Exhibit
      10.2

    


    THIS
      NOTE
      AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE
      COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED
      FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO MILLENNIUM BIOTECHNOLOGIES GROUP, INC. THAT SUCH REGISTRATION
      IS
      NOT REQUIRED.

    


    
      	
              Principal
                Amount: $550,000

            	
              Issue
                Date: November 30, 2007

            


    

    


    SECURED
      CONVERTIBLE NOTE

    


    FOR
      VALUE
      RECEIVED, MILLENNIUM BIOTECHNOLOGIES GROUP, INC., a Delaware corporation
      (hereinafter called "Borrower"), hereby promises to pay to HARBORVIEW MASTER
      FUND L.P., c/o Beacon Capital Management, Harbor House, Roadtown, Tortolla,
      BVI
      (the "Holder") or assignee, without demand, the sum of Five Hundred and Fifty
      Thousand Dollars ($550,000), with simple and unpaid interest thereon, on
      November 30, 2008 (the "Maturity Date"), if not paid sooner.

    


    The
      following terms shall apply to this Note:

    


    ARTICLE
      I

    


    GENERAL
      PROVISIONS

    


    1.1 Payment
      Grace Period.
      The
      Borrower shall have a ten (10) business day grace period to pay any monetary
      amounts due under this Note, after which grace period and during the pendency
      of
      an Event of Default (as defined in Article III) a default interest rate of
      eighteen percent (18%) per annum shall apply to the amounts owed
      hereunder.

    


    1.2.  Interest
      Rate.
      Simple
      interest payable on this Note shall accrue at the annual rate of six percent
      (6%). Interest will be payable on December 31, 2007 and on the last business
      day
      of each calendar quarter thereafter and on the Maturity Date, accelerated or
      otherwise, when the principal and remaining accrued but unpaid interest shall
      be
      due and payable, or sooner as described below. Interest will be payable in
      cash,
      or at the election of the Holder, provided an Event of Default or an event
      which
      with the passage of time or the giving of notice could become an Event of
      Default, is not pending, by the Borrower’s delivery of a Note in the principal
      amount of such interest payment (“Interest Note”), which Note shall be identical
      to this Note, including the maturity date, except that interest on such Interest
      Note must be paid in cash.

    


    1.3. Conversion
      Privileges.
      The
      Conversion Privileges set forth in Article II shall remain in full force and
      effect immediately from the date hereof and until the Note is paid in full
      regardless of the occurrence of an Event of Default. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      II

    


    CONVERSION
      RIGHTS

    


    The
      Holder shall have the right to convert the principal due under this Note into
      Shares of Common Stock, $0.001 par value per share (“Common Stock”) of the
      Borrower as set forth below.

    


    2.1. Conversion
      into Common Stock.

    


    (a) The
      Holder shall have the right from and after the Issue Date of the issuance of
      this Note and then at any time until this Note is fully paid, to convert any
      outstanding and unpaid principal portion of this Note, and accrued interest
      if
      any, at the election of the Holder (the date of giving of such notice of
      conversion being a "Conversion Date") into fully paid and nonassessable shares
      of Common Stock as such stock exists on the date of issuance of this Note,
      or
      any shares of capital stock into which such Common Stock shall hereafter be
      changed or reclassified, at the conversion price as defined in Section 2.1(b)
      hereof (the "Conversion Price"), determined as provided herein. Upon delivery
      to
      the Borrower of a completed Notice of Conversion, a form of which is annexed
      hereto, the Borrower shall issue and deliver to the Holder within three (3)
      business days after the Conversion Date (such third day being the “Delivery
      Date”) that number of shares of Common Stock for the portion of the Note
      converted in accordance with the foregoing (“Conversion Shares”). At the
      election of the Holder, the Borrower will deliver accrued but unpaid interest
      on
      the Note in the manner provided in Section 1.2 through the Conversion Date
      directly to the Holder on or before the Conversion Date. The number of shares
      of
      Common Stock to be issued upon each conversion of this Note shall be determined
      by dividing that portion of the principal of the Note and interest to be
      converted, by the Conversion Price.

