Exhibit
      10.3

    


    SECURITY
      INTEREST AGREEMENT

    


    SECURITY
      INTEREST AGREEMENT
      ("Security Interest Agreement"), dated as of November 30, 2007, by and between
      HARBORVIEW MASTER FUND LP (the “Secured Party”), with headquarters c/o Navigator
      Management Ltd., Harbour House, 2d Floor, Road Town, Tortola, BVI and MILLENNIUM
      BIOTECHNOLOGIES, INC., a Delaware corporation with headquarters located at
      665
      Martinsville Road, Suite 219, Basking Ridge, NJ 07920 (the “Company” or the
“Debtor”).

    


    RECITALS

    


    A. The
      Company is a majority-owned subsidiary of Millennium Biotechnologies Group,
      Inc.
      (the “Parent”).

    


    B. Reference
      is made to (i) that certain Loan Agreement of the even date herewith (the “Loan
      Agreement”) to which the Parent and the Secured Party are parties, and (ii) the
      Transaction Agreements (as defined in the Loan Agreement), including, without
      limitation, the Note. Capitalized terms not otherwise defined herein shall
      have
      the meanings ascribed to them in the relevant Transaction
      Agreements.

     

    C. Pursuant
      to the Transaction Agreements, the Parent has certain obligations to the Secured
      Party and pursuant to the terms of any other obligations the Parent may now
      have
      and/or in the future may have other obligations to the Secured Party (all such
      obligations, the “Parent Obligations”).

    


    D. The
      Company has guaranteed the Parent Obligations pursuant to a Personal Guaranty
      of
      Guarantor (the “Guaranty”) given the Secured Party (all of the Company’s
      obligations under the Guaranty, the “Guaranty Obligations” and, together with
      the Parent Obligations, the “Obligations”). 

    


    E. The
      Company has determined that it shall benefit from the execution of the
      Transaction Agreements and the transactions contemplated thereby. In furtherance
      thereof, and not in limitation thereof, the Board of Directors of the Company
      has deemed that the execution and delivery of the Guaranty and of this Security
      Interest Agreement to which it is a party, and the Company’s performance of its
      obligations under each of them, to be necessary and convenient to the conduct,
      promotion or attainment of the business of the Company by reason of the benefits
      to the Parent, which owns all of the outstanding stock of the Company, from
      the
      Loan Agreement or otherwise. 

    


    F. In
      order
      to induce the Secured Party to execute and deliver the Transaction Agreements
      and to make the payments to the Parent contemplated thereby, and as contemplated
      by the Loan Agreement and the Note, the Debtor has agreed to grant to the
      Secured Party a security interest in the Collateral (as defined below) to secure
      the due and punctual fulfillment of the Obligations. The Secured Party is
      willing to enter into the Loan Agreement and the other Transaction Agreements
      only upon receiving the Debtor’s execution of this Security Interest
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, in consideration of the premises, the mutual covenants and conditions
      contained herein, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the parties hereto hereby agree
      as
      follows:

    


    1. Grant
      of Security Interest.

    


    (a) In
      order
      to secure the due and punctual fulfillment of the Obligations, the Debtor hereby
      grants, conveys, transfers and assigns to the Secured Party a continuing
      security interest in the Collateral.

    


    (b) For
      purposes of this Agreement, the following terms shall have the meanings
      indicated:

    


    “COLLATERAL”
      is all right, title and interest of Debtor in and to all of the following,
      whether now owned or hereafter arising or acquired and wherever located: All
      assets of the Debtor, including, but not limited to: all personal and fixture
      property of every kind and nature, including without limitation all goods
      (including inventory, equipment and any accessions thereto), instruments
      (including promissory notes), documents, accounts (including accounts
      receivable), chattel paper (whether tangible or electronic), deposit accounts,
      letter-of-credit rights (whether or not the letter of credit is evidenced by
      a
      writing), commercial tort claims, Securities and all other investment property,
      supporting obligations, any other contract rights or rights to the payment
      of
      money, insurance claims and proceeds, and all general intangibles (including
      all
      payment intangibles); all Equipment; all Intellectual Property; and any and
      all
      claims, rights and interests in any of the above, and all guaranties and
      security for any of the above, and all substitutions and replacements for,
      additions, accessions, attachments, accessories, and improvements to, and
      proceeds (including proceeds of any insurance policies, proceeds of proceeds
      and
      claims against third parties) of, any and all of the above, and all Debtor’s
      books relating to any and all of the above and includes, without limiting the
      generality of the above, the Securities and Equipment (and related Intellectual
      Property), if any, listed in Exhibit B and the Intellectual Property listed
      in
      the relevant Exhibits.

