warrants to the  Subscribers.  One (1) A Warrant will be issued for each
two (2) Shares issued on the Closing Date.  The per Warrant Share exercise price
to acquire a Warrant Share upon  exercise of an A Warrant shall be $0.45.  The A
Warrants  shall be exercisable  until the  registration  statement  described in
Section 11.1(iv) of this Agreement has been effective for 240 days.

                           (b) B Warrants.  On the Closing Date the Company will
issue B Warrants to the  Subscribers.  One (1) B Warrant will be issued for each
Share  issued on the Closing  Date.  The per  Warrant  Share  exercise  price to
acquire a Warrant  Share  upon  exercise  of a B Warrant  shall be $0.75.  The B
Warrants shall be  exercisable  until five (5) years after the effective date of
the  registration  statement  described in Section 11.1(iv)  ("Actual  Effective
Date").


<PAGE>

                  4.   Subscriber's   Representations   and   Warranties.   Each
Subscriber hereby represents and warrants to and agrees with the Company only as
to such Subscriber that:

                           (a)  Information on Company.  The Subscriber has been
furnished  with or has had access at the EDGAR Website of the  Commission to the
Company's  Form  10-KSB for the year ended  December  31, 2003 as filed with the
Commission,  together with all subsequently filed Forms 10-QSB, 8-K, and filings
made with the Commission available at the EDGAR website (hereinafter referred to
collectively  as the  "Reports").  In addition,  the  Subscriber has received in
writing  from the Company  such other  information  concerning  its  operations,
financial condition and other matters as the Subscriber has requested in writing
(such other information is collectively,  the "Other Written Information"),  and
considered  all  factors  the  Subscriber  deems  material  in  deciding  on the
advisability of investing in the Securities.

                           (b) Information on Subscriber. The Subscriber is, and
will be at the time of the conversion of the Common Stock and exercise of any of
the Warrants, an "accredited investor",  as such term is defined in Regulation D
promulgated by the Commission  under the 1933 Act, is experienced in investments
and business  matters,  has made  investments  of a  speculative  nature and has
purchased  securities  of United  States  publicly-owned  companies  in  private
placements in the past and,  with its  representatives,  has such  knowledge and
experience  in  financial,  tax and other  business  matters  as to  enable  the
Subscriber to utilize the information  made available by the Company to evaluate
the merits and risks of and to make an informed investment decision with respect
to the  proposed  purchase,  which  represents  a  speculative  investment.  The
Subscriber  has the authority and is duly and legally  qualified to purchase and
own the  Securities.  The Subscriber is able to bear the risk of such investment
for an indefinite period and to afford a complete loss thereof.  The information
set forth on the signature page hereto regarding the Subscriber is accurate.

                           (c)  Purchase of Common  Stock and  Warrants.  On the
closing  date,  the  Subscriber  will  purchase the Common Stock and Warrants as
principal for its own account and not with a view to any distribution thereof.

                           (d) Compliance  with  Securities  Act. The Subscriber
understands and agrees that the Securities  have not been  registered  under the
1933 Act or any applicable state securities laws, by reason of their issuance in
a transaction  that does not require  registration  under the 1933 Act (based in
part  on the  accuracy  of the  representations  and  warranties  of  Subscriber
contained herein),  and that such Securities must be held indefinitely  unless a
subsequent  disposition is registered under the 1933 Act or any applicable state
securities laws or is exempt from such  registration.  In any event, and subject
to compliance  with  applicable  securities  laws, the Subscriber may enter into
hedging transactions with third parties, which may in turn engage in short sales
of the  Securities  in the course of hedging  the  position  they assume and the
Subscriber may also enter into short positions or other derivative  transactions
relating to the  Securities,  or  interests in the  Securities,  and deliver the
Securities,  or interests in the  Securities,  to close out their short or other
positions or  otherwise  settle  short sales or other  transactions,  or loan or
pledge the Securities,  or interests in the Securities, to third parties that in
turn may dispose of these Securities.

                           (e) Shares Legend.  The Shares and the Warrant Shares
shall bear the following or similar legend:

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
                  SHARES  MAY  NOT  BE  SOLD,   OFFERED  FOR  SALE,  PLEDGED  OR
                  HYPOTHECATED  IN  THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
                  STATEMENT  UNDER SUCH  SECURITIES ACT OR ANY APPLICABLE  STATE
                  SECURITIES   LAW  OR  AN   OPINION   OF   COUNSEL   REASONABLY
                  SATISFACTORY TO MILLENNIUM  BIOTECHNOLOGIES  GROUP,  INC. THAT
                  SUCH REGISTRATION IS NOT REQUIRED."



                                       2
<PAGE>

                           (f)  Warrants  Legend.  The  Warrants  shall bear the
following or similar legend:

                  "THIS WARRANT AND THE COMMON SHARES  ISSUABLE UPON EXERCISE OF
                  THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                  OF 1933,  AS  AMENDED.  THIS  WARRANT  AND THE  COMMON  SHARES
                  ISSUABLE  UPON  EXERCISE  OF THIS  WARRANT  MAY  NOT BE  SOLD,
                  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
                  EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID
                  ACT OR ANY  APPLICABLE  STATE  SECURITIES LAW OR AN OPINION OF
                  COUNSEL REASONABLY SATISFACTORY TO MILLENNIUM  BIOTECHNOLOGIES
                  GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED."

                           (g)  Communication  of  Offer.  The offer to sell the
Securities was directly  communicated  to the  Subscriber by the Company.  At no
time was the Subscriber presented with or solicited by any leaflet, newspaper or
magazine  article,  radio or  television  advertisement,  or any  other  form of
general  advertising  or  solicited or invited to attend a  promotional  meeting
otherwise than in connection and concurrently with such communicated offer.

                           (h)  Authority;  Enforceability.  This  Agreement and
other  agreements  delivered  together  with  this  Agreement  or in  connection
herewith have been duly authorized, executed and delivered by the Subscriber and
are valid and binding  agreements  enforceable  in accordance  with their terms,
subject  to  bankruptcy,   insolvency,   fraudulent  transfer,   reorganization,
moratorium  and similar laws of general  applicability  relating to or affecting
creditors' rights generally and to general  principles of equity; and Subscriber
has full  corporate  power and authority  necessary to enter into this Agreement
and such other agreements and to perform its obligations hereunder and under all
other agreements entered into by the Subscriber relating hereto.

                           (i)  Restricted  Securities.  Subscriber  understands
that  the  Securities  have  not  been  registered  under  the 1933 Act and such
Subscriber  will not  sell,  offer  to  sell,  assign,  pledge,  hypothecate  or
otherwise  transfer  any of the  Securities  unless (i) pursuant to an effective
registration  statement  under the 1933 Act, (ii) such  Subscriber  provides the
Company  with an opinion of  counsel,  in a form  reasonably  acceptable  to the
Company, to the effect that a sale, assignment or transfer of the Securities may
be made without  registration  under the 1933 Act, or (iii) Subscriber  provides
the  Company  with  reasonable  assurances  (in the form of  seller  and  broker
representation  letters) that the Shares or the Warrant Shares,  as the case may
be, can be sold pursuant to (A) Rule 144 promulgated  under the 1933 Act, or (B)
Rule  144(k)  promulgated  under  the  1933  Act,  in each  case  following  the
applicable  holding  period set forth therein.  Notwithstanding  anything to the
contrary  contained in this  Agreement,  such  Subscriber may transfer  (without
restriction  and without the need for an opinion of counsel) the  Securities  to
its  Affiliates  (as defined  below)  provided  that each such  Affiliate  is an
"accredited  investor" under  Regulation D and such Affiliate agrees to be bound
by the terms and conditions of this Agreement.

              For  the  purposes  of  this  Agreement,  an  "Affiliate"  of  any
specified  Subscriber  means any other person or entity  directly or  indirectly
controlling,  controlled by or under direct or indirect common control with such
specified Subscriber. For purposes of this definition, "control" means the power
to direct the  management  and  policies  of such  person or firm,  directly  or
indirectly,  whether through the ownership of voting securities,  by contract or
otherwise.



                                       3
<PAGE>

                           (j) Correctness of  Representations.  Each Subscriber
represents  as  to  such  Subscriber  that  the  foregoing  representations  and
warranties  are true and correct as of the date hereof and,  unless a Subscriber
otherwise  notifies  the  Company  prior to the  Closing  Date  (as  hereinafter
defined), shall be true and correct as of the Closing Date.

                           (k)  Survival.  The  foregoing   representations  and
warranties shall survive the Closing Date for a period of two years.

                  5.  Company   Representations  and  Warranties.   The  Company
represents and warrants to and agrees with each Subscriber that:

                           (a) Due  Incorporation.  The  Company and each of its
subsidiaries  is a  corporation  duly  organized,  validly  existing and in good
standing under the laws of the respective  jurisdictions of their  incorporation
and have the requisite  corporate power to own their  properties and to carry on
their business as now being conducted.  The Company and each of its subsidiaries
is  duly  qualified  as a  foreign  corporation  to do  business  and is in good
standing in each  jurisdiction  where the nature of the  business  conducted  or
property  owned by it makes  such  qualification  necessary,  other  than  those
jurisdictions  in which the  failure  to so  qualify  would not have a  material
adverse  effect  on the  business,  operations  or  financial  condition  of the
Company.

                           (b)  Outstanding  Stock.  All issued and  outstanding
shares of capital  stock of the Company and each of its  subsidiaries  have been
duly authorized and validly issued and are fully paid and nonassessable.

