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  UNDER  SAID ACT OR AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO MILLENNIUM BIOTECHNOLOGIES GROUP, INC. THAT SUCH REGISTRATION IS
NOT REQUIRED.

                           Right to Purchase  ___________ shares of Common Stock
                           of Millennium Biotechnologies Group, Inc. (subject to
                           adjustment as provided herein)


                         COMMON STOCK PURCHASE WARRANT B

No. 2004-B-APR-001                                    Issue Date: April 30, 2004

         MILLENNIUM  BIOTECHNOLOGIES  GROUP, INC., a corporation organized under
the laws of the State of Delaware (the  "Company"),  hereby  certifies that, for
value                       received,                       ___________________,
___________________________________________________,  Fax: _____________, or its
assigns (the  "Holder"),  is entitled,  subject to the terms set forth below, to
purchase  from the  Company  at any time  after the Issue  Date until 5:00 p.m.,
E.S.T on the fifth anniversary of the Issue Date (the "Expiration  Date"), up to
__________  fully  paid and  nonassessable  shares  of the  common  stock of the
Company (the "Common Stock"),  $.001 par value per share at a per share purchase
price of $0.75.  The  aforedescribed  purchase price per share, as adjusted from
time to time as herein provided,  is referred to herein as the "Purchase Price."
The number and  character of such shares of Common Stock and the Purchase  Price
are  subject to  adjustment  as  provided  herein.  The  Company  may reduce the
Purchase Price without the consent of the Holder. Capitalized terms used and not
otherwise  defined  herein  shall have the  meanings  set forth in that  certain
Subscription  Agreement (the  "Subscription  Agreement"),  dated April 30, 2004,
entered into by the Company and the Holder.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         (a) The term "Company" shall include Millennium  Biotechnologies Group,
Inc.  and any  corporation  which  shall  succeed or assume the  obligations  of
Millennium Biotechnologies Group, Inc. hereunder.

         (b) The term "Common  Stock"  includes (a) the Company's  Common Stock,
$.001  par  value  per  share,  as  authorized  on the date of the  Subscription
Agreement,  and (b) any  other  securities  into  which or for  which any of the
securities  described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

          (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the holder of the  Warrant at any time  shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 4 or otherwise.



                                       1
<PAGE>

         1. Exercise of Warrant.

                  1.1. Number of Shares  Issuable upon Exercise.  From and after
the Issue Date through and  including  the  Expiration  Date,  the Holder hereof
shall  be  entitled  to  receive,  upon  exercise  of this  Warrant  in whole in
accordance  with the terms of subsection 1.2 or upon exercise of this Warrant in
part in accordance  with  subsection 1.3, shares of Common Stock of the Company,
subject to adjustment pursuant to Section 4.

                  1.2. Full  Exercise.  This Warrant may be exercised in full by
the Holder  hereof by delivery of an original or  facsimile  copy of the form of
subscription  attached  as  Exhibit  A hereto  (the  "Subscription  Form")  duly
executed by such Holder and surrender of the original  Warrant to the Company at
its  principal  office  or at the  office  of its  Warrant  Agent  (as  provided
hereinafter),  accompanied by payment, in cash, wire transfer or by certified or
official bank check payable to the order of the Company,  in the amount obtained
by  multiplying  the number of shares of Common  Stock for which this Warrant is
then exercisable by the Purchase Price then in effect.

                  1.3. Partial  Exercise.  This Warrant may be exercised in part
(but not for a fractional  share) by surrender of this Warrant in the manner and
at the place  provided in subsection  1.2 except that the amount  payable by the
Holder on such partial  exercise shall be the amount obtained by multiplying (a)
the  number of whole  shares of Common  Stock  designated  by the  Holder in the
Subscription  Form by (b) the Purchase Price then in effect. On any such partial
exercise,  the Company,  at its expense,  will forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor,  in the name of
the  Holder  hereof  or as such  Holder  (upon  payment  by such  Holder  of any
applicable  transfer  taxes) may  request,  the whole number of shares of Common
Stock for which such Warrant may still be exercised.