    


    “CODE”
is
      the Uniform Commercial Code, in effect in the State of Delaware as in effect
      from time to time. 

    


    “COPYRIGHTS”
      are all copyrights, copyright rights, applications or registrations and like
      protections in each work or authorship or derivative work, whether published
      or
      not (whether or not it is a trade secret) now or later existing, created,
      acquired or held.

     

    
      
         

      

      
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    “EQUIPMENT”
      has the meaning set forth in the Code and includes all present and future
      machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools,
      parts and attachments in which Debtor has any interest. 

    


    “INTELLECTUAL
      PROPERTY” is all present and future (a) Copyrights, (b) trade secret rights,
      including all rights to unpatented inventions and know-how, and confidential
      information; (c) mask work or similar rights available for the protection of
      semiconductor chips; (d) Patents; (e) Trademarks; (f) computer software and
      computer software products; (g) designs and design rights; (h) technology;
      (i)
      all claims for damages by way of past, present and future infringement of any
      of
      the rights included above; (j) all licenses or other rights to use any property
      or rights of a type described above; a schedule of Intellectual Property is
      provided in Exhibit C and a schedule of Intellectual Property applications
      is
      provided in Exhibit D, but such listing shall not limit the Secured Party’s
      interest in any other Intellectual Property or Intellectual Property
      applications.

    


    “PATENTS”
      are patents, patent applications and like protections, including improvements,
      divisions, continuations, renewals, reissues, extensions and
      continuations-in-part of the same.

    


    “SECURITIES”
      has the meaning ascribed to it in the Securities Act of 1933, as amended, and
      includes, but is not necessarily limited to, common stock, preferred stock,
      warrants, rights and other options, promissory notes or other instruments
      reflecting obligations of other entities; in furtherance of the foregoing,
      but
      not in limitation thereof, the term “Securities” specifically includes the
      securities listed in Exhibit B.

    


    “TRADEMARKS”
      are trademarks, servicemarks, trade styles, and trade names, whether or not
      any
      of the foregoing are registered, and all applications to register and
      registrations of the same and like protections, and the entire goodwill of
      the
      business of Debtor connected with and symbolized by any such
      trademarks.

    
       

    

    (c) The
      security interests granted pursuant to this Section (the "Security Interests")
      are granted as security only and shall not subject the Secured Party to, or
      transfer or in any way affect or modify, any obligation or liability of the
      Debtor under any of the Collateral or any transaction which gave rise
      thereto.

    
       

      
        
          
          

        

        
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    Section
      2. Filing;
      Further Assurances.
      The
      Debtor will, at its expense, cause to be searched the public records with
      respect to the Collateral and will execute, deliver, file and record (in such
      manner and form as each of the Secured Party may require), or permit the Secured
      Party to file and record, as its attorney in fact, any financing statement,
      any
      carbon, photographic or other reproduction of a financing statement or this
      Security Agreement (which shall be sufficient as a financing statement
      hereunder), any specific assignments or other paper that may be reasonably
      necessary or desirable, or that the Secured Party may request, in order to
      create, preserve, perfect or validate any Security Interest or to enable the
      Secured Party to enforce its rights hereunder with respect to any of the
      Collateral. The Debtor hereby appoints the Secured Party as Debtor's
      attorney-in-fact to execute in the name and behalf of Debtor such additional
      financing statements as such Secured Party may request.

    


    Section
      3. Representations
      and Warranties of Debtor.
      The
      Debtor hereby represents and warrants to the Secured Party (a) that, except
      as
      set forth in Exhibit A attached hereto, the Debtor is, or to the extent that
      certain of the Collateral is to be acquired after the date hereof, will be,
      the
      owner of the Collateral free from any adverse lien, security interest or
      encumbrance; (b) that, except for such financing statements as may be described
      on Exhibit A attached hereto and made a part hereof, no financing statement
      covering the Collateral is on file in any public office, other than the
      financing statements filed pursuant to this Security Agreement; (c) that all
      additional information, representations and warranties contained in Exhibit
      B
      attached hereto and made a part hereof are true, accurate and complete on the
      date hereof, and (d) that the statements made in the Recitals of this Security
      Interest Agreement, which are deemed incorporated herein by reference, are
      true,
      accurate and complete.