                           (c) Authority;  Enforceability.  This Agreement,  the
Common  Stock,  the  Warrants,  the Escrow  Agreement  and any other  agreements
delivered together with this Agreement or in connection  herewith  (collectively
"Transaction  Documents") have been duly  authorized,  executed and delivered by
the Company and are valid and binding agreements  enforceable in accordance with
their  terms,   subject  to   bankruptcy,   insolvency,   fraudulent   transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting  creditors'  rights generally and to general  principles of equity.
The Company has full corporate  power and authority  necessary to enter into and
deliver the Transaction Documents and to perform its obligations thereunder.

                           (d)  Additional  Issuances.  There are no outstanding
agreements or preemptive or similar rights  affecting the Company's common stock
or equity  and no  outstanding  rights,  warrants  or  options  to  acquire,  or
instruments   convertible   into  or   exchangeable   for,  or   agreements   or
understandings  with  respect  to the sale or  issuance  of any shares of common
stock  or  equity  of  the  Company  or  other  equity  interest  in  any of the
subsidiaries of the Company except as described on Schedule 5(d).

                           (e) Consents. No consent, approval,  authorization or
order  of  any  court,   governmental   agency  or  body  or  arbitrator  having
jurisdiction  over the Company,  or any of its  affiliates,  the American  Stock
Exchange, the National Association of Securities Dealers, Inc., Nasdaq, SmallCap
Market, the OTC Bulletin Board ("Bulletin Board") nor the Company's shareholders
is required for the  execution by the Company of the  Transaction  Documents and
compliance  and  performance  by  the  Company  of  its  obligations  under  the
Transaction Documents,  including,  without limitation, the issuance and sale of
the Securities.



                                       4
<PAGE>

                           (f)  No   Violation   or   Conflict.   Assuming   the
representations  and  warranties  of the  Subscribers  in Section 4 are true and
correct,  neither the issuance and sale of the Securities nor the performance of
the Company's  obligations under this Agreement and all other agreements entered
into by the Company relating thereto by the Company will:

                                    (i)  violate,  conflict  with,  result  in a
breach of, or  constitute a default (or an event which with the giving of notice
or the lapse of time or both would be reasonably likely to constitute a default)
under (A) the articles or certificate of incorporation, charter or bylaws of the
Company,  (B) to the Company's  knowledge,  any decree,  judgment,  order,  law,
treaty,  rule,  regulation  or  determination  applicable  to the Company of any
court,  governmental  agency or body, or arbitrator having jurisdiction over the
Company  or any of its  subsidiaries  or over the  properties  or  assets of the
Company or any of its affiliates,  (C) the terms of any bond, debenture, note or
any other  evidence of  indebtedness,  or any  agreement,  stock option or other
similar plan, indenture,  lease, mortgage,  deed of trust or other instrument to
which the Company or any of its affiliates or  subsidiaries is a party, by which
the Company or any of its affiliates or  subsidiaries  is bound, or to which any
of the  properties of the Company or any of its  affiliates or  subsidiaries  is
subject,  or (D)  the  terms  of  any  "lock-up"  or  similar  provision  of any
underwriting or similar agreement to which the Company, or any of its affiliates
or subsidiaries is a party except the violation, conflict, breach, or default of
which would not have a material adverse effect on the Company; or

                                    (ii) result in the creation or imposition of
any lien,  charge or encumbrance upon the Securities or any of the assets of the
Company, its subsidiaries or any of its affiliates; or

                                    (iii)  result  in  the   activation  of  any
anti-dilution  rights or a reset or repricing of any debt or security instrument
of any  other  creditor  or  equity  holder of the  Company,  nor  result in the
acceleration of the due date of any obligation of the Company; or

                                    (iv)  result  in  the   activation   of  any
piggy-back registration rights of any person or entity holding securities of the
Company or having  the right to  receive  securities  of the  Company  except as
provided in Schedule 5(d).

                           (g) The Securities. The Securities upon issuance:

                                    (i) are,  or will be,  free and clear of any
security interests, liens, claims or other encumbrances, subject to restrictions
upon transfer under the 1933 Act and any applicable state securities laws;

                                    (ii) have been, or will be, duly and validly
authorized  and on the date of issuance  of the Shares and upon  exercise of the
Warrants,  the Shares and Warrant Shares will be duly and validly issued,  fully
paid and nonassessable  (and if registered  pursuant to the 1933 Act, and resold
pursuant  to an  effective  registration  statement  will  be free  trading  and
unrestricted,  provided  that  each  Subscriber  complies  with  the  prospectus
delivery requirements of the 1933 Act);

                                    (iii)  will not have been  issued or sold in
violation  of any  preemptive  or other  similar  rights of the  holders  of any
securities of the Company; and

                                    (iv) will not subject the holders thereof to
personal liability by reason of being such holders.

                            (h) Litigation.  There is no pending or, to the best
knowledge of the Company,  threatened action, suit,  proceeding or investigation
before any court, governmental agency or body, or arbitrator having jurisdiction
over the Company,  or any of its  affiliates  that would affect the execution by
the  Company or the  performance  by the  Company of its  obligations  under the
Transaction  Documents.  Except as disclosed in the Reports, there is no pending
or, to the best knowledge of the Company,  basis for or threatened action, suit,
proceeding or investigation  before any court,  governmental  agency or body, or
arbitrator having  jurisdiction over the Company, or any of its affiliates which
litigation if adversely  determined  could have a material adverse effect on the
Company.



                                       5
<PAGE>

                           (i) Reporting Company. The Company is a publicly-held
company  subject  to  reporting  obligations  pursuant  to  Section  13  of  the
Securities  Exchange Act of 1934, as amended (the "1934 Act") and has a class of
common shares registered  pursuant to Section 12(g) of the 1934 Act. Pursuant to
the  provisions  of the 1934 Act,  the Company has timely  filed all reports and
other materials  required to be filed thereunder with the Commission  during the
preceding twelve months.

                           (j) No  Market  Manipulation.  The  Company  has  not
taken,  and will not take,  directly or indirectly,  any action  designed to, or
that might  reasonably  be  expected  to,  cause or result in  stabilization  or
manipulation  of the price of the common stock of the Company to facilitate  the
sale or resale of the Securities or affect the price at which the Securities may
be issued or resold.

                           (k)  Information   Concerning  Company.  The  Reports
contain all material  information relating to the Company and its operations and
financial  condition as of their respective dates which  information is required
to be disclosed therein.  Since the date of the financial statements included in
the Reports,  and except as modified in the Other Written  Information or in the
Schedules  hereto,  there has been no material  adverse  change in the Company's
business,  financial  condition or affairs not  disclosed  in the  Reports.  The
Reports do not contain any untrue  statement of a material fact or omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein not misleading in light of the circumstances when made.

                           (l) Stop Transfer. The Securities,  when issued, will
be restricted securities.  The Company will not issue any stop transfer order or
other order  impeding  the sale,  resale or  delivery of any of the  Securities,
except as may be required by any applicable federal or state securities laws and
unless contemporaneous notice of such instruction is given to the Subscriber.

                           (m) Defaults.  The Company is not in violation of its
articles of incorporation or bylaws.  The Company is (i) not in default under or
in violation of any other  material  agreement  or  instrument  to which it is a
party or by which  it or any of its  properties  are  bound or  affected,  which
default or violation would have a material  adverse effect on the Company,  (ii)
not  in  default  with  respect  to  any  order  of  any  court,  arbitrator  or
governmental  body  or  subject  to or  party  to  any  order  of any  court  or
governmental  authority arising out of any action,  suit or proceeding under any
statute or other law respecting antitrust,  monopoly, restraint of trade, unfair
competition  or similar  matters,  or (iii) to its knowledge not in violation of
any statute,  rule or regulation of any  governmental  authority which violation
would have a material adverse effect on the Company.

                           (n) No Integrated Offering.  Neither the Company, nor
any of its  affiliates,  nor any  person  acting  on its or  their  behalf,  has
directly or indirectly made any offers or sales of any security or solicited any
offers to buy any security under circumstances that would cause the offer of the
Securities  pursuant to this Agreement to be integrated  with prior offerings by
the Company for purposes of the 1933 Act or any applicable  stockholder approval
provisions,  including,  without limitation,  under the rules and regulations of
the  Bulletin  Board if such  integration  would have an  adverse  impact to the
Subscriber.  Nor will the Company or any of its affiliates or subsidiaries  take
any  action  or  steps  that  would  cause  the  offer of the  Securities  to be
integrated with other offerings if such integration would have an adverse impact
to the  Subscriber.  The Company  will not conduct any  offering  other than the
transactions  contemplated  hereby  that  will be  integrated  with the offer or
issuance of the Securities if such  integration  would have an adverse impact to
the Subscriber.



                                       6
<PAGE>

                           (o) No General Solicitation. Neither the Company, nor
any of its affiliates,  nor to its knowledge,  any person acting on its or their
behalf, has engaged in any form of general  solicitation or general  advertising
(within the meaning of Regulation D under the 1933 Act) in  connection  with the
offer or sale of the Securities.

                           (p) Listing.  The Company's common stock is quoted on
the Bulletin Board. The Company has not received any oral or written notice that
its common stock is not eligible nor will become ineligible for quotation on the
Bulletin Board nor that its common stock does not meet all  requirements for the
continuation  of such quotation and the Company  satisfies and as of the Closing
Date, the Company will satisfy all the requirements for the continued  quotation
of its common stock on the Bulletin Board.