    


    (b) Subject
      to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per
      share shall be $.14.

    


    (c) 
      The
      Conversion Price and number and kind of shares or other securities to be issued
      upon conversion determined pursuant to Section 2.1(a), shall be subject to
      adjustment from time to time upon the happening of certain events while this
      conversion right remains outstanding, as follows:

    


    A. Merger,
      Sale of Assets, etc. If the Borrower at any time shall consolidate with or
      merge
      into or sell or convey all or substantially all its assets to any other
      corporation, this Note, as to the unpaid principal portion thereof and accrued
      interest thereon, shall thereafter be deemed to evidence the right to purchase
      such number and kind of shares or other securities and property as would have
      been issuable or distributable on account of such consolidation, merger, sale
      or
      conveyance, upon or with respect to the securities subject to the conversion
      or
      purchase right immediately prior to such consolidation, merger, sale or
      conveyance. The foregoing provision shall similarly apply to successive
      transactions of a similar nature by any such successor or purchaser. Without
      limiting the generality of the foregoing, the anti-dilution provisions of this
      Section shall apply to such securities of such successor or purchaser after
      any
      such consolidation, merger, sale or conveyance.

    


    B. Reclassification,
      etc. If the Borrower at any time shall, by reclassification or otherwise, change
      the Common Stock into the same or a different number of securities of any class
      or classes that may be issued or outstanding, this Note, as to the unpaid
      principal portion thereof and accrued interest thereon, shall thereafter be
      deemed to evidence the right to purchase an adjusted number of such securities
      and kind of securities as would have been issuable as the result of such change
      with respect to the Common Stock immediately prior to such reclassification
      or
      other change.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    C. Stock
      Splits, Combinations and Dividends. If the shares of Common Stock are subdivided
      or combined into a greater or smaller number of shares of Common Stock, or
      if a
      dividend is paid on the Common Stock in shares of Common Stock, the Conversion
      Price shall be proportionately reduced in case of subdivision of shares or
      stock
      dividend or proportionately increased in the case of combination of shares,
      in
      each such case by the ratio which the total number of shares of Common Stock
      outstanding immediately after such event bears to the total number of shares
      of
      Common Stock outstanding immediately prior to such event.

     

    D. Share
      Issuance. So long as this Note is outstanding, if the Borrower shall issue
      any
      shares of Common Stock for a consideration less than the Conversion Price in
      effect at the time of such issue, then, and thereafter successively upon each
      such issue, the Conversion Price shall be reduced to such other lower issue
      price. For purposes of this adjustment, the issuance of any security carrying
      the right to convert such security into shares of Common Stock or of any
      warrant, right or option to purchase Common Stock shall result in an adjustment
      to the Conversion Price upon the issuance of the above-described security and
      again upon the issuance of shares of Common Stock upon exercise of such
      conversion or purchase rights if such issuance is at a price lower than the
      then
      applicable Conversion Price. The reduction of the Conversion Price described
      in
      this paragraph is in addition to other rights of the Holder described in this
      Note.

     

    (d) Whenever
      the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower
      shall promptly mail to the Holder a notice setting forth the Conversion Price
      after such adjustment and setting forth a statement of the facts requiring
      such
      adjustment.

    


    (e) The
      Borrower will reserve from its authorized and unissued Common Stock 4,165,000
      shares of Common Stock. The Borrower represents that upon issuance, such shares
      will be duly and validly issued, fully paid and non-assessable. The Borrower
      agrees that issuance of this Note by the Borrower shall constitute full
      authority to the Borrower officers, agents, and transfer agents who are charged
      with the duty of executing and issuing stock certificates to execute and issue
      the necessary certificates for shares of Common Stock upon the conversion of
      this Note.