     

    Section
      4. Covenants
      of Debtor.
      The
      Debtor hereby covenants and agrees with the Secured Party that (a) the Debtor
      will, at the Debtor's sole cost and expense, defend the Collateral against
      all
      claims and demands of all persons at any time claiming any interest therein
      junior to the Secured Party's interest; (b) the Debtor will provide the Secured
      Party with prompt written notice of (i) any change in the chief executive
      officer of the Debtor or the office where the Debtor maintains its books and
      records pertaining to the Collateral; (ii) the movement or location of all
      or a
      material part of the Collateral to or at any address other than the address
      of
      Debtor set forth at the head of this Agreement or as set forth in said Exhibit
      B; and (iii) any facts which constitute a Debtor Event of Default (as such
      term
      is defined below), or which, with the giving of notice and/or the passage of
      time, could or would constitute a Debtor Event of Default, pursuant to the
      Section titled “Debtor Events of Default” below; (c) the Debtor will promptly
      pay any and all taxes, assessments and governmental charges upon the Collateral
      prior to the date penalties are attached thereto, except to the extent that
      such
      taxes, assessments and charges shall be contested in good faith by the Debtor;
      (d) the Debtor will immediately notify the Secured Party of any event causing
      a
      substantial loss or diminution in the value of all or any material part of
      the
      Collateral and the amount or an estimate of the amount of such loss or
      diminution; (e) the Debtor will have and maintain adequate insurance at all
      times with respect to the Collateral, for such other risks as are customary
      in
      the Debtor’s industry for the respective items included in the Collateral, such
      insurance to be payable to the Secured Party and the Debtor as their respective
      interests may appear, and shall provide for a minimum of ten (10) days’ prior
      written notice of cancellation to the Secured Party, and Debtor shall furnish
      the Secured Party with certificates or other evidence satisfactory to the
      Secured Party of compliance with the foregoing insurance provisions; (f) the
      Debtor will not sell or offer to sell or otherwise assign, transfer or dispose
      of the Collateral or any interest therein, without the prior written consent
      of
      the Secured Party, except in the ordinary course of business; (g) the Debtor
      will keep the Collateral free from any adverse lien, security interest or
      encumbrance (except for encumbrances specified in Exhibit A attached hereto)
      and
      in good order and repair, reasonable wear and tear excepted, and will not waste
      or destroy the Collateral or any part thereof; and (h) the Debtor will not
      use
      the Collateral in material violation of any statute or ordinance the violation
      of which could materially and adversely affect the Debtor's
      business.

    
       

      
        
          
          

        

        
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    Section
      5. Records
      Relating To Collateral.
      The
      Debtor will keep its records concerning the Collateral at its offices designated
      in the caption of this Security Interest Agreement or at such other place or
      places of business of which the Secured Party shall have been notified in
      writing no less than ten (10) days prior thereto. The Debtor will hold and
      preserve such records and chattel paper and will permit representatives of
      the
      Secured Party at any time during normal business hours upon reasonable notice
      to
      examine and inspect the Collateral and to make abstracts from such records
      and
      chattel paper, and will furnish to the Secured Party such information and
      reports regarding the Collateral as the Secured Party may from time to time
      reasonably request.

    


    Section
      6. General
      Authority.
      From
      and during the term of any Debtor Event of Default, the Debtor hereby appoints
      the Secured Party the Debtor's lawful attorney, with full power of substitution,
      in the name of the Debtor, for the sole use and benefit of the Secured Party,
      but at the Debtor's expense, to exercise, all or any of the following powers
      with respect to all or any of the Collateral:

    


    (a)
      to
      demand, sue for, collect, receive and give acquittance for any and all monies
      due or to become due;

    


    (b) to
      receive, take, endorse, assign and deliver all checks, notes, drafts, documents
      and other negotiable and non- negotiable instruments and chattel paper taken
      or
      received by the Secured Party;

    


    (c) to
      settle, compromise, prosecute or defend any action or proceeding with respect
      thereto;

