Exhibit
      10.1

    


    LOAN
      AGREEMENT

    


    THIS
      LOAN AGREEMENT,
      dated
      as of November 30, 2007, is entered into by and between MILLENNIUM
      BIOTECHNOLOGIES GROUP, INC.,
      a
      Delaware corporation with headquarters located at 665 Martinsville Road, Suite
      219, Basking Ridge, NJ 07920 (the “Company”), and HARBORVIEW
      MASTER FUND L.P., c/o Beacon Capital Management, Harbor House, Roadtown,
      Tortola, BVI (the
      “Buyer”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Company and the Buyer are executing and delivering this Agreement in accordance
      with and in reliance upon the exemption from securities registration for offers
      and sales to accredited investors afforded, inter alia,
      by Rule
      506 under Regulation D (“Regulation D”) as promulgated by the United States
      Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933,
      as amended (the “1933 Act”); and

    


    WHEREAS,
      the
      Buyer wishes to lend funds to the Company, subject to and upon the terms and
      conditions of this Agreement and acceptance of this Agreement by the Company,
      the repayment of which will be represented by a 6% Secured Convertible Note
      of
      the Company (the “Note”), on the terms and conditions referred to herein;
      and

    


    WHEREAS,
      in
      connection with the loan to be made by the Buyer, the Company has agreed to
      issue an aggregate of 2,750,000 shares of its Common Stock (the “Shares”) to the
      Buyer; 

    


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

    


    1. AGREEMENT
      TO PURCHASE; PURCHASE PRICE.

    


    a. Purchase.

    


    (i) Subject
      to the terms and conditions of this Agreement and the other Transaction
      Agreements, the Buyer hereby agrees to loan to the Company an aggregate of
      Five
      Hundred Fifty Thousand Dollars ($550,000) (the “Loan Amount”).

    


    (ii) The
      obligation to repay the loan from the Buyer shall be evidenced by the Company’s
      issuance of the Note, which shall be in the form of Annex
      I annexed
      hereto.

    


    (iii) In
      consideration of the loan to be made by the Buyer, the Company agrees to issue
      to the Buyer the Shares on the Closing Date. Additional provisions relating
      to
      the Shares are provided below.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (iv) The
      loan
      to be made by the Buyer and the issuance of the Note and the Shares to the
      Buyer
      are sometimes referred to herein as the purchase and sale of the Securities
      (as
      defined below), and are referred to collectively as the
“Transactions.”

    


    b. Certain
      Definitions. As
      used
      herein, each of the following terms has the meaning set forth below, unless
      the
      context otherwise requires

    


    “Affiliate”
      means, with respect to a specific Person referred to in the relevant provision,
      another Person who or which controls or is controlled by or is under common
      control with such specified Person. 

    


    “Buyer
      Control Person” means each director, executive officer, promoter, and such other
      Persons as may be deemed in control of the Buyer pursuant to Rule 405 under
      the
      1933 Act or Section 20 of the 1934 Act.

    


    “Certificates”
      means the original ink-signed Note and the Share Certificate, each duly executed
      by the Company and issued on the Closing Date in the name of the
      Buyer.

    


    “Closing
      Date” means the date of the closing of the Transactions, as provided
      herein.

    


    “Escrow
      Agent” means Krieger & Prager LLP, the escrow agent identified in the Joint
      Escrow Instructions attached hereto as Annex
      II
      (the
“Joint Escrow Instructions”).

    


    “Escrow
      Funds” means the Loan Amount delivered to the Escrow Agent as contemplated by
      Sections 1(c) and (d) hereof. 

    


    “Escrow
      Property” means the Escrow Funds and the Certificates delivered to the Escrow
      Agent as contemplated by Section 1(c) hereof.

    


    “Holder”
      means the Person holding the relevant Securities at the relevant
      time.

    


    “Material
      Adverse Effect” means an event or combination of events, which individually or
      in the aggregate, would reasonably be expected to (w) adversely affect the
      legality, validity or enforceability of the Securities or any of the Transaction
      Agreements, (x) have or result in a material adverse effect on the results
      of
      operations, assets, prospects, or condition (financial or otherwise) of the
      Company and its subsidiaries, taken as a whole, (y) adversely impair the
      Company's ability to perform fully on a timely basis its obligations under
      any
      of the Transaction Agreements or the transactions contemplated thereby, or
      (z)
      materially and adversely affect the value of the rights granted to the Buyer
      in
      the Transaction Agreements.

    


    “Person”
      means any living person or any entity, such as, but not necessarily limited
      to,
      a corporation, partnership or trust.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Principal
      Trading Market” means the Over the Counter Bulletin Board or such other market
      on which the Common Stock is principally traded at the relevant time, but shall
      not included the “pink sheets.”

    


    “Securities”
      means the Note and the Shares. 

    


    “Share
      Certificate” means the stock certificate issued by the Company in the name of
      the Buyer representing the Shares.

    


    “State
      of
      Incorporation” means Delaware.

    


    “Subsidiary”
      means any subsidiary of the Company (whether included in the Company’s SEC
      Documents, as defined below, or otherwise, now existing or hereafter acquired
      or
      created).