    


    (f) A. The
      Borrower understands that a delay in the delivery of certificates for or
      electronic issuance of Conversion Shares on the relevant Delivery Date could
      result in economic loss to the Holder. As compensation to the Holder for such
      loss, in addition to any other available remedies at law, the Borrower agrees
      to
      pay late payments to the Holder for late issuance of the Conversion Shares
      in
      accordance with the following schedule (where “No. Business Days Late” is
      defined as the number of business days beyond two (2) business days after the
      Delivery Date):


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              No.
                Business Days Late

            	 	
              Late Payment For Each $10,000 

              of Principal or Interest Being Converted

            	 
	
              1

            	 	
              $

            	
              100

            	 
	
              2

            	 	
              $

            	
              200

            	 
	
              3

            	 	
              $

            	
              300

            	 
	
              4

            	 	
              $

            	
              400

            	 
	
              5

            	 	
              $

            	
              500

            	 
	
              6

            	 	
              $

            	
              600

            	 
	
              7

            	 	
              $

            	
              700

            	 
	
              8

            	 	
              $

            	
              800

            	 
	
              9

            	 	
              $

            	
              900

            	 
	
              10

            	 	
              $

            	
              1,000

            	 
	
              >10

            	 	
              $

            	
              1,000
                + $200 for each Business Day Late beyond 10 days

            	 


    

     

    The
      Borrower shall pay any payments incurred under this Section in immediately
      available funds upon demand. Nothing herein shall limit the Holder’s right to
      pursue actual damages for the Borrower’s failure to issue and deliver the
      Conversion Shares to the Holder within a reasonable time. Furthermore, in
      addition to any other remedies which may be available to a Holder, in the event
      that the Borrower fails for any reason to effect delivery of such Conversion
      Shares within two (2) business days after the Delivery Date, the Converting
      Holder will be entitled to revoke the relevant Notice of Conversion by
      delivering a notice to such effect to the Borrower prior to the Holder’s receipt
      of the relevant Conversion Shares, whereupon the Borrower and the Holder shall
      each be restored to their respective positions immediately prior to delivery
      of
      such Notice of Conversion.

    


    B. If,
      by
      the tenth business day after the relevant Delivery Date, the Borrower fails
      for
      any reason to deliver the Conversion Shares, but at any time after the Delivery
      Date, the Holder purchases, in an arm’s-length open market transaction or
      otherwise, shares of Common Stock (the “Covering Shares”) in order to make
      delivery in satisfaction of a sale of Common Stock by the Holder (the “Sold
      Shares”), which delivery the Holder anticipated to make using the shares to be
      issued upon such conversion (a “Buy-In”), the Holder shall have the right to
      require the Borrower to pay to the Holder, in addition to and not in lieu of
      the
      amounts contemplated in other provisions of the Transaction Agreements (as
      that
      term is defined in the Loan Agreement, dated as of November 30, 2007, to which
      the Borrower and the Holder, or the Holder’s predecessor in interest, are
      parties), including, but not limited to, the provisions of this Section 2.1(f),
      the Buy-In Adjustment Amount (as defined below). The “Buy-In Adjustment Amount”
is the amount equal to the number of Sold Shares multiplied by the excess,
      if
      any, of (x) the Holder's total purchase price per share (including brokerage
      commissions, if any) for the Covering Shares over (y) the net proceeds per
      share
      (after brokerage commissions, if any) received by the Holder from the sale
      of
      the Sold Shares. The Borrower shall pay the Buy-In Adjustment Amount to the
      Holder in immediately available funds immediately upon demand by the Holder.
      By
      way of illustration and not in limitation of the foregoing, if the Holder
      purchases shares of Common Stock having a total purchase price (including
      brokerage commissions) of $11,000 to cover a Buy-In with respect to shares
      of
      Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount
      which the Borrower will be required to pay to the Holder will be
      $1,000.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    2.2 Method
      of Conversion.
      This
      Note may be converted by the Holder in whole or in part as described in Section
      2.1(a) hereof. Upon partial conversion of this Note, a new Note containing
      the
      same date and provisions of this Note shall, at the request of the Holder upon
      delivery of the Note to the Borrower, be issued by the Borrower to the Holder
      for the principal balance of this Note and interest which shall not have been
      converted or paid.