                  1.4. Fair Market Value. Fair Market Value of a share of Common
Stock as of a particular date (the "Determination Date") shall mean:

                           (a) If the  Company's  Common  Stock is  traded on an
exchange or is quoted on the National  Association of Securities  Dealers,  Inc.
Automated  Quotation  ("NASDAQ"),  National  Market System,  the NASDAQ SmallCap
Market or the American Stock  Exchange,  LLC, then the average of the closing or
last sale price,  respectively,  reported for the five business days immediately
preceding the Determination Date;

                           (b) If the Company's Common Stock is not traded on an
exchange or on the NASDAQ National Market System,  the NASDAQ SmallCap Market or
the American Stock Exchange, Inc., but is traded in the over-the-counter market,
then  the  average  of the  closing  bid and ask  prices  reported  for the last
business day immediately preceding the Determination Date;

                           (c) Except as  provided  in clause (d) below,  if the
Company's  Common  Stock is not  publicly  traded,  then as the  Holder  and the
Company  agree,  or in the  absence  of such an  agreement,  by  arbitration  in
accordance with the rules then standing of the American Arbitration Association,
before a single  arbitrator  to be chosen from a panel of persons  qualified  by
education and training to pass on the matter to be decided; or

                           (d) If  the  Determination  Date  is  the  date  of a
liquidation, dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company's charter, then all amounts to
be payable per share to holders of the Common  Stock  pursuant to the charter in
the event of such liquidation, dissolution or winding up, plus all other amounts
to be payable per share in respect of the Common Stock in liquidation  under the
charter,  assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are  outstanding
at the Determination Date.



                                       2
<PAGE>

                  1.5. Company Acknowledgment.  The Company will, at the time of
the exercise of the Warrant,  upon the request of the Holder hereof  acknowledge
in writing  its  continuing  obligation  to afford to such  Holder any rights to
which  such  Holder  shall  continue  to be  entitled  after  such  exercise  in
accordance with the provisions of this Warrant. If the Holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such Holder any such rights.

                  1.6. Trustee for Warrant Holders.  In the event that a bank or
trust  company  shall  have been  appointed  as  trustee  for the  Holder of the
Warrants  pursuant to Subsection  3.2, such bank or trust company shall have all
the powers and duties of a warrant agent (as  hereinafter  described)  and shall
accept,  in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

                  1.7  Delivery of Stock  Certificates,  etc. on  Exercise.  The
Company  agrees that the shares of Common Stock  purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner of
such shares as of the close of business on the date on which this Warrant  shall
have been surrendered and payment made for such shares as aforesaid.  As soon as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event within five (5) days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the Holder  hereof,  or as such Holder (upon payment by such
Holder  of  any  applicable  transfer  taxes)  may  direct  in  compliance  with
applicable securities laws, a certificate or certificates for the number of duly
and validly  issued,  fully paid and  nonassessable  shares of Common  Stock (or
Other  Securities)  to which such Holder  shall be  entitled  on such  exercise,
together with any other stock or other securities and property  (including cash,
where  applicable) to which such Holder is entitled upon such exercise  pursuant
to Section 1 or otherwise.

          2.      Cashless Exercise.

                  (a) If a Registration Statement as defined in the Subscription
Agreement  ("Registration  Statement")  is effective and the Holder may sell its
shares of Common Stock upon exercise hereof,  this Warrant may be exercisable in
whole or in part for cash  only as set  forth  in  Section  1 above.  If no such
Registration  Statement is  available,  payment upon exercise may be made at the
option of the  Holder  either in (i) cash,  wire  transfer  or by  certified  or
official bank check payable to the order of the Company equal to the  applicable
aggregate  Purchase  Price,  (ii)  commencing 120 days after the Closing Date by
delivery of Common Stock  issuable  upon  exercise of the Warrants in accordance
with Section (b) below ("Cashless  Exercise") or (iii) commencing 120 days after
the Closing  Date by a  combination  of any of the  foregoing  methods,  for the
number of Common Stock  specified in such form (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable  to the holder  per the terms of this  Warrant)  and the  holder  shall
thereupon be entitled to receive the number of duly authorized,  validly issued,
fully  paid and  nonassessable  shares  of Common  Stock  (or Other  Securities)
determined as provided herein.

                  (b) If the Fair Market  Value of one share of Common  Stock is
greater than the Purchase  Price (at the date of calculation as set forth below)
and no Registration  Statement relating to the shares of Common Stock underlying
this Warrant is  effective,  in lieu of  exercising  this Warrant for cash,  the
holder may elect to receive shares equal to the value (as  determined  below) of
this  Warrant (or the portion  thereof  being  cancelled)  by  surrender of this
Warrant  at the  principal  office of the  Company  together  with the  properly
endorsed  Subscription Form in which event the Company shall issue to the holder
a number of shares of Common Stock computed using the following formula:



                                       3
<PAGE>

                           X= Y (A-B)
                              -------
                                 A

                  Where    X=       the number of shares of Common Stock to be
                                    issued to the holder

                           Y=       the   number  of  shares  of  Common   Stock
                                    purchasable  under the Warrant or, if only a
                                    portion of the  Warrant is being  exercised,
                                    the portion of the Warrant  being  exercised
                                    (at the date of such calculation)

                           A=       the Fair  Market  Value of one  share of the
                                    Company's  Common Stock (at the date of such
                                    calculation)

                           B=       Purchase Price (as adjusted to the date of
                                    such calculation)

              (c) The Holder may employ the cashless  exercise feature described
above only  during the  pendency of a  Non-Registration  Event as  described  in
Section 11 of the Subscription Agreement.