    


    (d) to
      sell,
      transfer, assign or otherwise deal in or with the same or the proceeds thereof
      or the related goods securing the Collateral, as fully and effectually as if
      the
      Secured Party were the sole and absolute owner thereof;

    


    (e) to
      extend
      the time of payment of any or all thereof and to make any allowance and other
      adjustments with reference thereto; and 

    
       

      
        
          
          

        

        
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    (f) to
      discharge any taxes, liens, security interests or other encumbrances at any
      time
      placed thereon;

    


    provided
      that the Secured Party shall give the Debtor not less than ten (10) business
      days’ prior written notice of the time and place of any sale or other intended
      disposition of any of the Collateral.

    The
      exercise by the Secured Party of or failure to so exercise any authority granted
      herein shall in no manner affect Debtor's liability to the Secured Party, and
      provided, further, that the Secured Party shall be under no obligation or duty
      to exercise any of the powers hereby conferred upon it and it shall be without
      liability for any act or failure to act in connection with the collection of,
      or
      the preservation of, any rights under any of the Collateral and Secured Party
      shall not be required to proceed against any other person or entity who or
      which
      has guaranteed the performance of the Obligations or provided any security
      therefor before proceeding against Debtor or the Collateral.

    


    Section
      7. Debtor
      Events of Default.
      

    


    (a) The
      Debtor shall be in default under this Security Agreement upon the occurrence
      of
      any of the following (each, a "Debtor Event of Default"):

    


    (i)
      an
      Event of Default (as defined in the Note or other agreement or instrument
      reflecting an Obligation);

    


    (ii)
      any
      representation or warranty made by the Debtor in the Guaranty or in this
      Security Interest Agreement shall be false or misleading in any material
      respect; or

    


    (iii)
      Debtor shall breach any covenant of Debtor in the Guaranty, in this Security
      Interest Agreement or in any other document or instrument executed by Debtor
      in
      favor of or for the benefit of the Secured Parties as contemplated by any of
      the
      Transaction Agreements.

    


    (b) The
      Debtor hereby irrevocably agrees that, upon the occurrence of a Debtor Event
      of
      Default, the Debtor shall be deemed to have consented to an immediate conveyance
      and transfer to the Secured Party of the copyrights and all other rights the
      Debtor may have in the software included in the Collateral, including, but
      not
      necessarily limited to, the software identified in Exhibit B attached hereto.
      In
      furtherance of the foregoing, and not in limitation thereof, the Debtor will,
      upon the occurrence of a Debtor Event of Default, deliver to the Secured Party
      copies of the source code of the relevant software, with accompanying written
      assignment of the software to the Secured Party. Without limiting the foregoing,
      such source code and assignment shall be in form sufficient to enable the
      Secured Party to register the software in Secured Party’s name with the
      Copyright Register. The Debtor hereby agrees to take all steps necessary or
      appropriate, as requested by the Secured Party, to effectuate and reflect such
      conveyance and transfer or assignment to Secured Party. In all events, such
      conveyance, transfer or assignment shall be deemed to vest title in such
      software in the Secured Party.

    
       

      
        
          
          

        

        
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    (c) 
      In
      furtherance of the foregoing and not in limitation thereof, the Debtor
      acknowledges and agrees that the Secured Party may, upon the occurrence of
      a
      Debtor Event of Default, seek the immediate entry of a preliminary injunction
      prohibiting the Debtor’s use of such software in any shape, way or manner,
      including, but not necessarily limited to, through the sale of products that
      use
      any of such software, and the Debtor hereby irrevocably agrees that it will
      not
      contest an application seeking entry of a preliminary injunction and that it
      will accept the entry of such injunction.