    


    “Trading
      Day” means any day during which the Principal Trading Market shall be open for
      business.

    


    “Transfer
      Agent” means, at any time, the transfer agent for the Company’s Common
      Stock.

     

    “Transaction
      Agreements” means this Loan Agreement and the Note.

    


    c. Form
      of Payment; Delivery of Certificates. 

    


    (i) The
      Buyer
      shall pay the Loan Amount by delivering immediately available good funds in
      United States Dollars to the Escrow Agent no later than the date prior to the
      Closing Date. 

    


    (ii) No
      later
      than the Closing Date, but in any event promptly following payment by the Buyer
      to the Escrow Agent of the Loan Amount, the Company shall deliver the
      Certificates, each duly executed on behalf of the Company and issued in the
      name
      of the Buyer, to the Escrow Agent.

    


    (iii) By
      signing this Agreement, each of the Buyer and the Company, subject to acceptance
      by the Escrow Agent, agrees to all of the terms and conditions of, and becomes
      a
      party to, the Joint Escrow Instructions, all of the provisions of which are
      incorporated herein by this reference as if set forth in full.

    


    d. Method
      of Payment.
      Payment
      into escrow of the Loan Amount shall be made by wire transfer of funds
      to:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Bank
      of
      New York

    350
      Fifth
      Avenue

    New
      York,
      New York 10001

    


    ABA#
      021000018

    For
      credit to the account of Krieger & Prager LLP  

    Account
      No.: [To
      be
      provided to the Buyer by Krieger & Prager LLP]

    Re: MILLENNIUM
      BIOTECHNOLOGIES GROUP Nov 07

                                             
      Transaction.

    


    2.
      BUYER REPRESENTATIONS, WARRANTIES, ETC.

    


    The
      Buyer
      represents and warrants to, and covenants and agrees with, the Company as
      follows:

    


    a. Without
      limiting Buyer's right to sell the Securities pursuant to an effective
      registration statement or otherwise in compliance with the 1933 Act, the Buyer
      is purchasing the Securities for its own account for investment only and not
      with a view towards the public sale or distribution thereof and not with a
      view
      to or for sale in connection with any distribution thereof.

    


    b. The
      Buyer
      is (i) an “accredited investor” as that term is defined in Rule 501 of the
      General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3),
      (ii) experienced in making investments of the kind described in this Agreement
      and the related documents, (iii) able, by reason of the business and financial
      experience of its officers (if an entity) and professional advisors (who are
      not
      affiliated with or compensated in any way by the Company or any of its
      Affiliates or selling agents), to protect its own interests in connection with
      the transactions described in this Agreement, and the related documents, and
      to
      evaluate the merits and risks of an investment in the Securities, and (iv)
      able
      to afford the entire loss of its investment in the Securities.

    


    c. All
      subsequent offers and sales of the Securities by the Buyer shall be made
      pursuant to registration of the relevant Securities under the 1933 Act or
      pursuant to an exemption from registration.

    


    d. The
      Buyer
      understands that the Securities are being offered and sold to it in reliance
      on
      specific exemptions from the registration requirements of the 1933 Act and
      state
      securities laws and that the Company is relying upon the truth and accuracy
      of,
      and the Buyer's compliance with, the representations, warranties, agreements,
      acknowledgments and understandings of the Buyer set forth herein in order to
      determine the availability of such exemptions and the eligibility of the Buyer
      to acquire the Securities.

    


    e. The
      Buyer
      and its advisors, if any, have been furnished with or have been given access
      to
      all materials relating to the business, finances and operations of the Company
      and materials
      relating to the offer and sale of the Securities which have been requested
      by
      the Buyer. The Buyer and its advisors, if any, have been afforded the
      opportunity to ask questions of the Company and its management and have received
      complete and satisfactory answers to any such inquiries. Without limiting the
      generality of the foregoing, the Buyer has also had the opportunity to obtain
      and to review the Company's filings on EDGAR (collectively,
      the “Company's SEC Documents”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    f. The
      Buyer
      understands that its investment in the Securities involves a high degree of
      risk.

    


    g. The
      Buyer
      hereby represents that, in connection with its purchase of the Securities,
      it
      has not relied on any statement or representation by the Company or any of
      its
      officers, directors and employees or any of their respective attorneys or
      agents, except as specifically set forth herein. 

    


    h. The
      Buyer
      understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities.

    


    i. This
      Agreement and the other Transaction Agreements to which the Buyer is a party,
      and the transactions contemplated thereby, have been duly and validly
      authorized, executed and delivered on behalf of the Buyer and are valid and
      binding agreements of the Buyer enforceable in accordance with their respective
      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.

    


    3. COMPANY
      REPRESENTATIONS, ETC. The
      Company represents and warrants to the Buyer as of the date hereof and as of
      the
      Closing Date that, except as otherwise provided in the Company’s SEC
      Documents:

    


    a. Corporate
      Status.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Incorporation and has the requisite corporate
      power to own its properties and to carry on its business as now being conducted.
      The Company is duly qualified as a foreign corporation to do business and is
      in
      good standing in each jurisdiction where the nature of the business conducted
      or
      property owned by it makes such qualification necessary, other than those
      jurisdictions in which the failure to so qualify would not have or result in
      a
      Material Adverse Effect. The Company has registered its stock and is obligated
      to file reports pursuant to Section 12 or Section 15(d) of the Securities and
      Exchange Act of 1934, as amended (the “1934 Act”). 

