Exhibit
        10.4

       

      SECURITY
        INTEREST AGREEMENT

      


      The
        undersigned, MILLENNIUM BIOTECHNOLOGIES, INC. (“Millennium” or “Debtor”), a
        Delaware corporation with headquarters located at 665 Martinsville Road,
        Suite
        219, Basking Ridge, NJ, for value received, hereby grants unto 

      


      Harborview
        Master Fund LP (“Harborview” or the “Secured Party”), a limited partnership
        organized and existing under the laws of the British Virgin Islands, having
        its
        principal place of business at Harbour House, 2d Floor, Road Town, Tortola,
        BVI,


      


      a
        security interest in the Collateral (as defined below), as follows:

      


      1. COLLATERAL:

      


      As
        used
        herein, the term “Collateral” means:

      
         

        (a)
          the
          United States patents owned by Millennium listed in Exhibit I hereto;
          and

        


        (b)
          the
          United States trademarks, trademark applications and trademark registrations
          owned by Millennium listed in Exhibit I hereto.

      

      


      2. INDEBTEDNESS
        SECURED: 

      


      Pursuant
        to the terms of a personal guaranty (the “Guaranty”), Millennium has guaranteed
        to the Secured Party certain obligations of its parent entity, Millennium
        Biotechnologies Group, Inc. (“Group”), which obligations include, but are not
        necessarily limited to, the payment of one or more certain Secured Convertible
        Notes of Group to the Secured Party (the “Group Notes”) in the aggregate
        original principal amount of $550,000 (all such obligations of Group and
        the
        obligations of Millennium under such Guaranty and any other written obligations
        of Millennium to the Secured Party [the Guaranty and such other written
        obligations of Millennium are referred to collectively as the “Millennium
        Agreements”], the “Obligations”). By this Agreement, Millennium secures payment
        and performance of the Obligations by granting the Secured Party a security
        interest in and to the Collateral and all of the proceeds of all or any of
        the
        Collateral.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      The
        term
“Permitted Encumbrance” means other the liens and encumbrances on the Collateral
        previously disclosed to the Secured Party in a writing acknowledged or
        countersigned by the Secured Party, subject, in each case, to the terms and
        conditions and limitations provided in such writing.

      


      This
        Agreement shall continue in full force and effect until terminated in accordance
        with the provisions of paragraph 10 hereof. 

      


      3. REPRESENTATION
        AND WARRANTIES: 

      


      Millennium
        hereby represents and warrants that:

      


      (i)
        except for the security interest granted to the Secured Party hereby and
        for the
        Permitted Encumbrances, (a) the Collateral listed in Exhibit I hereto is
        owned
        by Millennium free and clear of all liens, charges, encumbrances, set-offs,
        defenses and counterclaims whatsoever of any kind or nature, and (b) Millennium
        has made, and will make, no assignment, pledge, mortgage, hypothecation or
        transfer of any Collateral or of the proceeds thereof;

      


      (ii)
        the
        execution and delivery of this instrument will not conflict with or contravene
        any contractual restriction binding on Millennium, including any license
        agreement relating to the Collateral or any part thereof; 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (iii)
        except as heretofore disclosed to the Secured Party in writing, there are
        no
        legal actions or administrative proceedings pending or threatened before
        any
        court or administrative agency involving the Collateral, or any part thereof;
        and 

      


      (iv)
        Millennium will defend its title to the Collateral against the claims of
        all
        persons (other than the Secured Party) whatsoever.