                           (q) No  Undisclosed  Liabilities.  The Company has no
liabilities or obligations which are material, individually or in the aggregate,
which are not disclosed in the Reports and Other Written Information, other than
those  incurred  in the  ordinary  course  of  the  Company's  businesses  since
September 30, 2003 and which, individually or in the aggregate, would reasonably
be  expected  to have a  material  adverse  effect  on the  Company's  financial
condition, other than as set forth in Schedule 5(q).

                           (r) No  Undisclosed  Events or  Circumstances.  Since
September 30, 2003, no event or circumstance has occurred or exists with respect
to the Company or its businesses, properties, operations or financial condition,
that,  under applicable law, rule or regulation,  requires public  disclosure or
announcement  prior to the date  hereof by the Company but which has not been so
publicly  announced  or  disclosed  in  the  Reports.  (s)  Capitalization.  The
authorized and  outstanding  capital stock of the Company as of the date of this
Agreement  and the Closing  Date are set forth on Schedule  5(s).  Except as set
forth in the Reports and Other Written  Information and Schedule 5(d), there are
no  options,  warrants,  or  rights  to  subscribe  to,  securities,  rights  or
obligations  convertible  into  or  exchangeable  for or  giving  any  right  to
subscribe for any shares of capital stock of the Company. All of the outstanding
shares of Common Stock of the Company have been duly and validly  authorized and
issued and are fully paid and nonassessable.

                           (t) Dilution. The Company's executive officers and
directors  understand  the  nature  of the  Securities  being  sold  hereby  and
recognize  that the issuance of the  Securities  will have a potential  dilutive
effect on the equity holdings of other holders of the Company's equity or rights
to receive  equity of the  Company.  The board of  directors  of the Company has
concluded,  in its  good  faith  business  judgment,  that the  issuance  of the
Securities  is in the best  interests of the Company.  The Company  specifically
acknowledges  that its  obligation  to issue the  Securities is binding upon the
Company and enforceable regardless of the dilution such issuance may have on the
ownership  interests of other shareholders of the Company or parties entitled to
receive equity of the Company.

                           (u) No Disagreements with Accountants and Lawyers.
There  are no  disagreements  of any  kind  presently  existing,  or  reasonably
anticipated by the Company to arise, between the Company and the accountants and
lawyers formerly or presently employed by the Company, including but not limited
to disputes or conflicts over payment owed to such accountants and lawyers.

                           (v)  Investment  Company.  The Company is not, and is
not an Affiliate (as defined in Rule 405 under the 1933 Act) of, an  "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

                           (w)  Correctness  of  Representations.   The  Company
represents  that  the  foregoing  representations  and  warranties  are true and
correct as of the date hereof in all material respects,  and, unless the Company
otherwise  notifies the Subscribers prior to the Closing Date, shall be true and
correct in all material respects as of the Closing Date.



                                       7
<PAGE>

                           (x)  Survival.  The  foregoing   representations  and
warranties shall survive the Closing Date for a period of two years.

                  6.  Regulation  D  Offering.  The  offer and  issuance  of the
Securities to the  Subscribers  is being made pursuant to the exemption from the
registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6)
of the 1933 Act and/or Rule 506 of Regulation D promulgated  thereunder.  On the
Closing  Date,  the Company will  provide an opinion  reasonably  acceptable  to
Subscriber from the Company's  legal counsel  opining on the  availability of an
exemption  from  registration  under the 1933 Act as it relates to the offer and
issuance  of the  Securities  and  other  matters  in the form of legal  opinion
annexed hereto as Exhibit D. The Company will provide, at the Company's expense,
such other legal  opinions  in the future as are  reasonably  necessary  for the
resale of the  Common  Stock and  exercise  of the  Warrants  and  resale of the
Warrant Shares.

                  7. Legal  Fees.  The  Company  shall pay to Grushko & Mittman,
P.C., a fee of $25,000 ("Legal Fees") as reimbursement  for services rendered to
the  Subscribers in connection  with this Agreement and the purchase and sale of
the Shares and  Warrants  (the  "Offering")  and acting as Escrow  Agent for the
Offering.  The Legal Fees will be payable on the Closing  Date out of funds held
pursuant to the Escrow Agreement.

                  8. Finder.

                           (a) Finder's  Fee.  The Company on the one hand,  and
each  Subscriber  (for himself  only) on the other hand,  agree to indemnify the
other against and hold the other  harmless from any and all  liabilities  to any
persons  claiming  brokerage  commissions  or finder's  fees other than Ashfield
Investments  Inc.  ("Finder")  on account  of  services  purported  to have been
rendered on behalf of the  indemnifying  party in connection with this Agreement
or the transactions contemplated hereby and arising out of such party's actions.
Anything to the contrary in this Agreement  notwithstanding,  each Subscriber is
providing indemnification only for such Subscriber's own actions and not for any
action of any other Subscriber. Each Subscriber's liability hereunder is several
and not joint.  The Company  agrees that it will pay the Finder a cash  finder's
fee of ten percent (10%) of the Purchase Price ("Finder's Fees") directly out of
the funds held pursuant to the Escrow  Agreement.  The Company  represents  that
there are no other  parties  entitled to receive fees,  commissions,  or similar
payments in connection with the Offering except the Finder. The Finder will also
be paid by the Company ten percent  (10%) of the cash  proceeds  received by the
Company from Warrant exercise  ("Warrant  Exercise  Compensation").  The Warrant
Exercise  Compensation must be paid by the Company to the Finder within five (5)
days after each receipt by the Company of Warrant Exercise cash proceeds.

                           (b)  Finder's  Warrants.  On the  Closing  Date,  the
Company  will issue to the Finder  Warrants  identical  to and carrying the same
rights as the  Warrants  issuable to the  Subscribers  except that the  exercise
price to purchase  one Warrant  Share shall be $0.35 and the  Warrants  shall be
exercisable  until five (5) years  after the Actual  Effective  Date  ("Finder's
Warrants").  The Finder  will  receive  one (1) Warrant for each ten (10) Shares
issued  to the  Subscribers.  All the  representations,  covenants,  warranties,
undertakings,  remedies, liquidated damages,  indemnification,  and other rights
including but not limited to  registration  rights made or granted to or for the
benefit of the  Subscribers are hereby also made by and granted to the Finder in
respect of the Finder's Warrants.

                  9. Covenants of the Company.  The Company covenants and agrees
with the Subscribers as follows:

                           (a)  Stop   Orders.   The  Company  will  advise  the
Subscribers,  promptly after it receives  notice of issuance by the  Commission,
any state securities  commission or any other  regulatory  authority of any stop
order or of any order preventing or suspending any offering of any securities of
the Company,  or of the suspension of the  qualification  of the Common Stock of
the Company for offering or sale in any  jurisdiction,  or the initiation of any
proceeding for any such purpose. The issuance of a press release to such effect,
or filing of an 8K report shall satisfy such notice requirement.



                                       8
<PAGE>

                           (b) Listing.  The Company shall  promptly  secure the
listing of the shares of Common Stock and the Warrant  Shares upon each national
securities  exchange,  or automated  quotation  system upon which the  Company's
Common  Stock is trade and shall  maintain  such listing so long as any Warrants
are  outstanding.  The Company will  maintain the listing of its Common Stock on
the American Stock  Exchange,  Nasdaq  SmallCap  Market,  Nasdaq National Market
System,  Bulletin Board, or New York Stock Exchange  (whichever of the foregoing
is at the time the  principal  trading  exchange or market for the Common  Stock
(the  "Principal  Market")),  and will comply in all respects with the Company's
reporting,  filing  and  other  obligations  under  the  bylaws  or rules of the
Principal Market, as applicable. The Company will provide the Subscribers copies
of all notices it receives  notifying the Company of the  threatened  and actual
delisting of the Common Stock from any Principal  Market. As of the date of this
Agreement and the Closing Date,  the Bulletin Board is and will be the Principal
Market.

                           (c) Market Regulations.  The Company shall notify the
Commission, the Principal Market and applicable state authorities, in accordance
with their requirements, of the transactions contemplated by this Agreement, and
shall take all other  necessary  action and  proceedings  as may be required and
permitted  by  applicable  law,  rule and  regulation,  for the  legal and valid
issuance of the  Securities  to the  Subscribers  and  promptly  provide  copies
thereof to Subscriber.

                           (d)  Reporting  Requirements.  From  the date of this
Agreement  and until the sooner of (i) two (2) years after the Closing  Date, or
(ii) until all the Shares and Warrant  Shares have been resold or transferred by
all the Subscribers  pursuant to the Registration  Statement or pursuant to Rule
144, without regard to volume limitation,  the Company will (v) cause its Common
Stock to continue to be registered under Section 12(b) or 12(g) of the 1934 Act,
(x) comply in all respects with its reporting and filing  obligations  under the
1934 Act, (y) comply with all reporting  requirements  that are applicable to an
issuer with a class of shares  registered  pursuant to Section 12(b) or 12(g) of
the 1934 Act, as applicable, and (z) comply with all requirements related to any
registration  statement filed pursuant to this  Agreement.  The Company will use
its best  efforts  not to take any action or file any  document  (whether or not
permitted by the 1933 Act or the 1934 Act or the rules  thereunder) to terminate
or suspend such registration or to terminate or suspend its reporting and filing
obligations  under said acts until two (2) years after the Closing  Date.  Until
the  earlier of the resale of the Common  Stock and the  Warrant  Shares by each
Subscriber or at least two (2) years after the Warrants have been exercised, the
Company  will use its best  efforts to continue  the listing or quotation of the
Common Stock on the Principal Market or other market with the reasonable consent
of Subscribers  holding a majority of the Shares and Warrant Shares (anywhere in
this Agreement, the consent of Subscribers is required, such consent shall be by
Subscribers  holding a majority of the Shares and outstanding  Warrant  Shares),
and will comply in all respects with the Company's  reporting,  filing and other
obligations  under the  bylaws or rules of the  Principal  Market.  The  Company
agrees  to  file a Form D with  respect  to the  Securities  as  required  under
Regulation D and to provide a copy  thereof to each  Subscriber  promptly  after
such filing.