    


    b. The
      Shares. 

     

    (i) The
      Company has sufficient authorized and unissued shares of Common Stock as may
      be
      necessary to effect the issuance of the Shares on the Closing Date.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (ii) As
      of the
      Closing Date, the Shares shall have been duly authorized by all necessary
      corporate action on the part of the Company, and, when issued on the Closing
      Date or pursuant to other relevant provisions of the Transaction Agreements,
      in
      each case in accordance with their respective terms, will be duly and validly
      issued, fully paid and non-assessable and will not subject the Holder thereof
      to
      personal liability by reason of being such Holder.

    


    c. Transaction
      Agreements.
      This
      Agreement and the other Transaction Agreement, and the transactions contemplated
      thereby, have been duly and validly authorized by the Company, this Agreement
      has been duly executed and delivered by the Company and this Agreement is,
      and
      the Note, when executed and delivered by the Company, will be, valid and binding
      agreements of the Company enforceable in accordance with their respective 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.

     

    d. Filings.
      None of
      the Company’s SEC Documents contained, at the time they were filed, any untrue
      statement of a material fact or omitted to state any material fact required
      to
      be stated therein or necessary to make the statements made therein in light
      of
      the circumstances under which they were made, not misleading. Since November
      1,
      2006, the Company has timely filed all requisite forms, reports and exhibits
      thereto required to be filed by the Company with the SEC.

     

    e. No
      Integrated Offering.
      Neither
      the Company nor any of its Affiliates nor any Person acting on its or their
      behalf has, directly or indirectly, at any time since May 1, 2007, made any
      offer or sales of any security or solicited any offers to buy any security
      under
      circumstances that would eliminate the availability of the exemption from
      registration under Regulation D in connection with the offer and sale of the
      Securities as contemplated hereby.

    


    f. Dilution.
      The
      Shares may have a dilutive effect on the ownership interests of the other
      shareholders (and Persons having the right to become shareholders) of the
      Company. The Company's executive officers and directors have studied and fully
      understand the nature of the Securities being sold hereby and recognize that
      they have such a potential dilutive effect. The board of directors of the
      Company has concluded, in its good faith business judgment, that such issuance
      is in the best interests of the Company.

    


    g. Fees
      to Brokers, Finders and Others.
      The
      Company has taken no action which would give rise to any claim by any Person
      for
      brokerage commission, finder's fees or similar payments by Buyer relating to
      this Agreement or the transactions contemplated hereby. Notwithstanding the
      foregoing, the Company acknowledges that it has agreed to pay Due Diligence
      Fees
      (as defined in the Joint Escrow Instructions) for due diligence conducted in
      connection with the transactions contemplated hereby. Buyer shall have no
      obligation with respect to such fees or with respect to any claims made by
      or on
      behalf of other Persons for fees of a type contemplated in this paragraph that
      may be due in connection with the transactions contemplated hereby. The Company
      shall indemnify and hold harmless the Buyer, its employees,
      officers, directors, agents, and partners, and their respective Affiliates,
      from
      and against all claims, losses, damages, costs (including the costs of
      preparation and attorney's fees) and expenses suffered in respect of any such
      claimed or existing fees, as and when incurred.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. CERTAIN
      COVENANTS AND ACKNOWLEDGMENTS.

    


    a. Transfer
      Restrictions.
      The
      Buyer acknowledges that (1) the Securities have not been and are not being
      registered under the provisions of the 1933 Act and, the Shares have not been
      and are not being registered under the 1933 Act, and may not be transferred
      unless (A) subsequently registered thereunder or (B) the Buyer shall have
      delivered to the Company an opinion of counsel, reasonably satisfactory in
      form,
      scope and substance to the Company, to the effect that the Securities to be
      sold
      or transferred may be sold or transferred pursuant to an exemption from such
      registration; (2) any sale of the Securities made in reliance on Rule 144
      promulgated under the 1933 Act (“Rule 144") may be made only in accordance with
      the terms of said Rule and further, if said Rule is not applicable, any resale
      of such Securities under circumstances in which the seller, or the Person
      through whom the sale is made, may be deemed to be an underwriter, as that
      term
      is used in the 1933 Act, may require compliance with some other exemption under
      the 1933 Act or the rules and regulations of the SEC thereunder; and (3) neither
      the Company nor any other Person is under any obligation to register the
      Securities under the 1933 Act or to comply with the terms and conditions of
      any
      exemption thereunder.

    


    b. Restrictive
      Legend.
      The
      Buyer acknowledges and agrees that, unless and until such time as the relevant
      Shares have been registered under the 1933 Act and sold in accordance with
      an
      effective registration statement, the certificates and other instruments
      representing any of the Securities shall bear a restrictive legend in
      substantially the following form (and a stop-transfer order may be placed
      against transfer of any such Securities):

    


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED
      FOR
      SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      OR
      AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH
      REGISTRATION IS NOT REQUIRED.