      


      4. USE
        AND OWNERSHIP PRIOR TO DEFAULT: 

      


      Unless
        and until an event of default shall occur and be continuing, Millennium shall
        retain the legal and equitable title to the Collateral, and shall have the
        right
        to use and register the Collateral in the ordinary course of the business
        of
        Millennium, but, except for Permitted Encumbrances, shall not be permitted
        to
        sell, assign, transfer, license or otherwise encumber the Collateral or any
        part
        thereof to any party (including, but not limited to, Group) other than the
        Secured Party; provided, however, that nothing herein contained shall prohibit
        Millennium from failing to renew or otherwise abandoning any item included
        within the Collateral if, in Millennium’s good faith judgment, the retention of
        such item is not material to the proper conduct of Millennium’s business, except
        that Millennium shall not permit the abandonment of any pending or issued
        patent
        or trademark application or expiration of the trademark registrations listed
        in
        Exhibit I hereto, without the prior written consent of the Secured Party,
        which
        consent shall not be unreasonably withheld. 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      5. REMEDIES
        ON DEFAULT: 

      


      Upon
        the
        occurrence of an event of default under the Obligations, the Secured Party
        shall
        be entitled to exercise in respect to the Collateral all of the rights and
        remedies available to a secured party upon default under the Uniform Commercial
        Code in New York at that time, and, in addition thereto, the rights and remedies
        provided for herein and such other rights and remedies as might be provided
        for
        by law:

      


      (a) In
        the
        event of sale of the Collateral, or any part thereof, the Secured Party shall
        give Millennium reasonable notice (i) of the time and place of any public
        sale
        thereof, or (ii) of the time and place of any private sale, or (iii) that
        any
        other intended disposition thereof is to be made. The requirement of reasonable
        notice shall be met if notice of the sale or other intended disposition is
        mailed, by the Secured Party, postage prepaid, to Millennium at its address
        set
        forth on the first page hereof or such other address as Millennium may, by
        notice, have furnished to the Secured Party in writing for such purpose,
        at
        least ten days prior to the time of such sale or other intended
        disposition.

      


      (b) If
        Millennium shall fail to do any act or thing which it has covenanted to do
        hereunder or any representation or warranty of the Millennium Agreements
        shall
        be breached, the Secured Party may (but shall not be obligated to) do the
        same
        or cause it to be done or remedy any such breach and there shall be added
        to the
        liability of Millennium hereunder the cost or expense incurred by the Secured
        Party in doing so, and any and all amounts expended by the Secured Party
        in
        taking any such action shall be repayable to it upon its demand to Millennium
        thereof and shall bear interest at the same rate which would apply to such
        amounts if they were subject to and including in the Group Note to the Secured
        Party, from and including the date advanced to the date of
        repayment.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (c)
        Millennium
        will, in the event of a sale, and upon advance written request, duly execute
        and
        acknowledge all documents necessary or advisable to record title to the
        Collateral in the name of the purchaser, including valid, recordable assignments
        of the issued patents, pending patent applications, trademark applications
        and
        trademark registrations listed in Exhibit I hereof. In the event that Millennium
        should then fail or refuse to execute and deliver any or all documents necessary
        or advisable to record title to the Collateral in the name of the purchaser,
        Millennium does hereby irrevocably appoint the Secured Party its
        attorney-in-fact (with power of substitution) to execute any or all of such
        documents on Millennium’s behalf. Such appointment shall be deemed coupled with
        an interest.

      


      6.
         APPLICATION
        OF PROCEEDS: 

      


      All
        proceeds of Collateral shall be applied as provided in a separate agreement
        between Millennium and the Secured Party. 

      


      7. PURCHASERS
        OF COLLATERAL: 

      


      Upon
        any
        sale of Collateral by the Secured Party hereunder (whether under power of
        sale
        herein granted, pursuant to judicial process or otherwise), the receipt of
        the
        Secured Party or the officer making the sale shall be a sufficient discharge
        to
        the purchaser or purchasers of the Collateral so sold and such purchaser
        or
        purchasers shall not be obligated to see the application of any part of the
        purchase money paid over to the Secured Party or Millennium nor shall such
        officer or be answerable in any way for the misapplication or non-application
        thereof.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      8. INDEMNITY: 

      


      Millennium
        agrees to indemnify and hold harmless the Secured Party from and against
        any and
        all claims, demands, losses, judgments and liabilities (including liabilities
        for penalties) of whatsoever kind or nature, and to reimburse the Secured
        Party
        for all costs and expenses, including attorneys' fees, growing out of or
        resulting from a breach and subsequent enforcement of this Agreement, or
        the
        exercise by the Secured Party of any right or remedy granted to it hereunder.
        In
        no event shall the Secured Party be liable for any matter or thing in connection
        with this Agreement, other than to account for monies actually received by
        it in
        accordance with the terms hereof.