    


    2.3
       Maximum
      Conversion.
      The
      Holder shall not be entitled to convert on a Conversion Date that amount of
      the
      Note in connection with that number of shares of Common Stock which would be
      in
      excess of the sum of (i) the number of shares of Common Stock beneficially
      owned
      by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock
      issuable in connection with the unconverted portion of this and any other Notes
      beneficially owned by Holder of Borrower, and (iii) the number of shares of
      Common Stock issuable upon the conversion of the Note with respect to which
      the
      determination of this provision is being made on a Conversion Date, which would
      result in beneficial ownership by the Holder and its affiliates of more than
      4.99% of the outstanding shares of Common Stock of the Borrower on such
      Conversion Date. For the purposes of the provision to the immediately preceding
      sentence, beneficial ownership shall be determined in accordance with Section
      13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
      thereunder. Subject to the foregoing, the Holder shall not be limited to
      aggregate conversions of only 4.99% and aggregate conversion by the Holder
      may
      exceed 4.99%. The Holder shall have the authority and obligation to determine
      whether the restriction contained in this Section 2.3 will limit any conversion
      hereunder and to the extent that the Holder determines that the limitation
      contained in this Section applies, the determination of which portion of the
      Notes are convertible shall be the responsibility and obligation of the Holder.
      The
      Holder may increase the permitted beneficial ownership amount up to 9.99% upon
      and effective after 61 days prior written notice to the Company.
      The
      Holder may allocate which of the equity of the Borrower deemed beneficially
      owned by the Holder shall be included in the 4.99% amount described above and
      which shall be allocated to the excess above 4.99%.

     

    2.4
       Reports
      under Securities Act and Exchange Act.
      With a
      view to making available to the Holder the benefits of Rule 144 promulgated
      under the Securities Act or any other similar rule or regulation of the SEC
      that
      may at any time permit the Holder and any transferee to sell Conversion Shares
      to the public without Registration (“Rule 144”), the Borrower
      agrees
      to:

     

    (a) make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

     

    (b) file
      with
      the SEC in a timely manner all reports and other documents required of the
      Borrower
      under
      the
      Securities Act and the Exchange Act; and

     

    (c) furnish
      to the Holder or any transferee so long as the Holder or any transferee owns
      any
      Common Stock, promptly upon request, (i) a written statement by the Borrower
      that
      it
      has complied with the reporting requirements of the Securities Act and the
      Exchange Act, (ii) a copy of the most recent annual or quarterly report of
      the
Borrower
      and such
      other reports and documents so filed by the Borrower
      and
      (iii) such other information as may be reasonably requested to permit the Holder
      to sell such securities pursuant to Rule 144 without registration.

     

    (d) The
      Borrower will, at the request of any Holder or
      any
      transferee,
      in
      connection with the sale of some or all of the Common Stock pursuant to Rule
      144
      upon receipt from such Holder or
      any
      transferee or
      any
      transferee
      of a
      certificate certifying (i) that such Holder and its transferor have held such
      Shares for a period of not less than two (2) years, (ii) that such Holder
or
      any
      transferee
      has not
      been an affiliate (as defined in Rule 144) of the Borrower for more than the
      ninety (90) preceding days, and (iii) as to such other matters as may be
      appropriate in accordance with such Rule, will at Borrower’s cost and expense
      cause to be removed from the stock certificate representing such Common Stock
      that portion of any restrictive legend which relates to the registration
      provisions of the Securities Act. 


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      III

    


    EVENT
      OF DEFAULT

    


    The
      occurrence of any of the following events of default ("Event of Default") shall,
      at the option of the Holder hereof, make all sums of principal and interest
      then
      remaining unpaid hereon and all other amounts payable hereunder immediately
      due
      and payable, upon demand, without presentment, or grace period, all of which
      hereby are expressly waived, except as set forth below:

    


    3.1 Failure
      to Pay Principal or Interest.
      The
      Borrower fails to pay any installment of principal, interest or other sum due
      under this Note when due and such failure continues for a period of ten (10)
      business days after the due date. The ten (10) day period described in this
      Section 3.1 is the same ten (10)) business day period described in Section
      1.1
      hereof.