    


    c. Filings.
      The
      Company undertakes and agrees to make all necessary filings in connection with
      the sale of the Securities to the Buyer under any United States laws and
      regulations applicable to the Company, or by any domestic securities exchange
      or
      trading market, and to provide a copy thereof to the Buyer promptly after such
      filing.

    


    d. Reporting
      Status.
      So long
      as the Buyer beneficially owns any of the Shares, the Company shall file all
      reports required to be filed with the SEC pursuant to Section 13 or 15(d) of
      the
      1934 Act, shall take all reasonable action under its control to ensure that
      adequate current public information with respect to the Company, as required
      in
      accordance with Rule 144(c)(2) of the 1933 Act, is publicly available, and
      shall
      not terminate its status as an issuer
      required to file reports under the 1934 Act even if the 1934 Act or the rules
      and regulations thereunder would permit such termination. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    e. Use
      of Proceeds.
      The
      Company will use the proceeds received hereunder (excluding amounts paid by
      the
      Company for legal, due diligence and escrow fees in connection with the sale
      of
      the Securities) for general corporate purposes.

    


    f. Shares.
      The
      Company agrees to issue the Shares to the Buyer on the Closing Date.


    


    g. Publicity,
      Filings, Releases, Etc.
      Each of
      the parties agrees that it will not disseminate any information relating to
      the
      Transaction Agreements or the transactions contemplated thereby, including
      issuing any press releases, holding any press conferences or other forums,
      or
      filing any reports (collectively, “Publicity”), without giving the other party
      reasonable advance notice and an opportunity to comment on the contents thereof.
      Neither party will include in any such Publicity any statement or statements
      or
      other material to which the other party reasonably objects, unless in the
      reasonable opinion of counsel to the party proposing such statement, such
      statement is legally required to be included. In furtherance of the foregoing,
      the Company will provide to the Buyer drafts of the applicable text of the
      first
      filing of a Current Report on Form 8-K or a Quarterly or Annual Report on Form
      10-Q or 10-K intended to be made with the SEC which refers to the Transaction
      Agreements or the transactions contemplated thereby as soon as practicable
      and
      will not include in such filing any statement or statements or other material
      to
      which the other party reasonably objects, unless in the reasonable opinion
      of
      counsel to the party proposing such statement, such statement is legally
      required to be included. Notwithstanding the foregoing, each of the parties
      hereby consents to the inclusion of the text of the Transaction Agreements
      in
      filings made with the SEC as well as any descriptive text accompanying or part
      of such filing which is accurate and reasonably determined by the Company’s
      counsel to be legally required.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5. TRANSFER
      AGENT INSTRUCTIONS.

    


    a. The
      Company warrants that, with respect to the Securities, other than the stop
      transfer instructions to give effect to Section 4(b) hereof, it will give its
      transfer agent no instructions inconsistent with instructions to issue Common
      Stock to the Holder as contemplated in the Transaction Agreements. Except as
      so
      provided, the Shares shall otherwise be freely transferable on the books and
      records of the Company as and to the extent provided in this Agreement. Nothing
      in this Section shall affect in any way the Buyer's obligations and agreement
      to
      comply with all applicable securities laws upon resale of the Securities. If
      the
      Buyer provides the Company with documentation reasonably satisfactory to the
      Company that registration of a resale by the Buyer of any of the Securities
      in
      accordance with clause (1)(B) of Section 4(a) of this Agreement is not required
      under the 1933 Act, the Company shall, at its expense (except as provided in
      clause (2) of Section 4(a) of this Agreement) cause its counsel to issue and
      opinion to permit the transfer or reissue of the Shares represented by one
      or
      more certificates for Common Stock without legend (or where applicable, by
      electronic registration) in such name and in such denominations as specified
      by
      the Buyer. If the Company does not promptly provide an opinion from Company
      counsel, the Company agrees to accept an opinion of Krieger & Prager LLP or
      such other counsel chosen by the Buyer reasonably acceptable to the Company,
      which opinion will be at the Company’s expense.

    


    b. The
      Company will authorize the Transfer Agent to give information relating to the
      Company directly to the Holder or the Holder’s representatives upon the request
      of the Holder or any such representative, to the extent such information relates
      to (i) the status of shares of Common Stock issued or claimed to be issued
      to
      the Holder in connection with a Notice of Exercise to the Holder, or (ii) the
      aggregate number of outstanding shares of Common Stock of all shareholders
      (as a
      group, and not individually) as of a current or other specified date. At the
      request of the Holder, the Company will provide the Holder with a copy of the
      authorization so given to the Transfer Agent.

    


    6. CLOSING
      DATE.

    


    a.
       The
      Closing Date shall occur on the date which is the first Trading Day after each
      of the conditions contemplated by Sections 7 and 8 hereof shall have either
      been
      satisfied or been waived by the party in whose favor such conditions
      run.

    


    b. The
      closing of the Transactions shall occur on the Closing Date at the offices
      of
      the Escrow Agent and shall take place no later than 3:00 P.M., New York time,
      on
      such day or such other time as is mutually agreed upon by the Company and the
      Buyer.