              (d) For purposes of Rule 144 promulgated under the 1933 Act, it is
intended,   understood  and  acknowledged  that  the  Commission  currently  has
interpreted  Rule 144 to mean  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the holding period for the Warrant Shares shall be deemed to have commenced,  on
the date  this  Warrant  was  originally  issued  pursuant  to the  Subscription
Agreement.

         3.       Adjustment for Reorganization, Consolidation, Merger, etc.

                  3.1.  Reorganization,  Consolidation,  Merger, etc. In case at
any time or from time to time,  the Company  shall (a) effect a  reorganization,
(b)  consolidate  with or merge  into any other  person or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise hereof as provided in Section 1, at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

                  3.2.  Dissolution.  In the  event  of any  dissolution  of the
Company  following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution,  shall at its expense deliver or
cause to be delivered  the stock and other  securities  and property  (including
cash,  where  applicable)  receivable  by the Holder of the  Warrants  after the
effective date of such dissolution pursuant to this Section 3 to a bank or trust
company (a "Trustee")  having its principal  office in New York,  NY, as trustee
for the Holder of the Warrants.

                  3.3.   Continuation   of  Terms.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this  Section 3, this  Warrant  shall  continue in full force and
effect and the terms  hereof shall be  applicable  to the Other  Securities  and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any Other Securities,  including,  in the case of any
such transfer,  the person acquiring all or substantially  all of the properties
or assets of the  Company,  whether  or not such  person  shall  have  expressly
assumed  the terms of this  Warrant as  provided in Section 4. In the event this
Warrant does not continue in full force and effect after the consummation of the
transaction  described  in this  Section  3,  then only in such  event  will the
Company's securities and property (including cash, where applicable)  receivable
by the Holder of the  Warrants be delivered  to the Trustee as  contemplated  by
Section 3.2.



                                       4
<PAGE>

                  3.4 Share  Issuance.  Until one year after the Issue Date,  if
the Company  shall issue any Common Stock except for the Excepted  Issuances (as
defined in the Subscription  Agreement),  prior to the complete exercise of this
Warrant for a consideration less than the Purchase Price that would be in effect
at the time of such issue,  then,  and  thereafter  successively  upon each such
issue,  the Purchase Price shall be reduced to such other lower issue price. For
purposes of this adjustment,  the issuance of any security or debt instrument of
the Company  carrying the right to convert such security or debt instrument into
Common Stock or of any warrant,  right or option to purchase  Common Stock shall
result  in an  adjustment  to  the  Purchase  Price  upon  the  issuance  of the
above-described  security,  debt  instrument,  warrant,  right,  or option.  The
reduction of the Purchase Price  described in this Section 3.4 is in addition to
the other rights of the Holder described in the Subscription Agreement.

         4.  Extraordinary  Events Regarding Common Stock. In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Purchase  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Purchase  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  Holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be adjusted to a number  determined by  multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Purchase  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

         5.  Certificate  as to  Adjustments.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrants,  the Company at its expense will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Purchase Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  Holder  of the  Warrant  and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).

         6.  Reservation  of  Stock,  etc.  Issuable  on  Exercise  of  Warrant;
Financial Statements.  The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants,  all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant.  This Warrant  entitles the Holder hereof to receive  copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.