                           (e) Use of Proceeds.  The Company  undertakes  to use
the  proceeds of the  Subscribers'  funds for the purposes set forth on Schedule
9(e) hereto.  A deviation from the use of proceeds set forth on Schedule 9(e) of
more  than 10% per  item or more  than 20% in the  aggregate  shall be  deemed a
material breach of the Company's obligations  hereunder.  Except as set forth on
Schedule  9(e),  the Purchase Price may not and will not be used for accrued and
unpaid  officer  and  director  salaries,  payment of  financing  related  debt,
redemption of outstanding  redeemable notes or equity instruments of the Company
nor non-trade obligations outstanding on the Closing Date.

                           (f) Reservation.  The Company  undertakes to reserve,
pro  rata on  behalf  of each  Subscriber  and  holder  of a  Warrant,  from its
authorized  but unissued  common  stock,  a number of common shares equal to the
amount of Warrant Shares issuable upon exercise of the Warrants. Failure to have
sufficient  shares  reserved  pursuant  to  this  Section  9(f)  for  three  (3)
consecutive  business days or ten (10) days in the aggregate shall be a material
default of the Company's obligations under this Agreement.



                                       9
<PAGE>

                           (g) Taxes.  From the date of this Agreement and until
the sooner of (i) two (2) years  after the Closing  Date,  or (ii) until all the
Shares and Warrant Shares have been resold or transferred by all the Subscribers
pursuant to the  Registration  Statement or pursuant to Rule 144, without regard
to volume limitations,  the Company will promptly pay and discharge, or cause to
be paid and discharged,  when due and payable, all lawful taxes, assessments and
governmental  charges or levies  imposed upon the income,  profits,  property or
business  of the  Company;  provided,  however,  that any such tax,  assessment,
charge or levy  need not be paid if the  validity  thereof  shall  currently  be
contested in good faith by appropriate proceedings and if the Company shall have
set aside on its books  adequate  reserves with respect  thereto,  and provided,
further,  that the  Company  will pay all such  taxes,  assessments,  charges or
levies  forthwith  upon the  commencement  of  proceedings to foreclose any lien
which may have attached as security therefore.

                           (h)  Insurance.  From the date of this  Agreement and
until the sooner of (i) two (2) years after the Closing  Date, or (ii) until all
the  Shares  and  Warrant  Shares  have been  resold or  transferred  by all the
Subscribers  pursuant  to the  Registration  Statement  or pursuant to Rule 144,
without regard to volume limitations, the Company will keep its assets which are
of an insurable  character insured by financially  sound and reputable  insurers
against loss or damage by fire,  explosion and other risks  customarily  insured
against by companies in the Company's line of business, in amounts sufficient to
prevent the Company from  becoming a  co-insurer  and not in any event less than
one hundred percent (100%) of the insurable value of the property  insured;  and
the Company  will  maintain,  with  financially  sound and  reputable  insurers,
insurance  against other hazards and risks and liability to persons and property
to the extent and in the manner  customary for  companies in similar  businesses
similarly situated and to the extent available on commercially reasonable terms.

                           (i)  Books  and  Records.   From  the  date  of  this
Agreement  and until the sooner of (i) two (2) years after the Closing  Date, or
(ii) until all the Shares and Warrant  Shares have been resold or transferred by
all the Subscribers  pursuant to the Registration  Statement or pursuant to Rule
144,  without regard to volume  limitations,  the Company will keep true records
and books of account in which full, true and correct entries will be made of all
dealings or  transactions  in relation to its business and affairs in accordance
with generally accepted accounting principles applied on a consistent basis.

                           (j) Governmental  Authorities.  From the date of this
Agreement  and until the sooner of (i) two (2) years after the Closing  Date, or
(ii) until all the Shares and Warrant  Shares have been resold or transferred by
all the Subscribers  pursuant to the Registration  Statement or pursuant to Rule
144,  without regard to volume  limitations,  the Company shall duly observe and
conform in all  material  respects  to all valid  requirements  of  governmental
authorities  relating to the conduct of its  business  or to its  properties  or
assets.

                           (k)  Intellectual  Property.  From  the  date of this
Agreement  and until the sooner of (i) two (2) years after the Closing  Date, or
(ii) until all the Shares and Warrant  Shares have been resold or transferred by
all the Subscribers  pursuant to the Registration  Statement or pursuant to Rule
144,  without regard to volume  limitations,  the Company shall maintain in full
force and effect its corporate existence, rights and franchises and all licenses
and other  rights to use  intellectual  property  owned or  possessed  by it and
reasonably deemed to be necessary to the conduct of its business.

                           (l)  Properties.  From the date of this Agreement and
until the sooner of (i) two (2) years after the Closing  Date, or (ii) until all
the  Shares  and  Warrant  Shares  have been  resold or  transferred  by all the
Subscribers  pursuant  to the  Registration  Statement  or pursuant to Rule 144,
without  regard to volume  limitation,  the Company will keep its  properties in
good repair, working order and condition, reasonable wear and tear excepted, and
from time to time make all necessary and proper repairs, renewals, replacements,
additions  and  improvements  thereto;  and the Company will at all times comply
with  each  provision  of all  leases  to which it is a party or under  which it
occupies  property if the breach of such provision could  reasonably be expected
to have a material adverse effect.



                                       10
<PAGE>

                           (m)  Confidentiality/Public  Announcement.  From  the
date of this  Agreement  and  until the  sooner  of (i) two (2) years  after the
Closing Date,  or (ii) until all the Shares and Warrant  Shares have been resold
or transferred by all the Subscribers pursuant to the Registration  Statement or
pursuant to Rule 144, without regard to volume  limitations,  the Company agrees
that it will not disclose  publicly or privately the identity of the Subscribers
unless  expressly  agreed to in  writing by a  Subscriber  or only to the extent
required by law and then only upon five days prior notice to Subscriber provided
such notice may be legally given. In any event and subject to the foregoing, the
Company undertakes to file a Form 8-K or make a public  announcement  describing
the Offering not later than 8:00 A.M. the day following the Closing Date. In the
Form 8-K or public  announcement,  the Company  will  specifically  disclose the
amount of common stock outstanding immediately after the Closing.

                           (n)  Further  Registration  Statements.  Except for a
registration statement filed on behalf of the Subscribers pursuant to Section 11
of this  Agreement,  the  Company  will not file  any  registration  statements,
including  but not  limited  to Form  S-8,  with the  Commission  or with  state
regulatory  authorities  without the consent of the Subscriber until one hundred
and  eighty  (180)  days  after the  Actual  Effective  Date  during  which such
Registration Statement shall be current and available for use in connection with
the public resale of the Shares and Warrant Shares ("Exclusion Period").

                           (o) Blackout.  The Company  undertakes  and covenants
that until the first to occur of (i) the end of the  Exclusion  Period,  or (ii)
until all the  Shares and  Warrant  Shares  have been  resold  pursuant  to such
registration statement, the Company will not enter into any acquisition, merger,
exchange or sale or other transaction that could have the effect of delaying the
effectiveness  of any  pending  registration  statement  or  causing  an already
effective  registration  statement  to no longer be  effective  or current.  The
foregoing  limitation shall not apply to a transaction in which the shareholders
of the Company, including the Subscribers, will receive not less than one dollar
($1.00) per Share in connection with a stock tender offer to the shareholders of
the Company generally,  or in connection with a sale of all or substantially all
of the assets of the  Company in  connection  with  which the  Subscribers  will
receive one dollar ($1.00) per Share.

                  10.   Covenants  of  the  Company  and  Subscriber   Regarding
Indemnification.

                           (a) The Company  agrees to indemnify,  hold harmless,
reimburse and defend the  Subscribers,  the  Subscribers'  officers,  directors,
agents,  affiliates,  control persons, and principal  shareholders,  against any
claim,  cost,  expense,   liability,   obligation,  loss  or  damage  (including
reasonable legal fees) of any nature, incurred by or imposed upon the Subscriber
or any  such  person  which  results,  arises  out of or is  based  upon (i) any
material  misrepresentation  by Company or breach of any  warranty by Company in
this  Agreement  or in any  Exhibits  or  Schedules  attached  hereto,  or other
agreement  delivered pursuant hereto; or (ii) after any applicable notice and/or
cure  periods,  any  breach or  default  in  performance  by the  Company of any
covenant or undertaking to be performed by the Company  hereunder,  or any other
agreement entered into by the Company and Subscriber relating hereto.