    


    c. Notwithstanding
      anything to the contrary contained herein, the Escrow Agent will be authorized
      to release the Escrow Funds to the Company and to others and to release the
      other Escrow Property on the Closing Date upon satisfaction of the conditions
      set forth in Sections 7 and 8 hereof and as provided in the Joint Escrow
      Instructions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7. CONDITIONS
      TO THE COMPANY'S OBLIGATION TO SELL.

    


    The
      Buyer
      understands that the Company's obligation to sell the Notes and the Shares
      to
      the Buyer pursuant to this Agreement on the Closing Date is conditioned
      upon:

    


    a. The
      execution and delivery of this Agreement by the Buyer;

    


    b. Delivery
      by the Buyer to the Escrow Agent of good funds as payment in full of an amount
      equal to the Loan Amount in accordance with this Agreement;

    


    c. The
      accuracy on such Closing Date of the representations and warranties of the
      Buyer
      contained in this Agreement, each as if made on such date, and the performance
      by the Buyer on or before such date of all covenants and agreements of the
      Buyer
      required to be performed on or before such date; and

    


    d. There
      shall not be in effect any law, rule or regulation prohibiting or restricting
      the transactions contemplated hereby, or requiring any consent or approval
      which
      shall not have been obtained.

    


    8. CONDITIONS
      TO THE BUYER'S OBLIGATION TO PURCHASE.

    


    The
      Company understands that the Buyer's obligation to purchase the Notes and the
      Shares on the Closing Date is conditioned upon:

    


    a. The
      execution and delivery of this Agreement and the other Transaction Agreements
      by
      the Company;

    


    b. Delivery
      by the Company to the Escrow Agent of the Certificates in accordance with this
      Agreement;

    


    c. An
      opinion of counsel for the Company, dated the Closing Date, in form, scope
      and
      substance reasonably satisfactory to the Buyer;

    


    d. The
      accuracy in all material respects on the Closing Date of the representations
      and
      warranties of the Company contained in this Agreement, each as if made on such
      date, and the performance by the Company on or before such date of all covenants
      and agreements of the Company required to be performed on or before such date;
      and

    


    e. There
      shall not be in effect any law, rule or regulation prohibiting or restricting
      the transactions contemplated hereby, or requiring any consent or approval
      which
      shall not have been obtained.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    9. INDEMNIFICATION
      AND REIMBURSEMENT.

    


    a.
       (i)
      The
      Company agrees to indemnify and hold harmless the Buyer and its officers,
      directors, employees, and agents, and each Buyer Control Person from and against
      any losses, claims, damages, liabilities or expenses incurred (collectively,
      “Damages”), joint or several, and any action in respect thereof to which the
      Buyer, its partners, Affiliates, officers, directors, employees, and duly
      authorized agents, and any such Buyer Control Person becomes subject to,
      resulting from, arising out of or relating to any misrepresentation, breach
      of
      warranty or nonfulfillment of or failure to perform any covenant or agreement
      on
      the part of Company contained in this Agreement, as such Damages are incurred,
      except to the extent such Damages result primarily from Buyer's failure to
      perform any covenant or agreement contained in this Agreement or the Buyer's
      or
      its officer’s, director’s, employee’s, agent’s or Buyer Control Person’s gross
      negligence, recklessness or bad faith in performing its obligations under this
      Agreement.

    


    (ii) The
      Company hereby agrees that, if the Buyer, other than by reason of its gross
      negligence, illegal or willful misconduct (in each case, as determined by a
      non-appealable judgment to such effect), (x) becomes involved in any capacity
      in
      any action, proceeding or investigation brought by any shareholder of the
      Company, in connection with or as a result of the consummation of the
      transactions contemplated by this Agreement or the other Transaction Agreements,
      or if the Buyer is impleaded in any such action, proceeding or investigation
      by
      any Person, or (y) becomes involved in any capacity in any action, proceeding
      or
      investigation brought by the SEC, any self-regulatory organization or other
      body
      having jurisdiction, against or involving the Company or in connection with
      or
      as a result of the consummation of the transactions contemplated by this
      Agreement or the other Transaction Agreements, or (z) is impleaded in any such
      action, proceeding or investigation by any Person, then in any such case, the
      Company shall indemnify, defend and hold harmless the Buyer from and against
      and
      in respect of all losses, claims, liabilities, damages or expenses resulting
      from, imposed upon or incurred by the Buyer, directly or indirectly, and
      reimburse such Buyer for its reasonable legal and other expenses (including
      the
      cost of any investigation and preparation) incurred in connection therewith,
      as
      such expenses are incurred. The indemnification and reimbursement obligations
      of
      the Company under this paragraph shall be in addition to any liability which
      the
      Company may otherwise have, shall extend upon the same terms and conditions
      to
      any Affiliates of the Buyer who are actually named in such action, proceeding
      or
      investigation, and partners, directors, agents, employees and Buyer Control
      Persons (if any), as the case may be, of the Buyer and any such Affiliate,
      and
      shall be binding upon and inure to the benefit of any successors, assigns,
      heirs
      and personal representatives of the Company, the Buyer, any such Affiliate
      and
      any such Person. The Company also agrees that neither the Buyer nor any such
      Affiliate, partner, director, agent, employee or Buyer Control Person shall
      have
      any liability to the Company or any Person asserting claims on behalf of or
      in
      right of the Company in connection with or as a result of the consummation
      of
      this Agreement or the other Transaction Agreements,
      except as may be expressly and specifically provided in or contemplated by
      this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b. All
      claims for indemnification by any Indemnified Party (as defined below) under
      this Section shall be asserted and resolved as follows:

    


    (i) 
      In the
      event any claim or demand in respect of which any Person claiming
      indemnification under any provision of this Section (an "Indemnified Party")
      might seek indemnity under paragraph (a) of this Section is asserted against
      or
      sought to be collected from such Indemnified Party by a Person other than a
      party hereto or an Affiliate thereof (a "Third Party Claim"), the Indemnified
      Party shall deliver a written notification, enclosing a copy of all papers
      served, if any, and specifying the nature of and basis for such Third Party
      Claim and for the Indemnified Party's claim for indemnification that is being
      asserted under any provision of this Section against any Person (the
      "Indemnifying Party"), together with the amount or, if not then reasonably
      ascertainable, the estimated amount, determined in good faith, of such Third
      Party Claim (a "Claim Notice") with reasonable promptness to the Indemnifying
      Party. If the Indemnified Party fails to provide the Claim Notice with
      reasonable promptness after the Indemnified Party receives notice of such Third
      Party Claim, the Indemnifying Party shall not be obligated to indemnify the
      Indemnified Party with respect to such Third Party Claim to the extent that
      the
      Indemnifying Party's ability to defend has been prejudiced by such failure
      of
      the Indemnified Party. The Indemnifying Party shall notify the Indemnified
      Party
      as soon as practicable within the period ending thirty (30) calendar days
      following receipt by the Indemnifying Party of either a Claim Notice or an
      Indemnity Notice (as defined below) (the "Dispute Period") whether the
      Indemnifying Party disputes its liability or the amount of its liability to
      the
      Indemnified Party under this Section and whether the Indemnifying Party desires,
      at its sole cost and expense, to defend the Indemnified Party against such
      Third
      Party Claim. The following provisions shall also apply.

    


    (x)
      If
      the Indemnifying Party notifies the Indemnified Party within the Dispute Period
      that the Indemnifying Party desires to defend the Indemnified Party with respect
      to the Third Party Claim pursuant to this paragraph (b) of this Section, then
      the Indemnifying Party shall have the right to defend, with counsel reasonably
      satisfactory to the Indemnified Party, at the sole cost and expense of the
      Indemnifying Party, such Third Party Claim by all appropriate proceedings,
      which
      proceedings shall be vigorously and diligently prosecuted by the Indemnifying
      Party to a final conclusion or will be settled at the discretion of the
      Indemnifying Party (but only with the consent of the Indemnified Party in the
      case of any settlement that provides for any relief other than the payment
      of
      monetary damages or that provides for the payment of monetary damages as to
      which the Indemnified Party shall not be indemnified in full pursuant to
      paragraph (a) of this Section). The Indemnifying Party shall have full control
      of such defense and proceedings, including any compromise or settlement thereof;
      provided, however, that the Indemnified Party may, at the sole cost and expense
      of the Indemnified Party, at any time prior to the Indemnifying Party's delivery
      of the notice referred to in the first sentence of this subparagraph (x), file
      any motion, answer or other pleadings or take any other action that the
      Indemnified Party reasonably believes to be necessary or appropriate protect
      its
      interests; and provided further, that if requested by the Indemnifying Party,
      the Indemnified Party will, at the sole cost and expense of the Indemnifying
      Party, provide reasonable cooperation to the Indemnifying Party in contesting
      any Third Party Claim that the Indemnifying Party elects to contest. The
      Indemnified Party may participate in, but not control, any defense or settlement
      of any Third Party Claim controlled by the Indemnifying Party pursuant to this
      subparagraph (x), and except as provided in the preceding sentence, the
      Indemnified Party shall bear its own costs and expenses with respect to such
      participation. Notwithstanding the foregoing, the Indemnified Party may take
      over the control of the defense or settlement of a Third Party Claim at any
      time
      if it irrevocably waives its right to indemnity under paragraph (a) of this
      Section with respect to such Third Party Claim. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (y)
      If
      the Indemnifying Party fails to notify the Indemnified Party within the Dispute
      Period that the Indemnifying Party desires to defend the Third Party Claim
      pursuant to paragraph (b) of this Section, or if the Indemnifying Party gives
      such notice but fails to prosecute vigorously and diligently or settle the
      Third
      Party Claim, or if the Indemnifying Party fails to give any notice whatsoever
      within the Dispute Period, then the Indemnified Party shall have the right
      to
      defend, at the sole cost and expense of the Indemnifying Party, the Third Party
      Claim by all appropriate proceedings, which proceedings shall be prosecuted
      by
      the Indemnified Party in a reasonable manner and in good faith or will be
      settled at the discretion of the Indemnified Party (with the consent of the
      Indemnifying Party, which consent will not be unreasonably withheld). The
      Indemnified Party will have full control of such defense and proceedings,
      including any compromise or settlement thereof; provided, however, that if
      requested by the Indemnified Party, the Indemnifying Party will, at the sole
      cost and expense of the Indemnifying Party, provide reasonable cooperation
      to
      the Indemnified Party and its counsel in contesting any Third Party Claim which
      the Indemnified Party is contesting. Notwithstanding the foregoing provisions
      of
      this subparagraph (y), if the Indemnifying Party has notified the Indemnified
      Party within the Dispute Period that the Indemnifying Party disputes its
      liability or the amount of its liability hereunder to the Indemnified Party
      with
      respect to such Third Party Claim and if such dispute is resolved in favor
      of
      the Indemnifying Party in the manner provided in subparagraph(z) below, the
      Indemnifying Party will not be required to bear the costs and expenses of the
      Indemnified Party's defense pursuant to this subparagraph (y) or of the
      Indemnifying Party's participation therein at the Indemnified Party's request,
      and the Indemnified Party shall reimburse the Indemnifying Party in full for
      all
      reasonable costs and expenses incurred by the Indemnifying Party in connection
      with such litigation. The Indemnifying Party may participate in, but not
      control, any defense or settlement controlled by the Indemnified Party pursuant
      to this subparagraph (y), and the Indemnifying Party shall bear its own costs
      and expenses with respect to such participation. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (z)
      If
      the Indemnifying Party notifies the Indemnified Party that it does not dispute
      its liability or the amount of its liability to the Indemnified Party with
      respect to the Third Party
      Claim under paragraph (a) of this Section or fails to notify the Indemnified
      Party within the Dispute Period whether the Indemnifying Party disputes its
      liability or the amount of its liability to the Indemnified Party with respect
      to such Third Party Claim, the amount of Damages specified in the Claim Notice
      shall be conclusively deemed a liability of the Indemnifying Party under
      paragraph (a) of this Section and the Indemnifying Party shall pay the amount
      of
      such Damages to the Indemnified Party on demand. If the Indemnifying Party
      has
      timely disputed its liability or the amount of its liability with respect to
      such claim, the Indemnifying Party and the Indemnified Party shall proceed
      in
      good faith to negotiate a resolution of such dispute; provided, however, that
      if
      the dispute is not resolved within thirty (30) days after the Claim Notice,
      the
      Indemnifying Party shall be entitled to institute such legal action as it deems
      appropriate. 