    


    Section
      8. Remedies
      Upon Debtor Event of Default.
      If any
      Debtor Event of Default shall have occurred, then in addition to the provisions
      of Section 7 hereof, the Secured Party may exercise all the rights and remedies
      of a secured party under the Code. The Secured Party may require the Debtor
      to
      assemble all or any part of the Collateral and make it available to the Secured
      Party at a place to be designated by the Secured Party which is reasonably
      convenient. The Secured Party shall give the Debtor ten (10) business days’
prior written notice of the Secured Party's intention to make any public or
      private sale or sale at a broker's board or on a securities exchange of the
      Collateral. At any such sale the Collateral may be sold in one lot as an
      entirety or in separate parcels, as the Secured Party, in its sole discretion,
      may determine. The Secured Party shall not be obligated to make any such sale
      pursuant to any such notice. The Secured Party may, without notice or
      publication, adjourn any public or private sale or cause the same to be
      adjourned from time to time by announcement at the time and place fixed for
      the
      sale, and such sale may be made at any time or place to which the same may
      be
      adjourned. The Secured Party, instead of exercising the power of sale herein
      conferred upon it, may proceed by a suit or suits at law or in equity to
      foreclose the Security Interests and sell the Collateral, or any portion
      thereof, under a judgment or decree of a court or courts of competent
      jurisdiction.

    


    Section
      9. Application
      of Collateral and Proceeds.
      The
      proceeds of any sale of, or other realization upon, all or any part of the
      Collateral shall be applied in the following order of priorities: (a) first,
      to
      pay the reasonable expenses of such sale or other realization, including,
      without limitation, reasonable attorneys' fees, and all expenses, liabilities
      and advances reasonably incurred or made by the Secured Party in connection
      therewith, and any other unreimbursed expenses for which the Secured Party
      is to
      be reimbursed pursuant to the Section titled “Expenses; Secured Party's Lien”
below; (b) second, to the payment of the Obligations in such order of priority
      as the Secured Party, in its sole discretion, shall determine; and (c) finally,
      to pay to the Debtor, or its successors or assigns, or as a court of competent
      jurisdiction may direct, any surplus then remaining from such
      proceeds.

    


    Section
      10. Expenses;
      Secured Party's Lien.
      If any
      Debtor Event of Default shall have occurred, the Debtor will forthwith upon
      demand pay to the Secured Party: (a) the amount which the Secured Party may
      have
      been required to pay to free any of the Collateral from any lien thereon; and
      (b) the amount of any and all reasonable out-of-pocket expenses, including,
      without limitation, the reasonable fees and disbursements of its counsel, and
      of
      any agents not regularly in its employ, which the Secured Party may incur in
      connection with the collection, sale or other disposition of any of the
      Collateral.

    
       

      
        
          
          

        

        
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    Section
      11. Termination
      of Security Interests; Release of Collateral.
      Upon
      the payment or other satisfaction in full of the Obligations owed by Debtor
      to
      the Secured Party, the Security Interests shall terminate and all rights to
      the
      Collateral shall revert to the Debtor. Upon any such termination of the Security
      Interests or release of Collateral, the Secured Party will, at the Debtor's
      expense, to the extent permitted by law, execute and deliver to the Debtor
      such
      documents as the Debtor shall reasonably request to evidence the termination
      of
      the Security Interests or the release of such Collateral, as the case may be.
      

    


    Section
      12. 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 (a) personally served, (b) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (c)
      delivered by reputable air courier service with charges prepaid, or (d)
      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 given in accordance herewith. Any notice or other
      communication required or permitted to be given hereunder shall be deemed
      effective (i) 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 (ii) on the second business day
      following the date of mailing by express courier service or on the fifth
      business day after deposited in the mail, in each case, fully prepaid, addressed
      to such address, or upon actual receipt of such mailing, whichever shall first
      occur. The addresses for such communications shall be for (i) the Debtor as
      provided in the Loan Agreement for notices to the Parent, and (ii) for the
      Secured Party as provided in the Loan Agreement for notices to the Buyer. Any
      party hereto may from time to time change its address or facsimile number for
      notices under this Section in the manner contemplated by the Loan
      Agreement.

    


    Section
      13. [Reserved].

     

    
      
        
        

      

      
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    Section
      14. Miscellaneous.

    


    (a) No
      failure on the part of the Secured Party to exercise, and no delay in
      exercising, and no course of dealing with respect to, any right, power or remedy
      under this Security Interest Agreement shall operate as a waiver thereof; nor
      shall any single or partial exercise by the Secured Party of any right, power
      or
      remedy under this Security Interest Agreement preclude the exercise, in whole
      or
      in part, of any other right, power or remedy. The remedies in this Security
      Interest Agreement are cumulative and are not exclusive of any other remedies
      provided by law. Neither this Security Interest Agreement nor any provision
      hereof may be changed, waived, discharged or terminated orally but only by
      a
      statement in writing signed by the party against which enforcement of the
      change, waiver, discharge or termination is sought.

