Exhibit 10.4

                        ROYALTY AND INVESTMENT AGREEMENT
                        MILLENNIUM BIOTECHNOLOGIES, INC.

      This Investment Agreement (this "Agreement") is entered into as of January
11, 2001 by and between Millennium Biotechnologies, Inc., a Delaware corporation
(the "Company") and Jane Swon (the "Investor").

                                    RECITALS

      WHEREAS,  the Company is a recently formed  development  stage  enterprise
which expects to develop,  produce and market  nutraceutical  supplements  which
compliment traditional therapeutic treatment of infectious diseases;

      WHEREAS,  the  Investor for an  aggregate  purchase  price of $25,000 (the
"Securities  Purchase  Price")  has agreed to purchase  3,000,000  shares of the
Company's  common stock,  $.00001 par value,  and 800,000 five year common stock
purchase warrants exercisable at $.50 per share;

      WHEREAS,  in  consideration  of an additional  investment in the amount of
$25,000 (the "Royalty Investment") the Company has agreed to pay to the Investor
a perpetual royalty based upon sales of the Company's products.

                                    AGREEMENT

      NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

      Section 1.  Issuance  of Shares and  Warrants.  The  Company  shall,  upon
execution of this Agreement and receipt of the Securities  Purchase Price, issue
to the Investor  (i)  3,000,000  shares of common  stock  $.00001 par value (the
"Shares")  which Shares shall be fully paid and non  assessable and (ii) 800,000
five year common  stock  purchase  warrants  with an exercise  price of $.50 per
share (the "Warrants"). The Shares and the Warrants are collectively referred to
herein as the "Securities".

      Section 2.  Royalty.  In  consideration  of the  Royalty  Investment,  the
Company shall pay to the Investor,  a royalty  ("Royalty")  which shall be based
upon  (a) sale of the  Company's  initial  product  offering  under  the name of
Resurgex(TM)  which  Royalty shall equal the product of .033 and the gross sales
of Resurgex(TM) (net of discounts and returns) in each calendar quarter; and (b)
sale of any additional  products  ("Additional  Products") for which the Royalty
shall equal the product of .033 and gross profit  ("Gross  Profit") from sale of
Additional  Products  in  each  calendar  quarter.  Gross  Profit  from  sale of
Additional  Products  shall mean the gross sales (net of

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discounts and returns)  less the direct cost of  production  of such  Additional
Products.  Direct cost of  production  shall mean the cost to the Company of raw
materials,  labor,  shipping  and  packaging.  For purposes of  calculating  the
Royalty,  a sale of Resurgex(TM) or Additional  Products of the Company shall be
deemed to have been  consummated upon receipt of payment  therefor.  The Royalty
shall be payable within thirty days  following the end of each calendar  quarter
with respect to the sales completed during such calendar quarter.  The Company's
obligation to pay the Royalty shall be perpetual. In the event the Company shall
enter into a joint venture,  partnership  or other form of  arrangement  for the
manufacture, sale or marketing of Resurgex(TM) or the Additional Products, or in
the event the Company shall license or sell any rights to any such products, the
Company shall remain liable to the Investor for the payment of the Royalty based
upon the gross sales price of  Resurgex(TM)  or the Gross  Profit of  Additional
Products  received  by any  such  licensee,  joint  venture,  partner  or  other
successor to the Company.

      Section 3.  Representations  and  Warranties  of the Company.  The Company
represents and warrants to the Investor as follows:

            (a)  Organization  and  Standing.The  Company is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.  The  Company is  qualified  as a foreign  corporation  and is in good
standing in each jurisdiction in which the conduct of its business or the assets
and properties owned or leased by it require such qualification.

            (b)  Authorization.  The Company is fully authorized to execute this
Agreement, and to complete the transactions  contemplated herein. This Agreement
constitutes the valid and binding  obligation of the Company  enforceable by the
Investor against the Company in accordance with its terms.

            (c) Binding  Agreement.  This  Agreement  has been duly executed and
delivered and constitutes a legal, valid and binding  obligation  enforceable in
accordance with its terms.