    


    3.2 Breach
      of Covenant.
      The
      Borrower breaches any material covenant or other material term or condition
      of
      this Note in any material respect and such breach, if subject to cure, continues
      for a period of fifteen (15) business days after written notice to the Borrower
      from the Holder.

    


    3.3 Receiver
      or Trustee.
      The
      Borrower shall make an assignment for the benefit of creditors, or apply for
      or
      consent to the appointment of a receiver or trustee for it or for a substantial
      part of its property or business; or such a receiver or trustee shall otherwise
      be appointed without the consent of the Borrower is not dismissed within sixty
      (60) days of appointment.

    


    3.4 Judgments.
      Any
      money judgment, writ or similar final process shall be entered or filed against
      Borrower or any of its property or other assets for more than $250,000, and
      shall remain unpaid, unvacated, unbonded or unstayed for a period of forty-five
      (45) days.

    


    3.5 Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Borrower and if instituted against Borrower are
      not
      dismissed within sixty (60) days of initiation.

    


    3.6 Delisting.
      Failure
      of the Common Stock to be listed for trading or quotation on a Principal Market
      (which includes the Bulletin Board) for five or more consecutive trading
      days.

    


    3.7 Non-Payment.
      A
      default by the Borrower under any one or more obligations in an aggregate
      monetary amount in excess of $250,000 for more than thirty days after the due
      date, unless the Borrower is contesting the validity of such obligation in
      good
      faith and has segregated cash funds equal to not less than one-half of the
      disputed amount.

    


    3.8 Stop
      Trade.
      An SEC
      or judicial stop trade order or Principal Market trading suspension that lasts
      for ten or more consecutive trading days.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    3.9 Failure
      to Deliver Common Stock or Replacement Note.
      Borrower's failure to deliver Common Stock to the Holder pursuant to and in
      the
      form required by this Note, or, if required, a replacement Note more than seven
      (7) Business Days after the required delivery date of such Common Stock or
      Note. 

    


    3.10 Reservation
      Default.
      Failure
      by the Borrower to have reserved for issuance upon conversion of the Note the
      amount of Common stock as set forth in this Note.

    


    3.11 Cross
      Default.
      A
      default by the Borrower of a material term, covenant, warranty or undertaking
      of
      any other agreement to which the Borrower and the Holder are parties, or the
      occurrence of a material event of default under any such other agreement which
      is not cured after any required notice and/or cure period.

    


    ARTICLE
      IV

    


    SECURITY
      INTEREST

     

    4.1 To
      secure
      fulfillment of all of Borrower’s obligations under this Note and under any other
      subsequent advances made by the Holder to the Borrower, the Borrower hereby
      grants to Holder a security interest in the Collateral (as defined below; the
      security interest in the Collateral is referred to as the “Security Interest”).
      Should Borrower default on this Note, Holder will be entitled to the Security
      Interest in favor of Borrower on the following property and fixtures of the
      Borrower wherever located and whether now owned or in existence or hereafter
      acquired or created, of every kind and description, tangible or intangible,
      including, without limitation, all inventory, goods, equipment, patents, patents
      pending, trademarks, trademark applications, documents, instruments, chattle
      paper, bank accounts, cash, contract rights and general intangibles, such terms
      as defined by the Uniform Commercial Code, and more particulary all of which
      are
      presently located at 665 Martinsville Road, Suite 219, Basking Ridge, New Jersy
      07920. The Borrower agrees that within three (3) business days after the
      issuance of this Note or any subsequent advance made by the Holder to the
      Borrower, as the case may be, the Borrower will, at its sole cost and expense,
      file financing statements or amendments to existing financing statements in
      the
      office of the Secretary of State of Delaware (or other appropriate office)
      and
      make appropriate filings in the Patent Office and the Trademark Office,
      respectively, of the United States Patent and Trademark Office to reflect the
      Security Interest in favor of the Holder. The security interest set forth in
      this section 4.1 is hereinafter referred to as the “Borrower’s Security Interest
      Provisions.”