                           (b)  Each  Subscriber   agrees  to  indemnify,   hold
harmless,  reimburse and defend the Company and each of the Company's  officers,
directors, agents, affiliates, control persons against any claim, cost, expense,
liability,  obligation,  loss or damage (including reasonable legal fees) of any
nature,  incurred  by or  imposed  upon the  Company  or any such  person  which
results,  arises out of or is based upon (i) any material  misrepresentation  by
such  Subscriber  in this  Agreement or in any  Exhibits or  Schedules  attached
hereto,  or  other  agreement  delivered  pursuant  hereto;  or (ii)  after  any
applicable  notice and/or cure periods,  any breach or default in performance by
such  Subscriber  of  any  covenant  or  undertaking  to be  performed  by  such
Subscriber  hereunder,  or any other  agreement  entered into by the Company and
Subscribes relating hereto.



                                       11
<PAGE>

                           (c) In no event shall the liability of any Subscriber
or  permitted  successor  hereunder  or under any other  agreement  delivered in
connection  herewith  be  greater in amount  than the  dollar  amount of the net
proceeds  actually  received  by such  Subscriber  upon the sale of  Registrable
Securities (as defined herein).

                           (d) The  procedures  set forth in Section  11.6 shall
apply to the indemnifications set forth in Sections 10(a) and 10(b) above.

                  11.1.  Registration  Rights.  The  Company  hereby  grants the
following registration rights to holders of the Securities.

                           (i)  On  one  occasion,   for  a  period   commencing
ninety-one  (91) days after the Closing  Date,  but not later than two (2) years
after the Closing Date ("Request  Date"),  upon a written request  therefor from
any one or more record holders of more than 50% of the Shares and Warrant Shares
actually  issued upon  exercise of the  Warrants,  the Company shall prepare and
file with the Commission a registration statement under the 1933 Act registering
the Shares and Warrant Shares including Warrant Shares issuable upon exercise of
the Finder's  Warrants  (collectively  "Registrable  Securities")  which are the
subject of such request for  unrestricted  public resale by the holder  thereof.
For  purposes  of  this  Section,   Registrable  Securities  shall  not  include
Securities  which  are  registered  for  resale  in  an  effective  registration
statement or included for registration in a pending registration  statement,  or
which have been issued without  further  transfer  restrictions  after a sale or
transfer  pursuant  to Rule 144  under the 1933 Act.  Upon the  receipt  of such
request,  the Company  shall  promptly  give written  notice to all other record
holders of the Registrable  Securities that such registration statement is to be
filed and shall include in such registration  statement  Registrable  Securities
for which it has  received  written  requests  within  ten (10)  days  after the
Company gives such written notice. Such other requesting record holders shall be
deemed to have  exercised  their  demand  registration  right under this Section
11.1(i).

                           (ii) If the Company at any time  proposes to register
any of its securities under the 1933 Act for sale to the public, whether for its
own account or for the account of other  security  holders or both,  except with
respect  to  registration  statements  on Forms  S-4,  S-8 or  another  form not
available for  registering  the  Registrable  Securities for sale to the public,
provided the Registrable  Securities are not otherwise  registered for resale by
the Subscribers or Holder pursuant to an effective registration statement,  each
such time it will give at least fifteen (15) days' prior  written  notice to the
record holder of the Registrable  Securities of its intention so to do. Upon the
written  request of the holder,  received  by the  Company  within ten (10) days
after the  giving of any such  notice by the  Company,  to  register  any of the
Registrable  Securities not previously  registered,  the Company will cause such
Registrable  Securities as to which registration shall have been so requested to
be included  with the  securities  to be covered by the  registration  statement
proposed to be filed by the  Company,  all to the extent  required to permit the
sale or other  disposition  of the  Registrable  Securities so registered by the
holder of such Registrable Securities (the "Seller" or "Sellers").  In the event
that any registration pursuant to this Section 11.1(ii) shall be, in whole or in
part, an underwritten public offering of common stock of the Company, the number
of shares of Registrable  Securities to be included in such an underwriting  may
be reduced by the managing underwriter if and to the extent that the Company and
the  underwriter  shall  reasonably be of the opinion that such inclusion  would
adversely  affect the  marketing  of the  securities  to be sold by the  Company
therein; provided,  however, that the Company shall notify the Seller in writing
of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4
hereof,  the Company may withdraw or delay or suffer a delay of any registration
statement  referred to in this Section  11.1(ii)  without thereby  incurring any
liability to the Seller.



                                       12
<PAGE>

                           (iii)  If,  at  the  time  any  written  request  for
registration is received by the Company pursuant to Section 11.1(i), the Company
has  determined  to  proceed  with  the  actual  preparation  and  filing  of  a
registration  statement under the 1933 Act in connection with the proposed offer
and sale for cash of any of its securities for the Company's own account and the
Company  actually  does file such other  registration  statement,  such  written
request shall be deemed to have been given pursuant to Section  11.1(ii)  rather
than Section  11.1(i),  and the rights of the holders of Registrable  Securities
covered by such written request shall be governed by Section 11.1(ii).

                           (iv) The Company shall file with the  Commission  not
later than thirty  (30) days after the Closing  Date (the  "Filing  Date"),  and
cause to be declared  effective  within  ninety (90) days after the Closing Date
(the "Effective  Date"), a Form SB-2 registration  statement (the  "Registration
Statement") (or such other form that it is eligible to use) in order to register
the Registrable  Securities for resale and distribution  under the 1933 Act. The
Company  will  register  not less than a number of shares of common stock in the
aforedescribed  registration  statement  that is equal to all of the  Shares and
Warrant Shares issuable pursuant to this Agreement.  The Registrable  Securities
shall be reserved and set aside  exclusively  for the benefit of each Subscriber
and Warrant  holder,  pro rata, and not issued,  employed or reserved for anyone
other than each such Subscriber and Warrant holder.  The Registration  Statement
will  immediately  be  amended or  additional  registration  statements  will be
immediately  filed by the Company as necessary to register  additional shares of
Common  Stock to allow the public  resale of all Common  Stock  included  in and
issuable by virtue of the Registrable Securities. Without the written consent of
the  Subscriber,  no  securities  of the  Company  other  than  the  Registrable
Securities will be included in the Registration Statement except as disclosed on
Schedule 11.1.

                  11.2. Registration Procedures.  If and whenever the Company is
required by the provisions of Section 11.1(i),  11.1(ii),  or (iv) to effect the
registration of any Registrable Securities under the 1933 Act, the Company will,
as expeditiously as possible:

                           (a)  subject  to  the  timelines   provided  in  this
Agreement,  prepare  and  file  with the  Commission  a  registration  statement
required by Section 11, with respect to such securities and use its best efforts
to cause such  registration  statement  to become and remain  effective  for the
period of the distribution contemplated thereby (determined as herein provided),
and promptly provide to the holders of the Registrable  Securities copies of all
filings and Commission  letters of comment and notify  Subscribers and Grushko &
Mittman,  P.C. within  twenty-four (24) hours of declaration of effectiveness of
the registration statement;

                           (b)  prepare  and  file  with  the  Commission   such
amendments  and  supplements to such  registration  statement and the prospectus
used in  connection  therewith  as may be  necessary  to keep such  registration
statement  effective until such registration  statement has been effective for a
period of two (2) years,  and comply  with the  provisions  of the 1933 Act with
respect to the disposition of all of the Registrable  Securities covered by such
registration  statement  in  accordance  with the  Sellers'  intended  method of
disposition set forth in such registration statement for such period;

                           (c) furnish to the Sellers, at the Company's expense,
such number of copies of the registration  statement and the prospectus included
therein  (including each preliminary  prospectus) as such persons reasonably may
request in order to  facilitate  the  public  sale or their  disposition  of the
securities covered by such registration statement;

                           (d) use its best  efforts to  register or qualify the
Sellers' Registrable Securities covered by such registration statement under the
securities or "blue sky" laws of such jurisdictions as the Sellers shall request
in writing,  provided,  however, that the Company shall not for any such purpose
be required to qualify generally to transact  business as a foreign  corporation
in any  jurisdiction  where it is not so  qualified  or to  consent  to  general
service of process in any such jurisdiction;



                                       13
<PAGE>

                           (e) if applicable,  list the  Registrable  Securities
covered by such registration statement with any securities exchange on which the
Common Stock of the Company is then listed;

                           (f) immediately  notify the Sellers when a prospectus
relating  thereto  is  required  to be  delivered  under  the 1933  Act,  of the
happening  of any event of which the Company has  knowledge as a result of which
the  prospectus  contained in such  registration  statement,  as then in effect,
includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading in light of the circumstances then existing; and

                           (g)  provided  same would not be in  violation of the
provision of Regulation FD under the 1934 Act, make  available for inspection by
the Sellers, and any attorney,  accountant or other agent retained by the Seller
or underwriter,  all publicly  available,  non-confidential  financial and other
records,  pertinent corporate documents and properties of the Company, and cause
the  Company's  officers,   directors  and  employees  to  supply  all  publicly
available,  non-confidential  information  reasonably  requested  by the seller,
attorney, accountant or agent in connection with such registration statement.

                  11.3.   Provision  of  Documents.   In  connection  with  each
registration  described  in this  Section 11,  each  Seller will  furnish to the
Company in writing such information and  representation  letters with respect to
itself and the proposed  distribution by it as reasonably  shall be necessary in
order to assure compliance with federal and applicable state securities laws.