    


    (ii) In
      the
      event any Indemnified Party should have a claim under paragraph (a) of this
      Section against the Indemnifying Party that does not involve a Third Party
      Claim, the Indemnified Party shall deliver a written notification of a claim
      for
      indemnity under paragraph (a) of this Section specifying the nature of and
      basis
      for such claim, together with the amount or, if not then reasonably
      ascertainable, the estimated amount, determined in good faith, of such claim
      (an
      "Indemnity Notice") with reasonable promptness to the Indemnifying Party. The
      failure by any Indemnified Party to give the Indemnity Notice shall not impair
      such party's rights hereunder except to the extent that the Indemnifying Party
      demonstrates that it has been irreparably prejudiced thereby. If the
      Indemnifying Party notifies the Indemnified Party that it does not dispute
      the
      claim or the amount of the claim described in such Indemnity Notice or fails
      to
      notify the Indemnified Party within the Dispute Period whether the Indemnifying
      Party disputes the claim or the amount of the claim described in such Indemnity
      Notice, the amount of Damages specified in the Indemnity Notice will be
      conclusively deemed a liability of the Indemnifying Party under paragraph (a)
      of
      this Section and the Indemnifying Party shall pay the amount of such Damages
      to
      the Indemnified Party on demand. If the Indemnifying Party has timely disputed
      its liability or the amount of its liability with respect to such claim, the
      Indemnifying Party and the Indemnified Party shall proceed in good faith to
      negotiate a resolution of such dispute; provided, however, that it the dispute
      is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
      Party shall be entitled to institute such legal action as it deems
      appropriate.

    


    c. The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of
      action or similar rights of the indemnified party against the indemnifying
      party
      or others, and (ii) any liabilities the indemnifying party may be subject
      to.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    10. JURY
      TRIAL WAIVER. The
      Company and the Buyer 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 or in connection with the Transaction
      Agreements.

    


    11. GOVERNING
      LAW: MISCELLANEOUS.


    a. (i)
      This
      Agreement shall be governed by and interpreted 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 the state courts
      of the State of New York sitting in the County of New York in connection with
      any dispute arising under this Agreement or any of the other Transaction
      Agreements and hereby waives, to the maximum extent permitted by law, any
      objection, including any objection based on
      forum non conveniens,
      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 Company shall reimburse the Buyer for any reasonable legal
      fees
      and disbursements incurred by the Buyer in enforcement of or protection of
      any
      of its rights under any of the Transaction Agreements. Nothing in this Section
      shall affect or limit any right to serve process in any other manner permitted
      by law.

    


    (ii)
      The
      Company and the Buyer acknowledge and agree that irreparable damage would occur
      in the event that any of the provisions of this Agreement or the other
      Transaction Agreements were not performed in accordance with their specific
      terms or were otherwise breached. It is accordingly agreed that the parties
      shall be entitled to an injunction or injunctions to prevent or cure breaches
      of
      the provisions of this Agreement and the other Transaction Agreements and to
      enforce specifically the terms and provisions hereof and thereof, this being
      in
      addition to any other remedy to which any of them may be entitled by law or
      equity.