    


    4.2 Payment
      of this Note is also secured pursuant to the Security Interest Agreement, of
      even date (the “Grantor Subsidiary’s Security Interest Agreement” or a “Security
      Interest Agreement”), executed by the Grantor Subsidiary (as defined below), as
      debtor, in favor of the Holder, as secured party, the terms of which are
      incorporated herein by reference. 

    


    ARTICLE
      V

    


    GUARANTEE

    


    5.1 Millennium
      Biotechnologies, Inc., a subsidiary of the Borrower (the “Grantor Subsidiary”)
      is personally guarantying to the Holder the timely and full fulfillment of
      all
      of the obligations of the Borrower under this Note on the terms provided above
      and in (and as limited by) the Grantor Subsidiary Guarantee, which has been
      executed by the Grantor Subsidiary in favor of, and delivered to, the Holder.
      Such guaranty is referred to as the “Grantor Subsidiary’s
      Guarantee.”


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    5.2 The
      obligations of the Borrower under this Note and of the Grantor Subsidiary under
      the Grantor Subsidiary Guarantee are secured under the terms of the Grantor
      Subsidiary’s Security Interest Agreement, as referred to in Section 4.2
      hereof.

    


    5.3 Subject
      to the terms of the Loan Agreement, no provision of this Note shall alter or
      impair the obligation of the Borrower, which is absolute and unconditional,
      to
      pay the principal of, and interest on, this Note at the time, place, and rate,
      and in the coin or currency, as herein prescribed. This Note is direct
      obligations of the Borrower.

    


    5.4 Any
      payments received by the Holder with respect to this Note or on account of
      any
      rights taken with respect to the Borrower’s Security Interest Provisions, the
      Grantor Subsidiary’s Guarantee, or the Grantor Subsidiary’s 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 (other
      than interest and principal on the Note) or to costs of collection, (ii) then,
      to accrued but unpaid interest on the Note, and (iii) then, to principal on
      the
      Note.

    


    ARTICLE
      VI

    


    MISCELLANEOUS

    


    6.1 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of the Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

     

    6.2 Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur.
      The
      addresses for such communications shall be: (i) if to the Borrower to:
      Millennium Biotechnologies, Inc., Attn: Frank Guarino, 665 Martinsville Road,
      Suite 219, Basking Ridge, NJ 07920, with a copy by telecopier only to: Silverman
      Sclar Shin & Byrne PLLC, Attn: Peter Silverman, Esq., telecopier: (212)
      779-8858; and (ii) if to the Holder, to the name, address and telecopy number
      set forth on the front page of this Note, with a copy by telecopier only to
      Samuel M. Krieger, Esq., Krieger & Prager, LLP, 39 Broadway, Suite 920, New
      York, New York 10006, telecopier number: (212) 363-2999.

    


    6.3 Amendment
      Provision.
      The
      term "Note" and all reference thereto, as used throughout this instrument,
      shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented. The Holder by acceptance
      hereof confirms such Holder’s agreement to the terms and conditions set forth
      herein.


    
      
        
        

      

      
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    6.4 Assignability.
      This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and assigns;
      provided, however, that by acceptance of this Note, Holder agrees that it may
      not and will not assign any portion of this Note to any competitor of Borrower
      that is engaged in the business of selling and/or distributing neutricuetical
      products. 

    


    6.5 Cost
      of Collection.
      If
      default is made in the payment of this Note, Borrower shall pay the Holder
      hereof reasonable costs of collection, including reasonable attorneys'
      fees.