                  11.4. Non-Registration Events. The Company and the Subscribers
agree that the Sellers will suffer damages if the Registration  Statement is not
filed by the Filing Date and not  declared  effective by the  Commission  by the
Effective Date, and any registration statement required under Section 11.1(i) or
11.1(ii)  is not  filed  within  60 days  after  written  request  and  declared
effective by the Commission  within 150 days after such request,  and maintained
in the manner and within the time periods contemplated by Section 11 hereof, and
it would not be feasible to ascertain the extent of such damages with precision.
Accordingly,  if (i) the  Registration  Statement  is not filed on or before the
Filing  Date  or is not  declared  effective  on or  before  the  sooner  of the
Effective Date, or within three (3) business days of receipt by the Company of a
written  or  oral  communication  from  the  Commission  that  the  Registration
Statement will not be reviewed or that the  Commission has no further  comments,
(ii) if the registration  statement described in Sections 11.1(i) or 11.1(ii) is
not  filed  within  60 days  after  such  written  request,  or is not  declared
effective within 150 days after such written request,  or (iii) any registration
statement  described  in  Sections  11.1(i),  11.1(ii)  or 11.1(iv) is filed and
declared  effective but shall  thereafter  cease to be effective  (without being
succeeded  within ten (10) business days by an effective  replacement or amended
registration  statement)  for a period of time which shall exceed 30 days in the
aggregate per year  (defined as a period of 365 days  commencing on the date the
Registration  Statement is declared  effective) or more than 20 consecutive days
(each such event referred to in clauses (i), (ii) and (iii) of this Section 11.4
is referred to herein as a  "Non-Registration  Event"),  then the Company  shall
deliver to the holder of  Registrable  Securities,  as  Liquidated  Damages,  an
amount  equal to $.067  for each day of the  Purchase  Price of the  Shares  and
actually paid  "Purchase  Price" (as defined in the Warrants) of Warrant  Shares
issued or issuable upon  exercise of the Warrants,  whether or not such Warrants
have been exercised in whole or in part, for the Registrable Securities owned of
record by such  holder as of and during the  pendency  of such  Non-Registration
Event which are subject to such Non-Registration Event. The Company must pay the
Liquidated  Damages in cash  within  ten (10) days after the end of each  thirty
(30) day  period or  shorter  part  thereof  for which  Liquidated  Damages  are
payable.  In the event a Registration  Statement is filed by the Filing Date but
is withdrawn  prior to being  declared  effective by the  Commission,  then such
Registration Statement will be deemed to have not been filed.

                  11.5.  Expenses.  All  expenses  incurred  by the  Company  in
complying with Section 11, including,  without limitation,  all registration and
filing fees, printing expenses,  fees and disbursements of Company's counsel and
independent  public  accountants for the Company,  fees and expenses  (including
reasonable  counsel  fees of  Company's  counsel)  incurred in  connection  with
complying  with  state  securities  or "blue  sky"  laws,  fees of the  National


                                       14
<PAGE>

Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents
and registrars, costs of insurance and fee of one counsel for all Sellers (in an
amount  not  to  exceed   $5,000)  are  called   "Registration   Expenses."  All
underwriting  discounts  and  selling  commissions  applicable  to the  sale  of
Registrable  Securities,  including any fees and disbursements of any additional
counsel to the Seller,  are called "Selling  Expenses." The Company will pay all
Registration  Expenses  in  connection  with the  registration  statement  under
Section 11.  Selling  Expenses in connection  with each  registration  statement
under Section 11 shall be borne by the Seller and may be  apportioned  among the
Sellers in proportion to the number of shares sold by the Seller relative to the
number of shares  sold  under  such  registration  statement  or as all  Sellers
thereunder may agree.

                  11.6. Indemnification and Contribution.

                           (a) In the event of a registration of any Registrable
Securities  under the 1933 Act pursuant to Section 11, the Company  will, to the
extent permitted by law, indemnify and hold harmless the Seller, each officer of
the Seller,  each director of the Seller,  each  underwriter of such Registrable
Securities thereunder and each other person, if any, who controls such Seller or
underwriter  within the meaning of the 1933 Act,  against  any  losses,  claims,
damages  or  liabilities,  joint  or  several,  to  which  the  Seller,  or such
underwriter  or  controlling  person  may become  subject  under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  registration  statement
under  which  such  Registrable  Securities  was  registered  under the 1933 Act
pursuant to Section 11, any preliminary prospectus or final prospectus contained
therein,  or any amendment or supplement  thereof,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements  therein not misleading
in light of the  circumstances  when made, and will subject to the provisions of
Section  11.6(c)  reimburse  the  Seller,  each such  underwriter  and each such
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action; provided,  however, that the Company shall not be liable to
the Seller to the extent that any such damages arise out of or are based upon an
untrue  statement  or omission  made in any  preliminary  prospectus  if (i) the
Seller failed to send or deliver a copy of the final prospectus delivered by the
Company to the Seller with or prior to the delivery of written  confirmation  of
the sale by the Seller to the person asserting the claim from which such damages
arise,  (ii) the final  prospectus would have corrected such untrue statement or
alleged untrue statement or such omission or alleged  omission,  or (iii) to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission so made in conformity with information furnished by any such Seller, or
any such controlling person in writing specifically for use in such registration
statement or prospectus.

                           (b)  In the  event  of a  registration  of any of the
Registrable  Securities  under the 1933 Act  pursuant to Section 11, each Seller
severally but not jointly will,  to the extent  permitted by law,  indemnify and
hold  harmless  the Company,  and each person,  if any, who controls the Company
within the  meaning of the 1933 Act,  each  officer of the Company who signs the
registration statement,  each director of the Company, each underwriter and each
person who controls any underwriter  within the meaning of the 1933 Act, against
all losses,  claims,  damages or  liabilities,  joint or  several,  to which the
Company or such officer, director,  underwriter or controlling person may become
subject under the 1933 Act or otherwise, insofar as such losses, claims, damages
or  liabilities  (or actions in respect  thereof) arise out of or are based upon
any untrue  statement or alleged untrue statement of any material fact contained
in the  registration  statement  under which such  Registrable  Securities  were
registered under the 1933 Act pursuant to Section 11, any preliminary prospectus
or final prospectus  contained therein,  or any amendment or supplement thereof,
or arise out of or are based  upon the  omission  or alleged  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements therein not misleading,  and will reimburse the Company and each such
officer,  director,  underwriter and  controlling  person for any legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending any such loss, claim, damage, liability or action, provided,  however,
that the  Seller  will be liable  hereunder  in any such case if and only to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission made in reliance upon and in conformity with information  pertaining to
such  Seller,  as such,  furnished  in  writing to the  Company  by such  Seller
specifically for use in such registration statement or prospectus, and provided,
further, however, that the liability of the Seller hereunder shall be limited to
the net proceeds  actually  received by the Seller from the sale of  Registrable
Securities covered by such registration statement.



                                       15
<PAGE>

                           (c) Promptly  after receipt by an  indemnified  party
hereunder of notice of the commencement of any action,  such  indemnified  party
shall,  if a claim in respect  thereof is to be made  against  the  indemnifying
party  hereunder,  notify the  indemnifying  party in writing  thereof,  but the
omission  so to notify  the  indemnifying  party  shall not  relieve it from any
liability  which it may have to such  indemnified  party  other  than under this
Section  11.6(c) and shall only relieve it from any liability  which it may have
to such indemnified party under this Section 11.6(c),  except and only if and to
the extent the  indemnifying  party is prejudiced by such omission.  In case any
such action shall be brought against any  indemnified  party and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to  participate  in and, to the extent it shall wish,  to assume and
undertake  the defense  thereof with counsel  satisfactory  to such  indemnified
party,  and, after notice from the indemnifying  party to such indemnified party
of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such  indemnified  party under this Section 11.6(c)
for any  legal  expenses  subsequently  incurred  by such  indemnified  party in
connection with the defense thereof other than reasonable costs of investigation
and of liaison  with  counsel  so  selected,  provided,  however,  that,  if the
defendants  in any such  action  include  both  the  indemnified  party  and the
indemnifying  party and the indemnified  party shall have  reasonably  concluded
that there may be reasonable  defenses  available to it which are different from
or additional to those available to the  indemnifying  party or if the interests
of the indemnified party reasonably may be deemed to conflict with the interests
of the indemnifying  party, the indemnified  parties, as a group, shall have the
right to select one  separate  counsel  and to assume  such legal  defenses  and
otherwise  to  participate  in the defense of such action,  with the  reasonable
expenses and fees of such separate  counsel and other  expenses  related to such
participation to be reimbursed by the indemnifying party as incurred.

                           (d) In  order  to  provide  for  just  and  equitable
contribution  in the event of joint  liability under the 1933 Act in any case in
which either (i) a Seller, or any controlling person of a Seller,  makes a claim
for  indemnification  pursuant  to  this  Section  11.6  but  it  is  judicially
determined  (by the entry of a final  judgment or decree by a court of competent
jurisdiction  and the  expiration  of time to appeal  or the  denial of the last
right of appeal)  that such  indemnification  may not be  enforced  in such case
notwithstanding  the fact that this Section 11.6 provides for indemnification in
such case, or (ii)  contribution  under the 1933 Act may be required on the part
of the Seller or  controlling  person of the Seller in  circumstances  for which
indemnification  is not provided under this Section 11.6; then, and in each such
case,  the Company  and the Seller  will  contribute  to the  aggregate  losses,
claims,  damages or liabilities to which they may be subject (after contribution
from others) in such  proportion so that the Seller is responsible  only for the
portion  represented  by the  percentage  that the public  offering price of its
securities  offered by the  registration  statement bears to the public offering
price  of all  securities  offered  by such  registration  statement,  provided,
however,  that,  in any  such  case,  (y) the  Seller  will not be  required  to
contribute  any  amount  in  excess  of the  public  offering  price of all such
securities  offered by it pursuant to such  registration  statement;  and (z) no
person or entity guilty of fraudulent  misrepresentation  (within the meaning of
Section 10(f) of the 1933 Act) will be entitled to contribution  from any person
or entity who was not guilty of such fraudulent misrepresentation.