                                       5
<PAGE>

         7.  Assignment;   Exchange  of  Warrant.  This  Warrant  has  not  been
registered under the Securities Act of 1933, as amended (the "1933 Act"), or any
applicable  state  securities  laws,  and has  been  issued  to the  Holder  for
investment and not with a view to the  distribution of either the Warrant or the
shares underlying the Warrant ("Warrant  Shares").  Neither this Warrant nor any
of the Warrant Shares or any other security  issued or issuable upon exercise of
this Warrant may be sold, transferred, pledged or hypothecated in the absence of
an effective  registration  statement under the Act relating to such security or
an opinion of counsel  satisfactory  to the  Company  that  registration  is not
required under the Act. Each certificate for the Warrant, the Warrant Shares and
any other  security  issued or  issuable  upon  exercise of this  Warrant  shall
contain a legend on the face  thereof,  in form and  substance  satisfactory  to
counsel for the Company, setting forth the restrictions on transfer contained in
this Section.  Subject to  compliance  with  applicable  securities  laws,  this
Warrant,  and the rights evidenced hereby,  may be transferred by any registered
holder hereof (a  "Transferor").  On the surrender for exchange of this Warrant,
with the Transferor's  endorsement in the form of Exhibit B attached hereto (the
"Transferor   Endorsement  Form")  and  together  with  an  opinion  of  counsel
reasonably satisfactory to the Company that the transfer of this Warrant will be
in  compliance  with  applicable  securities  laws,  the Company at its expense,
twice,  only,  but with payment by the  Transferor  of any  applicable  transfer
taxes, will issue and deliver to or on the order of the Transferor thereof a new
Warrant or  Warrants  of like tenor,  in the name of the  Transferor  and/or the
transferee(s)   specified   in  such   Transferor   Endorsement   Form  (each  a
"Transferee"),  calling in the  aggregate  on the face or faces  thereof for the
number of shares of Common  Stock called for on the face or faces of the Warrant
so surrendered  by the  Transferor.  No such transfers  shall result in a public
distribution of the Warrant; and the Company shall only be responsible for "blue
sky" compliance  expenses for resales under any registration  statement filed in
accordance  with  Section  11 of the  Subscription  Agreement  for two (2)  such
transfers to two (2) applicable states of the United States only.

         8.   Replacement  of  Warrant.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of
like tenor.

         9.  Registration  Rights.  The Holder of this  Warrant has been granted
certain  registration  rights by the Company.  These registration rights are set
forth in the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference.

         10. Maximum Exercise. The Holder shall not be entitled to exercise this
Warrant on an  exercise  date nor may the Company  exercise  its right to give a
Call Notice (as defined in Section 11) in connection  with that number of Common
Stock  which  would be in  excess of the sum of (i) the  number of Common  Stock
beneficially  owned by the Holder and its affiliates on an exercise date or Call
Date,  and (ii) the number of Common  Stock  issuable  upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on an exercise date or Call Date, which would result in beneficial  ownership by
the Holder and its affiliates of more than 9.99% of the outstanding Common Stock
on such date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended,  and Regulation 13d-3  thereunder.  Subject to
the  foregoing,  the Holder  shall not be limited to aggregate  exercises  which
would result in the issuance of more than 9.99%.  The  restriction  described in
this  paragraph  may be revoked upon  sixty-one  (61) days prior notice from the
Holder to the  Company.  The  Holder  may  allocate  which of the  equity of the
Company deemed  beneficially  owned by the  Subscriber  shall be included in the
9.99%  amount  described  above and which shall be allocated to the excess above
9.99%.



                                       6
<PAGE>

         11. Call. The Company shall have the option to "call" the Warrants (the
"Warrant  Call"),  one or more times,  in  accordance  with and  governed by the
following:

                  (a) The Company  shall  exercise the Warrant Call by giving to
the  Warrant  Holder a written  notice of call (the  "Call  Notice")  during the
period in which the Warrant Call may be exercised.  The  effective  date of each
Call Notice (the "Call Date") is the date on which notice is effective under the
notice provision of Section 15 of this Warrant.

                  (b) The  Company's  right to exercise  the Warrant  Call shall
commence  thirty trading days after the Actual  Effective Date as defined in the
Subscription Agreement.

                  (c) The  number of shares  of Common  Stock to be issued  upon
exercise of the Warrant which are subject to a Call Notice must be registered in
a registration  statement  effective from  twenty-two  trading days prior to the
Call Date and through the Delivery Date.

                  (d) A Call  Notice  may be  given  not  sooner  than  ten (10)
trading days after the prior Call Date.

                  (e) A Call Notice may be given by the Company  only within ten
trading days after the Common Stock has had a closing  price as reported for the
Principal Market (as defined in the Subscription Agreement) of not less than two
hundred  percent  (200%) of the  Purchase  Price for  fifteen  (15)  consecutive
trading days ("Lookback Period").

                  (f) The Common  Stock must be listed on the  Principal  Market
for the Lookback Period and through the Delivery Date.

                  (g) The  Company  shall not have  received  a notice  from the
Principal Market during the sixty (60) calendar days prior to the Call Date that
the Company or the Common  Stock does not meet the  requirements  for  continued
quotation, listing or trading on the Principal Market.

                  (h)  The  Company   and  the  Common   Stock  shall  meet  the
requirements for continued quotation, listing or trading on the Principal Market
for the Lookback Period and through the Delivery Date.