      


      9. FURTHER
        ASSURANCES: 

      


      Millennium
        agrees that it will join with the Secured Party in executing and, at its
        own
        expense, shall file and refile under the Uniform Commercial Code such financing
        statements, continuation statements and other documents in such offices
        including, without limit, the Patent and Trademark Office, as the Secured
        Party
        may deem necessary or appropriate and wherever required or permitted by law
        in
        order to perfect and preserve the Secured Party’s security interest in the
        Collateral. Millennium hereby authorizes the Secured Party to file financial
        statements and amendments thereto relative to all or any part of the Collateral
        without the signature of Millennium where permitted by law, and Millennium
        agrees to do such further acts and things and execute and deliver to the
        Secured
        Party such additional conveyances, assignments, agreements and instruments
        as
        the Secured Party may require or deem advisable to carry into effect the
        purpose
        of this Agreement or to better assure and confirm unto the Secured Party
        its
        rights, powers and remedies hereunder.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      10. TERMINATION: 

      


      This
        Agreement, and the security interest of the Secured Party hereunder, shall
        terminate when all of the Obligations to the Secured Party shall have been
        fully
        paid and satisfied, at which time the Secured Party shall release to Millennium
        the Secured Party’s security interest in the Collateral and, if requested by
        Millennium, the Secured Party shall execute permit Millennium to file in
        each
        office in which any financial statement or assignment relative to the
        Collateral, or any part thereof, shall have been filed, a termination statement,
        assignment or other appropriate instrument releasing the Secured Party’s
        interest therein, all without recourse to and without warranty by such Secured
        Party; notwithstanding the foregoing, all costs of preparing, transmitting
        and
        filing such termination statements, assignments, or other instruments shall
        be
        at the sole cost and expense of Millennium.

      


      11. GOVERNING
        LAW: 

      


      This
        Agreement shall be construed and governed by the substantive law of the State
        of
        New York exclusive of its conflict of law rules and, to the extent applicable,
        by federal law, to the exclusion of all other jurisdictions. The parties
        agree
        that any and all disputes arising under or relating to this Agreement shall
        be
        litigated solely in the state or federal courts located in the State of New
        York
        and the parties hereby agree to submit to such jurisdiction.

      


      [Balance
        of page intentionally left blank]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      12. MISCELLANEOUS:

      


      Nothing
        in this Agreement shall be interpreted to limit the obligations of Millennium
        to
        the Secured Party the rights of the Secured Party pursuant to the provisions
        of
        any other written agreement between Millennium and the Secured Party, each
        of
        which such agreements remains in full force and effect in accordance with
        its
        terms.

      


      IN
        WITNESS WHEREOF,
        each of
        the parties has caused this Agreement to be duly executed by its duly authorized
        officer or representative as of the 30th
        day of
        November, 2007.

      


      


      
        	 	
                DEBTOR:

              
	 	 
	 	
                MILLENNIUM
                  BIOTECHNOLOGIES, INC.

              
	 	 
	 	
                By:

              	
                /s/
                  Frank Guarino

              
	 	 	 
	 	
                Name:

              	
                Frank
                  Guarino

              
	 	 	 
	 	
                Title:

              	
                CFO

              


      

      


      


      ACCEPTED
        BY THE SECURED PARTY:

      


      HARBORVIEW
        MASTER FUND LP

       

      
        	
                By:

              	
                s/

              	 
	 	 	 
	
                Name:

              	
                Navigator
                  Management Ltd.

              	 	 
	 	 	 	 
	
                Title:

              	
                Authorized
                  Signatory