                  11.7. Delivery of Unlegended Shares.

                           (a) Within three (3) business  days (such third (3rd)
business day, the  "Unlegended  Shares Delivery Date") after the business day on
which the Company has received  (i) a notice that  Registrable  Securities  have
been sold either  pursuant to the  Registration  Statement or Rule 144 under the
1933 Act, (ii) a representation  that the prospectus delivery  requirements,  or


                                       16
<PAGE>

the requirements of Rule 144, as applicable,  have been satisfied, and (iii) the
original share  certificates  representing  the shares of Common Stock that have
been  sold,   and  (iv)  in  the  case  of  sales  under  Rule  144,   customary
representation  letters of the Subscriber and/or  Subscriber's  broker regarding
compliance with the  requirements  of Rule 144, the Company at its expense,  (y)
shall deliver, and shall cause legal counsel selected by the Company to deliver,
to its transfer agent (with copies to Subscriber) an appropriate instruction and
opinion  of such  counsel,  directing  the  delivery  of shares of Common  Stock
without any legends  including  the legends set forth in Sections  4(e) and 4(f)
above,  issuable  pursuant to any effective and current  Registration  Statement
described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933
Act  (the  "Unlegended   Shares");   and  (z)  cause  the  transmission  of  the
certificates  representing  the  Unlegended  Shares  together  with  a  legended
certificate  representing  the balance of the unsold shares of Common Stock,  if
any, to the  Subscriber  at the  address  specified  in the notice of sale,  via
express courier, by electronic transfer or otherwise on or before the Unlegended
Shares Delivery Date. Transfer fees shall be the responsibility of the Seller.

                           (b)  In  lieu  of  delivering  physical  certificates
representing  the  Unlegended   Shares,  if  the  Company's  transfer  agent  is
participating in the Depository Trust Company ("DTC") Fast Automated  Securities
Transfer  program,  upon request of a  Subscriber,  so long as the  certificates
therefor do not bear a legend and the Subscriber is not obligated to return such
certificate for the placement of a legend  thereon,  the Company shall cause its
transfer agent to electronically transmit the Unlegended Shares by crediting the
account of  Subscriber's  prime  Broker with DTC through its Deposit  Withdrawal
Agent Commission system.  Such delivery must be made on or before the Unlegended
Shares Delivery Date.

                           (c)  The  Company  understands  that a  delay  in the
delivery  of the  Unlegended  Shares  pursuant  to Section 11 hereof  beyond the
Unlegended  Shares  Delivery Date could result in economic loss to a Subscriber.
As  compensation  to a Subscriber  for such loss, the Company agrees to pay late
payment fees (as liquidated  damages and not as a penalty) to the Subscriber for
late delivery of Unlegended  Shares in the amount of $100 per business day after
the Delivery Date for each $10,000 of purchase  price of the  Unlegended  Shares
subject to the delivery default. If during any 360 day period, the Company fails
to deliver  Unlegended  Shares as required by this Section 11.7 for an aggregate
of thirty (30) days, then each Subscriber or assignee holding Securities subject
to such default  may, at its option,  require the Company to purchase all or any
portion of the Shares and Warrant  Shares subject to such default at a price per
share  equal to 130% of the  Purchase  Price of such  Common  Stock and  Warrant
Shares.  The  Company  shall pay any  payments  incurred  under this  Section in
immediately available funds upon demand.

                           (d) In addition to any other  rights  available  to a
Subscriber, if the Company fails to deliver to a Subscriber Unlegended Shares as
required  pursuant to this  Agreement,  within ten (10)  calendar days after the
Unlegended Shares Delivery Date and the Subscriber  purchases (in an open market
transaction or otherwise) shares of common stock to deliver in satisfaction of a
sale by such  Subscriber  of the  shares of Common  Stock  which the  Subscriber
anticipated receiving from the Company (a "Buy-In"),  then the Company shall pay
in cash to the Subscriber  (in addition to any remedies  available to or elected
by the Subscriber) the amount by which (A) the Subscriber's total purchase price
(including  brokerage  commissions,  if any) for the  shares of common  stock so
purchased exceeds (B) the aggregate purchase price of the shares of Common Stock
delivered to the Company for  reissuance  as  Unlegended  Shares,  together with
interest thereon at a rate of 15% per annum,  accruing until such amount and any
accrued  interest  thereon  is paid  in  full  (which  amount  shall  be paid as
liquidated damages and not as a penalty). For example, if a Subscriber purchases
shares of Common  Stock  having a total  purchase  price of  $11,000  to cover a
Buy-In  with  respect  to $10,000 of  purchase  price of shares of Common  Stock
delivered to the Company for reissuance as Unlegended  Shares, the Company shall
be required to pay the Subscriber  $1,000,  plus interest.  The Subscriber shall
provide  the  Company  written  notice  indicating  the  amounts  payable to the
Subscriber in respect of the Buy-In.



                                       17
<PAGE>

                           (e) In the event a Subscriber  shall request delivery
of Unlegended Shares as described in Section 11.7(e) and the Company is required
to deliver such Unlegended  Shares pursuant to Section 11.7(e),  the Company may
not refuse to deliver  Unlegended Shares based on any claim that such Subscriber
or any one associated or affiliated with such Subscriber has been engaged in any
violation of law, or for any other  reason,  unless,  an injunction or temporary
restraining order from a court, on notice, restraining and or enjoining delivery
of such Unlegended  Shares or exercise of all or part of said Warrant shall have
been  sought and  obtained  and the  Company  has  posted a surety  bond for the
benefit of such  Subscriber in the amount of 115% of the amount of the aggregate
purchase  price of the Common Stock and Warrant  Shares which are subject to the
injunction  or temporary  restraining  order,  which bond shall remain in effect
until the completion of  arbitration/litigation  of the dispute and the proceeds
of which shall be payable to such  Subscriber to the extent  Subscriber  obtains
judgment in Subscriber's favor.

                  12. (a) Right of First Refusal.  During the Exclusion  Period,
the  Subscribers  shall be given not less than  seven (7)  business  days  prior
written  notice of any proposed sale by the Company of its common stock or other
securities or debt  obligations,  except in connection  with (i) employee  stock
options  or  compensation  plans,  (ii)  as  full or  partial  consideration  in
connection with any merger,  consolidation or purchase of  substantially  all of
the securities or assets of any  corporation or other entity,  (iii) as has been
described in the Reports, Schedules attached hereto or Other Written Information
filed or delivered  prior to the Closing Date, (iv) issuances of Common Stock to
the Chief Executive  Officer and Chief Operating  Officer of the Company in lieu
of cash  compensation,  consistent  with  past  practices  of the  Company,  and
provided such Common Stock is valued at not less than one-half the closing price
of the Common Stock as reported by Bloomberg  L.P. for the  Principal  Market on
the day such Common  Stock is approved for  issuance by the  Company's  board of
directors,  (v) Common Stock and Warrants  for an  aggregate  Purchase  Price of
$25,000  to be issued to the  attorneys  for the  Company  for fees  payable  in
connection with preparation of the Registration  Statement with such issuance to
be on the same terms and  conditions  as the issuance of the  Securities  to the
Subscribers,  respectively,  (vi) sales of securities to strategic partners, and
(vii)  sales of stock at a price of $0.35 per share or greater in  exchange  for
outstanding  indebtedness not to exceed $120,000 in the aggregate  (collectively
"Excepted  Issuances").  The  Subscribers  who exercise their rights pursuant to
this  Section  12(a)  shall have the right  during the seven (7)  business  days
following  receipt of the notice to purchase all of such offered  common  stock,
debt or other  securities in accordance  with the terms and conditions set forth
in the notice of sale in the same  proportion to each other as their purchase of
Shares in the  Offering.  In the event such terms and  conditions  are  modified
during the notice period,  the Subscribers  shall be given prompt notice of such
modification and shall have the right during the original notice period or for a
period  of seven  (7)  business  days  following  the  notice  of  modification,
whichever is longer, to exercise such right.

                           (b)  Offering  Restrictions.   During  the  Exclusion
Period except in  connection  with the Excepted  Issuances or the Offering,  the
Company will not enter into any agreement to, nor issue any equity,  convertible
debt or other securities convertible into common stock without the prior written
consent of the Subscribers, which consent may be withheld for any reason.