    


    (b) The
      execution and delivery by Debtor of this Security Interest Agreement and all
      documents delivered in connection herewith have been duly and validly authorized
      by all necessary corporate action of Debtor and this Agreement and all documents
      delivered in connection herewith have been duly and validly executed and
      delivered by Debtor. The execution and delivery by Debtor of this Security
      Interest Agreement and all documents delivered in connection herewith will
      not
      result in a breach or default of or under the Certificate of Incorporation,
      By-laws or any agreement, contract or indenture of Debtor. This Security
      Interest Agreement and all documents delivered in connection therewith are
      legal, valid and binding obligations of Debtor enforceable against Debtor in
      accordance with their terms.

    


    (c) In
      the
      event that any action is taken by Debtor or Secured Party in connection with
      the
      this Security Interest Agreement, or any related document or matter, the losing
      party in such legal action, in addition to such other damages as he or it may
      be
      required to pay, shall pay reasonable attorneys’ fees to the prevailing
      party.

    


    Section
      15. Separability.
      If any
      provision hereof shall prove invalid or unenforceable in any jurisdiction whose
      laws shall be deemed applicable, the other provisions hereof shall remain in
      full force and effect in such jurisdiction and shall be liberally construed
      in
      favor of the Secured Party.

    


    Section
      16. Governing
      Law.

     

    (a) This
      Security Interest Agreement shall be governed by and construed in accordance
      with the laws of the State of New York for contracts to be wholly performed
      in
      such state and without giving effect to the principles thereof regarding the
      conflict of laws. Each of the parties consents to the exclusive jurisdiction
      of
      the federal courts whose districts encompass any part of the County of New
      York
      or (except with respect to issues relating to the copyright in and to the
      software, as contemplated by Section 7 hereof, which shall exclusively be in
      the
      aforesaid federal courts) or of the state courts of the State of New York
      sitting in the County of New York in connection with any dispute arising under
      this Security Interest Agreement and hereby waives, to the maximum extent
      permitted by law, any objection, including any objection based on forum
      non coveniens,
      to the
      bringing of any such proceeding in such jurisdictions or to any claim that
      such
      venue of the suit, action or proceeding is improper. To the extent determined
      by
      such court, the Debtor shall reimburse the Secured Party for any reasonable
      legal fees and disbursements incurred by the Secured Party in enforcement of
      or
      protection of any of its rights under this Security Interest Agreement. Nothing
      in this Section shall affect or limit any right to serve process in any other
      manner permitted by law.

     

    
      
        
        

      

      
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    (b)
       The
      Debtor and the Secured Party acknowledge and agree that irreparable damage
      would
      occur in the event that any of the provisions of this Security Interest
      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 Security Interest 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.

    


    Section
      17. Jury
      Trial Waiver.
      The
      Debtor and the Secured Party hereby waive a trial by jury in any action,
      proceeding or counterclaim brought by either of the parties hereto against
      the
      other in respect of any matter arising out of or in connection with the Note
      or
      this Security Interest Agreement.

    


    Section
      18. Assignment.
      Only in
      connection with the transfer of all of the rights under the Transaction
      Agreements in accordance with their terms, a Secured Party may assign or
      transfer the whole of its security interest granted hereunder. Any transferee
      of
      the Collateral shall be vested with all of the rights and powers of the
      assigning Secured Party hereunder with respect to the Collateral.

    


    Section
      19. Waiver.
      The
      Debtor waives any right that it may have to require Secured Party to proceed
      against any other person, or proceed against or exhaust any other security,
      or
      pursue any other remedy Secured Party may have.

    


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    IN
      WITNESS WHEREOF, the Parties have executed this Security Interest Agreement
      as
      of the day, month and year first above written.

     

    
      	
              SECURED
                PARTY: 

            	 
	
              HARBORVIEW
                MASTER FUND LP

            	 
	 	 	 
	
              By:
                

            	
              s/

            	 
	 	 	 
	
              DEBTOR:

            	 
	
              MILLENNIUM
                BIOTECHNOLOGIES, INC.

            	 
	 	 	 
	
              By:

            	
              /s/
                Frank Guarino

            	 
	
               

            	
              CFO 

            	 


    

    


    
      
        
        

      

      
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