    


    b. Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

    


    c. This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties hereto.

    


    d. All
      pronouns and any variations thereof refer to the masculine, feminine or neuter,
      singular or plural, as the context may require.

    


    e. A
      facsimile transmission of this signed Agreement shall be legal and binding
      on
      all parties hereto. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    f. This
      Agreement may be signed in one or more counterparts, each of which shall be
      deemed an original. 

    


    g. The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement. 

    


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

    


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

    


    j. This
      Agreement supersedes all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof.

    


    12. NOTICES.
      Any
      notice required or permitted hereunder shall be given in writing (unless
      otherwise specified herein) and shall be deemed effectively given on the
      earliest of 

    


    (a)
      the
      date delivered, if delivered by personal delivery as against written receipt
      therefor or by confirmed facsimile transmission,

    


    (b)
      the
      fifth Trading Day after deposit, postage prepaid, in the United States Postal
      Service by registered or certified mail, or 

    


    (c)
      the
      third Trading Day after mailing by domestic or international express courier,
      with delivery costs and fees prepaid, 

    


    in
      each
      case, addressed to each of the other parties thereunto entitled at the following
      addresses (or at such other addresses as such party may designate by ten (10)
      days’ advance written notice similarly given to each of the other parties
      hereto):

     

    
      
        	
                COMPANY:

              	
                At
                  the address set forth at the head of this Agreement.

              
	 	
                Attn:
                  President

              
	 	
                Telephone
                  No.: (908) 604-2500

              
	 	
                Telecopier
                  No.: (908) 604-2545

              


      

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        	 	
                with
                  a copy to:

              
	 	 
	 	
                Silverman
                  Sclar Shin & Byrne PLLC

              
	 	
                381
                  Park Avenue South, Suite 1601

              
	 	
                New
                  York, NY 10016

              
	 	
                Attn:
                  Peter Silverman, Esq.

              
	 	
                Telephone
                  No.: (212) 779-8600

              
	 	
                Telecopier
                  No.: (212) 779-8858

              
	 	 
	
                BUYER: 

              	
                At
                  the address set forth on the signature page of this
                  Agreement.

              
	 	 
	 	
                with
                  a copy to:

              
	 	 
	 	
                Krieger
                  & Prager LLP,
                  Esqs.

              
	 	
                39
                  Broadway 

              
	 	
                Suite
                  920

              
	 	
                New
                  York, NY 10006

              
	 	
                Attn:
                  Samuel M. Krieger, Esq.

              
	 	
                Telephone
                  No.: (212) 363-2900

              
	 	
                Telecopier
                  No. (212) 363-2999

              
	 	 
	
                ESCROW
                  AGENT: 

              	
                Krieger
                  & Prager LLP,
                  Esqs.

              
	 	
                39
                  Broadway 

              
	 	
                Suite
                  920

              
	 	
                New
                  York, NY 10006

              
	 	
                Attn:
                  Samuel Krieger, Esq.

              
	 	
                Telephone
                  No.: (212) 363-2900

              
	 	
                Telecopier
                  No. (212) 363-2999

              


      

    

    


    13. SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES.
      The
      Company’s and the Buyer’s representations and warranties herein shall survive
      the execution and delivery of this Agreement and the delivery of the
      Certificates and the payment of the Loan Amount, and shall inure to the benefit
      of the Buyer and the Company and their respective successors and
      assigns.

    


    [Balance
      of page intentionally left blank]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      with
      respect to the Loan Amount specified below, this Agreement has been duly
      executed by the Buyer and the Company as of the date set first above
      written.

     

    

      
        	
                LOAN
                  AMOUNT:

              	
                                                
                  $550,000.00

              
	
                 

              	
                 

              
	
                 

              	
                Buyer:

              
	
                 

              	
                 

              
	
                Harbour
                  House, 2d Floor

              	
                 

              
	
                Road
                  Town, Tortola

              	
                HARBORVIEW
                  MASTER FUND LP

              
	
                British
                  Virgin Islands

              	
                Printed
                  Name of Buyer

              
	
                 

              	
                 

              
	
                Telephone
                  No.

              	 	
                 

              	
                By:

              	
                s/

              	
                 

              
	
                Telecopier
                  No. 

              	 	
                 

              	
                (Signature
                  of Authorized Person)

              
	
                 

              	
                 

              
	
                 

              	
                             Navigator
                  Management Ltd. 

              
	
                 

              	
                            
                  Authorized Signatory

              	
                 

              
	
                BVI
                  

              	
                 

              	
                Printed
                  Name and Title

              


      

    

    
      Jurisdiction
        of Incorporation

    

    or
      Organization

    


    COMPANY

     

    MILLENNIUM
      BIOTECHNOLOGIES GROUP, INC.

     

    By:
      /s/
      Frank Guarino

    (Signature
      of Authorized Person)

    


    Frank
      Guarino, CFO

    Printed
      Name and Title