                           (c)  Favored  Nations   Provision.   Other  than  the
Excepted  Issuances,  if at any time during the Exclusion Period, if the Company
shall offer, issue or agree to issue any common stock or securities  convertible
into or  exercisable  for shares of common stock (or modify any of the foregoing
which may be outstanding at any time prior to the Closing Date) to any person or
entity at a price per share or  conversion  or  exercise  price per share  which
shall be less than the Per Share  Purchase  Price,  without  the consent of each
Subscriber holding Shares, then the Company shall issue, for each such occasion,
additional  shares of Common  Stock to each  Subscriber  so that the average Per
Share  Purchase Price of the shares of Common Stock issued to the Subscriber (of
only the Common Stock or Warrant Shares still owned by the  Subscriber) is equal
to such other  lower price per share.  The  delivery  to the  Subscriber  of the
additional  shares of Common  Stock shall be not later than the closing  date of
the  transaction  giving rise to the requirement to issue  additional  shares of
Common Stock.  The Subscriber is granted the  registration  rights  described in
Section 11 hereof in relation to such  additional  shares of Common Stock except
that the Filing Date and Effective Date vis-a-vis such additional  common shares
shall be, respectively,  the sixtieth (60th) and one hundred and fifieth (150th)
date  after  the  closing  date  giving  rise to the  requirement  to issue  the
additional  shares of Common Stock.  For purposes of the issuance and adjustment
described  in this  paragraph,  the  issuance  of any  security  of the  Company
carrying  the right to convert such  security  into shares of Common Stock or of
any  warrant,  right or option to  purchase  Common  Stock  shall  result in the
issuance  of the  additional  shares of Common  Stock upon the  issuance of such
convertible  security,  warrant,  right or option and again upon any  subsequent
issuances of shares of Common Stock upon exercise of such conversion or purchase
rights if such  issuance  is at a price  lower than the then Per Share  Purchase
Price. The rights of the Subscriber set forth in this Section 12 are in addition
to any other rights the  Subscriber has pursuant to this Agreement and any other
agreement referred to or entered into in connection herewith.



                                       18
<PAGE>

                           (d)  Maximum  Exercise  of  Rights.  In the event the
exercise of the rights described in Sections 12(a) and 12(c) would result in the
issuance  of an amount of common  stock of the  Company  that  would  exceed the
maximum  amount  that may be issued to a  Subscriber  calculated  in the  manner
described  in Section 10 of the Warrant,  then the  issuance of such  additional
shares of common  stock of the  Company to such  Subscriber  will be deferred in
whole or in part until such time as such Subscriber is able to beneficially  own
such common stock without  exceeding the maximum amount set forth  calculated in
the manner  described in Section 10 of the Warrant.  The  determination  of when
such common stock may be issued shall be made by each Subscriber as to only such
Subscriber.

                  13.      Miscellaneous.

                           (a)   Notices.   All  notices,   demands,   requests,
consents,  approvals,  and other communications  required or permitted hereunder
shall  be in  writing  and,  unless  otherwise  specified  herein,  shall be (i)
personally served, (ii) deposited in the mail,  registered or certified,  return
receipt  requested,  postage  prepaid,  (iii) delivered by reputable air courier
service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or
facsimile,  addressed as set forth below or to such other  address as such party
shall  have  specified  most  recently  by written  notice.  Any notice or other
communication  required  or  permitted  to be given  hereunder  shall be  deemed
effective  (a) upon hand  delivery  or  delivery  by  facsimile,  with  accurate
confirmation  generated by the transmitting facsimile machine, at the address or
number  designated  below (if delivered on a business day during normal business
hours where such notice is to be received),  or the first business day following
such delivery (if delivered  other than on a business day during normal business
hours where such notice is to be  received)  or (b) on the second  business  day
following  the date of  mailing  by  express  courier  service,  fully  prepaid,
addressed to such address,  or upon actual  receipt of such  mailing,  whichever
shall first occur. The addresses for such communications shall be: (i) if to the
Company,  to: Millennium  Biotechnologies  Group,  Inc., 665 Martinsville  Road,
Suite  219,  Basking  Ridge,  NJ 07920,  Attn:  Jerry  Swon,  telecopier:  (908)
630-0653,  with a copy by telecopier only to: Silverman Sclar Shin & Byrne PLLC,
381 Park Avenue South, Suite 1601, New York, NY 10016, Attn: Peter R. Silverman,
Esq.,  telecopier:  (212) 779-8858,  (ii) if to the Subscribers,  to: the one or
more addresses and telecopier  numbers  indicated on the signature pages hereto,
with an additional  copy by telecopier  only to:  Grushko & Mittman,  P.C.,  551
Fifth Avenue,  Suite 1601, New York, New York 10176,  telecopier  number:  (212)
697-3575,  and  (iii) if to the  Finder,  to:  Ashfield  Investments  Inc.,  140
Birmensdorfer Street, 8003 Zurich,  Switzerland,  Attn: Mosi Kraus,  telecopier:
011-411-451-0946.

                           (b) Closing.  The  consummation  of the  transactions
contemplated herein shall take place at the offices of Grushko & Mittman,  P.C.,
551 Fifth Avenue, Suite 1601, New York, New York 10176, upon the satisfaction of
all conditions to Closing set forth in this Agreement ("Closing Date").

                           (c) Entire Agreement;  Assignment. This Agreement and
other documents  delivered in connection herewith represent the entire agreement
between the parties  hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties.  Neither the Company nor the
Subscribers have relied on any  representations  not contained or referred to in
this Agreement and the documents delivered  herewith.  No right or obligation of
either  party shall be assigned by that party  without  prior  notice to and the
written consent of the other party.



                                       19
<PAGE>

                           (d)  Counterparts/Execution.  This  Agreement  may be
executed in any number of counterparts and by the different  signatories  hereto
on separate  counterparts,  each of which, when so executed,  shall be deemed an
original,  but all  such  counterparts  shall  constitute  but one and the  same
instrument.  This Agreement may be executed by facsimile signature and delivered
by facsimile transmission.

                           (e) Law  Governing  this  Agreement.  This  Agreement
shall be governed by and construed in  accordance  with the laws of the State of
New York without  regard to principles of conflicts of laws.  Any action brought
by either party against the other  concerning the  transactions  contemplated by
this  Agreement  shall be brought only in the state courts of New York or in the
federal courts located in the state of New York. The parties and the individuals
executing this Agreement and other agreements referred to herein or delivered in
connection herewith on behalf of the Company agree to submit to the jurisdiction
of such courts and waive trial by jury. The  prevailing  party shall be entitled
to recover from the other party its reasonable attorney's fees and costs. In the
event that any provision of this Agreement or any other  agreement  delivered in
connection  herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed  inoperative to the extent that
it may  conflict  therewith  and shall be deemed  modified to conform  with such
statute  or  rule of  law.  Any  such  provision  which  may  prove  invalid  or
unenforceable  under any law shall not affect the validity or  enforceability of
any other provision of any agreement.

                           (f) Specific  Enforcement,  Consent to  Jurisdiction.
The Company and Subscriber  acknowledge and agree that irreparable  damage would
occur  in the  event  that  any of the  provisions  of this  Agreement  were not
performed in accordance with their specific terms or were otherwise breached. It
is  accordingly  agreed that the parties  shall be entitled to an  injunction or
injunctions  to prevent or cure breaches of the provisions of this Agreement and
to enforce  specifically the terms and provisions hereof, this being in addition
to any  other  remedy  to which any of them may be  entitled  by law or  equity.
Subject  to  Section  13(e)  hereof,  each of the  Company,  Subscriber  and any
signator hereto in his personal capacity hereby waives, and agrees not to assert
in any such suit,  action or  proceeding,  any claim  that it is not  personally
subject to the jurisdiction in New York of such court,  that the suit, action or
proceeding  is brought in an  inconvenient  forum or that the venue of the suit,
action or proceeding is improper.  Nothing in this Section shall affect or limit
any right to serve process in any other manner permitted by law.

                           (g) Independent Nature of Obligations and Rights. The
obligations  of each  Subscriber  hereunder  are  several and not joint with the
obligations of any other Subscriber  hereunder,  and no such Subscriber shall be
responsible  in any way for the  performance  of the  obligations  of any  other
hereunder.

                           (h)  Equitable  Adjustment.  The  Securities  and the
purchase prices of Securities  shall be equitably  adjusted to offset the effect
of stock  splits,  stock  dividends,  and  distributions  of  property or equity
interests of the Company to its shareholders.



                                       20
<PAGE>

                    SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

         Please  acknowledge  your  acceptance  of  the  foregoing  Subscription
Agreement by signing and returning a copy to the undersigned  whereupon it shall
become a binding agreement between us.

                                MILLENNIUM BIOTECHNOLOGIES
                                GROUP, INC.
                                a Delaware corporation

                                By:_________________________________
                                   Name:
                                   Title:

                                Dated: April 30, 2004



<TABLE>
<CAPTION>
--------------------------------------------- -------------------- ---------------------- ------------------- -------------------
SUBSCRIBER                                    PURCHASE PRICE       SHARES                 A WARRANTS          B WARRANTS
--------------------------------------------- -------------------- ---------------------- ------------------- -------------------
<S>                                           <C>                  <C>                   <C>                    <C>


______________________________
Print Name of Subscriber

______________________________
(Signature)

_____________________________
Print Name and Title

Address:______________________

_____________________________
Fax: _________________________
Tax ID Number:________________
(if any)
--------------------------------------------- -------------------- ---------------------- ------------------- -------------------
</TABLE>



                                       21
<PAGE>

                         LIST OF EXHIBITS AND SCHEDULES
                         ------------------------------

         Exhibit A                  Form of A Warrant

         Exhibit B                  Form of B Warrant

         Exhibit C                  Escrow Agreement

         Exhibit D                  Form of Legal Opinion

         Schedule 5(d)              Additional Issuances

         Schedule 5(q)              Undisclosed Liabilities

         Schedule 5(s)              Capitalization

         Schedule 9(e)              Use of Proceeds

         Schedule 11.1              Other Securities to be Registered




                                       22