    


    6.6 Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of New York, without regard to conflicts
      of laws
      principles that would result in the application of the substantive laws of
      another jurisdiction. Any
      action brought by either party against the other concerning the transactions
      contemplated by this Note shall be brought only in the state courts of New
      York
      or in the federal courts located in the state of New York. Both parties and
      the
      individual signing this Note on behalf of the Borrower agree to submit to the
      jurisdiction of such courts. The prevailing party shall be entitled to recover
      from the other party its reasonable attorney’s fees and costs. In the event that
      any provision of this Note is invalid or unenforceable under any applicable
      statute or rule of law, then such provision shall be deemed inoperative to
      the
      extent that it may conflict therewith and shall be deemed modified to conform
      with such statute or rule of law. Any such provision which may prove invalid
      or
      unenforceable under any law shall not affect the validity or unenforceability
      of
      any other provision of this Note. Nothing contained herein shall be deemed
      or
      operate to preclude the Holder from bringing suit or taking other legal action
      against the Borrower in any other jurisdiction to collect on the Borrower’s
      obligations to Holder, to realize on any collateral or any other security for
      such obligations, or to enforce a judgment or other court in favor of the
      Holder.

    


    6.7 Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum permitted by such law, any payments in excess
      of
      such maximum shall be credited against amounts owed by the Borrower to the
      Holder and thus refunded to the Borrower.

    


    6.8.  Construction.
      Each
      party acknowledges that its legal counsel participated in the preparation of
      this Note and, therefore, stipulates that the rule of construction that
      ambiguities are to be resolved against the drafting party shall not be applied
      in the interpretation of this Note to favor any party against
      the other.

    


    6.9 Shareholder
      Status.
      The
      Holder shall not have rights as a shareholder of the Borrower
      with
      respect to unconverted portions of this Note. However, the Holder will have
      the
      rights of a shareholder of the Borrower
      with
      respect to the Shares of Common Stock to be received after delivery by the
      Holder of a Conversion Notice to the Borrower.

    


    6.10 Remedies.
      This
      Note shall be deemed an unconditional obligation of the Borrower for the payment
      of money and, without limitation, to any other remedies available to Holder.
      This Note may be enforced against the Borrower by summary proceeding pursuant
      to
      N.Y. Civil Procedure Law and Rules Sect. 3213 or any similar rule or statute
      in
      the jurisdiction where enforcement is sought.


    
      
        
        

      

      
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    6.11 Non-Business
      Days.
      Whenever any payment to be made shall be due on a Saturday, Sunday or a public
      holiday under the laws of the State of New York, such payment may be due on
      the
      next succeeding business day and such next succeeding day shall be included
      in
      the calculation of the amount of accrued interest payable on such
      date.

    


    IN
      WITNESS WHEREOF,
      Borrower has caused this Note to be signed in its name by an authorized officer
      as of the 30th
      day of
      November, 2007.

    


    
      	MILLENNIUM
              BIOTECHNOLOGIES GROUP, INC.
	 	 
	
              By:
                

            	
              s/Frank
                Guarino

            
	 	
              Name:
                Frank Guarino

            
	 	
              Title:  
                CFO

            


    


    
      
        
        

      

      
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    NOTICE
      OF CONVERSION

    


    (To
      be
      executed by the Registered Holder in order to convert the Note)

    


    The
      undersigned hereby elects to convert $  
      of the
      principal and $  
      of the
      interest due on the Note issued by Millennium Biotechnologies Group, Inc. on
      November 30, 2007 into Shares of Common Stock. according to the conditions
      set
      forth in such Note, as of the date written below.

    


    
      	
              Date
                of Conversion:

            	 	 
	 	 	 
	
              Conversion
                Price:

            	 	 
	 	 	 
	
              Shares
                To

            	 	 
	
              Be
                Delivered: 

            	 	 
	 	 	 


    

    
      	
              Signature:

            	 	 
	 	 	 
	
              Print
                Name:

            	 	
            
	 	 	 
	
              Address:

            	 
	 	 
	 	 


    

    


    
      
        
        

      

      
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