                  (i) Unless  otherwise agreed to by the Holder of this Warrant,
a Call Notice must be given to all Warrant Holders who receive  Warrants similar
to this Warrant (in terms of exercise price and other principal terms) issued on
or about the same Issue Date as this  Warrant,  in  proportion to the amounts of
Common  Stock  which may be  purchased  by the  respective  Warrant  Holders  in
accordance with the respective Warrants held by each.

                  (j) The Warrant  Holder shall  exercise his Warrant rights and
purchase the Called  Common Stock and pay for same within thirty (30) days after
the Call Date. If the Warrant Holder fails to timely pay the amount  required by
the Warrant Call, the Company's  sole remedy shall be to cancel a  corresponding
amount of this Warrant.

                  (k) The  Company  may not  exercise  the  right  to Call  this
Warrant  after the  occurrence of a default by the Company of a material term of
this Warrant or the Subscription Agreement.



                                       7
<PAGE>

         12. Warrant Agent.  The Company may, by written notice to the Holder of
the  Warrant,  appoint an agent (a  "Warrant  Agent") for the purpose of issuing
Common Stock (or Other  Securities) on the exercise of this Warrant  pursuant to
Section 1,  exchanging  this Warrant  pursuant to Section 7, and replacing  this
Warrant pursuant to Section 8, or any of the foregoing,  and thereafter any such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such Warrant Agent.

         13. Transfer on the Company's Books.  Until this Warrant is transferred
on the books of the Company,  the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

         14.  Warrant  Exercise  Compensation.  The  Company  has  agreed to pay
Ashfield Investments Inc. ("Finder") Warrant Exercise  Compensation as described
in the  Subscription  Agreement  which is equal to ten percent (10%) of the cash
proceeds payable to the Company upon exercise of the Warrant.

         15. 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 Holder,  to the address and telecopier number listed on the first
paragraph of this Warrant, with a 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.

         16.  Miscellaneous.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be construed and enforced in accordance  with and
governed by the laws of New York. Any dispute  relating to this Warrant shall be
adjudicated  in New York County in the State of New York.  The  headings in this
Warrant are for  purposes of  reference  only,  and shall not limit or otherwise
affect  any of the terms  hereof.  The  invalidity  or  unenforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision.



                                       8
<PAGE>

         IN WITNESS  WHEREOF,  the Company has  executed  this Warrant as of the
date first written above.

                                MILLENNIUM BIOTECHNOLOGIES GROUP, INC.



                                By:
                                    --------------------------------------
                                    Name:
                                    Title:

Witness:



---------------------------


                                       9
<PAGE>

                                    Exhibit A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)

TO:  MILLENNIUM BIOTECHNOLOGIES GROUP, INC.

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or

___ the  maximum  number  of  shares of Common  Stock  covered  by such  Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned  herewith  makes  payment of the full  purchase  price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

___      $__________ in lawful money of the United States; and/or

___ the  cancellation of such portion of the attached  Warrant as is exercisable
for a total of _______  shares of Common  Stock  (using a Fair  Market  Value of
$_______ per share for purposes of this calculation); and/or

___ the  cancellation  of such number of shares of Common Stock as is necessary,
in accordance  with the formula set forth in Section 2, to exercise this Warrant
with  respect  to the  maximum  number of shares  of  Common  Stock  purchasable
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned  requests that the certificates for such shares be issued in the
name of, and delivered to  _____________________________________________________
whose      address     is      _________________________________________________
______________________________________ .

The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act"),  or pursuant to an  exemption  from
registration under the Securities Act.

Dated:___________________

                           -----------------------------------------------------
                           (Signature   must   conform  to  name  of  holder  as
                           specified on the face of the Warrant)

                           -----------------------------------------------------

                           -----------------------------------------------------
                           (Address)



                                       10
<PAGE>

                                    Exhibit B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto the person(s)  named below under the heading  "Transferees"  the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of MILLENNIUM  BIOTECHNOLOGIES  GROUP,  INC. to which the
within Warrant relates specified under the headings "Percentage Transferred" and
"Number Transferred,"  respectively,  opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the books
of MILLENNIUM BIOTECHNOLOGIES GROUP, INC. with full power of substitution in the
premises.

<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
Transferees                              Percentage Transferred                 Number Transferred
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>

---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>


Dated:  ________, _______

                                       _________________________________________
Signed in the presence of:             (Signature must conform to name of holder
                                        as specified on the face of the warrant)

_____________________________
         (Name)                         ________________________________________

ACCEPTED AND AGREED:                    ________________________________________
[TRANSFEREE]                            (address)


_____________________________
         (Name)                         ________________________________________

                                        ________________________________________
                                        (address)