Exhibit
      10.5

    


    PERSONAL
      GUARANTEE OF GUARANTOR

    


    Reference
      is made to the 6% Secured Convertible Note, dated November 30, 2007 (the
“Note”), of MILLENNIUM
      BIOTECHNOLOGIES GROUP, INC.
      (the
“Company”) to HARBORVIEW
      MASTER FUND LP
      (the
“Holder”). Capitalized terms not otherwise defined herein shall have the
      meanings ascribed to them in the Note. This Guarantee is for the benefit of
      the
      Holder with respect to such Note.

    


    To
      induce
      the Holder to make the loan to the Company contemplated by the Loan Agreement,
      the undersigned MILLENNIUM
      BIOTECHNOLOGIES, INC.,
      a
      Delaware corporation (sometimes referred to as the “Guarantor” or the “Grantor
      Subsidiary”), which is a wholly-owned subsidiary of the Company, hereby
      unconditionally personally guarantees to the Holder, the timely and full
      fulfillment of all of the obligations of the Company under the Note (the “Note
      Obligation”) or under any other obligations which the Company may now have, or
      at any time in the future may have, to the Holder (collectively, with the Note
      Obligation, the “Obligations”) on the terms provided herein.

    


    The
      guaranty provided by the Guarantor hereby is referred to as the
“Guarantee.”

    


    Guarantor
      agrees that the Holder may proceed against Guarantor alone on account of this
      Guarantee without any obligation to proceed against or to exhaust any remedies
      against the Company or against any other Party.

    


    The
      Guarantor’s obligations to the Holder are secured pursuant to the terms of that
      certain Security Interest Agreement of even date herewith to which the Guarantor
      is a party (“Security Interest Agreement”).

    


    Guarantor
      agrees that the Holder may extend or modify the terms of the Obligations with,
      or make additional advances to, the Company without the prior consent of the
      Guarantor, but the terms of this Guarantee shall continue to apply to the
      Obligations as so extended or modified or increased. Except to the extent that
      the Guarantor actually fulfills any of the Obligations, no Guarantee by the
      Guarantor or any other guarantor shall reduce or modify the obligations of
      the
      Company or any other Party hereunder or under any of the Transaction Documents
      or any other documents reflecting any of the Obligations. The Holder is not
      obligated to proceed against the collateral described in the Security Interest
      Agreement of the Company or in any pledge or similar agreement (howsoever
      denominated; each such pledge or similar agreement, a “Pledge Agreement”) or
      against any other guarantor providing a guaranty of all or any of the
      Obligations to the Holder before proceeding under this Guaranty or the Security
      Interest Agreement of the Guarantor.

     

    
      
        
        

      

      
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    Any
      payments received by the Holder, whether from or on behalf of the Company,
      directly or indirectly (including any proceeds derived from any security
      interest granted to the Holder by the Company or from any Pledge Agreement)
      or
      from the disposition of the Collateral (as defined in the Security Interest
      Agreement), shall be applied in the following order of priority: (i) first,
      to
      any amounts due to the Holder under any of the Transaction Agreements or other
      documents reflecting any Obligations other than interest and principal on the
      Note or any other Obligation which calls for the repayment of an advance or
      other periodic or scheduled payment of money to the Holder, (ii) then, to
      accrued but unpaid interest on the Holder’s Note or such other Obligation, and
      (iii) then, to principal on the Holder’s Note or such other Obligation.


    


    Guarantor
      represents to the Holder that the Board of Directors of the Guarantor has deemed
      that the execution and delivery of this Guaranty and of this Security Interest
      Agreement to which it is a party, and the Guarantor’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 Guarantor by reason of the
      benefits to the Company, which owns all of the outstanding stock of the
      Guarantor, from the Loan Agreement or otherwise. 

     

    Guarantor
      represents to the Holder that this Guarantee is the valid and binding agreement
      of the Guarantor, enforceable in accordance with its terms, subject as to
      enforceability to general principles of equity and to bankruptcy, insolvency,
      moratorium and other similar laws affecting the enforcement of creditors' rights
      generally.

    


    The
      provisions of Articles IV and V of the Note which are applicable to Guarantor
      are incorporated herein by reference as if set forth herein in full.


    


    Guarantor
      agrees that the provisions of Sections 10, 11(a)(i) and 12 of the Loan Agreement
      apply to the Guarantor, as if Guarantor were the Company named therein (and
      the
      Holder is the Buyer named therein).

    


    A
      facsimile or photocopy of this signed Guarantee shall be legal and binding
      on
      all parties hereto. This Guarantee may be signed in one or more counterparts,
      each of which shall be deemed an original.

    


    If
      any
      provision of this Guarantee shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Guarantee or the validity or
      enforceability of this Guarantee in any other jurisdiction. 

    


    This
      Guarantee may be amended only by an instrument in writing signed by the party
      to
      be charged with enforcement thereof. 

    


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    Guarantor
      acknowledges that Guarantor is aware that Holder is explicitly relying on the
      execution and delivery of this Guarantee by the Guarantor and on the
      enforceability of this Guarantee against the Guarantor in making the
      determination to enter into the Loan Agreement and to consummate the loan
      transaction contemplated thereby. 

    


    IN
      WITNESS WHEREOF, Guarantor has executed and delivered this Guarantee as of
      the
      30th day of November, 2007

    


    
      	
              GUARANTOR:

            
	
              MILLENNIUM
                BIOTECHNOLOGIES, INC.

            
	 	 
	
              By:

            	
              /s/
                Frank Guarino

            
	
              Name:  

            	
              Frank
                Guarino

            
	
              Title:

            	
              CFO

            


    

    


    Acknowledged

    


    
      	
              MILLENNIUM
                BIOTECHNOLOGIES GROUP,
                INC.

            
	 	 
	
              By:

            	
              /s/
                Frank Guarino

            
	
              Name:  

            	
              Frank
                Guarino

            
	
              Title:
                

            	
              CFO

            


    

     

    
      
        
        

      

      
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