            (d) No Conflicts.  The execution and delivery of this  Agreement and
the issuance of the Securities to the Investor as  contemplated  hereby will not
(i)  require  any  consent  authorization  or  approval  of or  filing  with any
governmental  entity or third party,  or (ii) result in any  violation of, be in
conflict  with or  constitute  a default  under,  the  charter or by-laws of the
Company  or  any  law,  statute,  regulation,  ordinance,  contract,  agreement,
instrument,  judgment,  decree  or order to which the  Company  is a party or by
which the Company is bound.

            (e) Compliance with Securities Laws.  Subject to the accuracy of the
representations  and  warranties of the Investor  contained in Section 3 hereof,
the  issuance of the  Securities  to the  Investor  hereunder is exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933,
as amended (the "1933 Act"),  and any applicable  state  securities and blue sky
laws.

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      Section 4.  Representations  and Warranties of the Investor.  The Investor
hereby represents and warrants to the Company as follows:

            (a)  Review  of  Agreement.  THE  INVESTOR  HAS READ  CAREFULLY  AND
UNDERSTANDS  THIS  AGREEMENT  AND HAS  CONSULTED  THE  INVESTOR'S  OWN ATTORNEY,
ACCOUNTANT OR  INVESTMENT  ADVISER WITH RESPECT TO THE  INVESTMENT  CONTEMPLATED
HEREBY AND ITS SUITABILITY FOR THE INVESTOR.

            (b)  Long-Term   Investment.   The  Investor  understands  that  the
Securities have not been registered under the 1933 Act and, therefore, cannot be
resold  unless  they are  subsequently  registered  under the 1933 Act or unless
exemption from such  registration  is available;  that the Investor is obtaining
the  Securities  for  investment  for the account of the Investor and not with a
view toward resale or other distribution  thereof,  that the Investor agrees not
to resell or otherwise dispose of all or any part of the Securities  acquired by
the Investor  except as permitted by law,  including,  without  limitation,  any
regulations  under the 1933 Act; that the Company does not have any intention of
registering  the Securities  under the 1933 Act or of supplying the  information
which may be necessary to enable the Investor to sell any  Securities;  and that
Rule 144 under the 1933 Act may not be available as a basis for  exemption  from
registration of any Securities  thereunder  until at least one (1) year from the
date of acquisition of the Securities.

      Section 5.  Piggy Back  Registration  Rights.  If the  Company at any time
during the  exercise  period of the  Warrants  proposes to  register  any of its
common stock (a "Registration") under the Securities Act (other than pursuant to
a registration statement on Form S-4 or Form S-8 or any successor forms thereto,
in  connection  with an offer  made  solely  to  existing  Security  holders  or
employees of the Company), for sale to the public in a Public Offering, it will,
on each  such  occasion,  give  prompt  written  notice to the  Investor  of its
intention do do so. Upon the written  request of the Investor to  include-either
the Shares, the shares underlying execution of the Warrant or if the Warrant has
been  previously   exercised,   the  shares   delivered  to  the  Investor  (the
"Registrable Securities") under such registration statement (which request shall
be made within  fifteen (15)  Business Days after the receipt of any such notice
and shall specify the Registrable  Securities  intended to be disposed of by the
Investor),   the  Company  will  effect  the  registration  of  the  Registrable
Securities as part of the Registration.

      Section 6. Restrictions on Transfer.

            Legends.   The  Investor   hereby   agrees  that  each   outstanding
certificate  representing  the  Securities  acquired  hereunder  shall  bear the
following legend:

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  AND  MAY  NOT  BE  OFFERED,  SOLD,  PLEDGED,
HYPOTHECATED,  ASSIGNED OR  TRANSFERRED  EXCEPT (i)  PURSUANT TO A  REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT WHICH HAS BECOME  EFFECTIVE AND IS CURRENT
WITH

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RESPECT TO THESE  SECURITIES,  OR (ii)  PURSUANT  TO A SPECIFIC  EXEMPTION  FROM
REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING
OBTAINED THE WRITTEN  OPINION OF COUNSEL TO THE  CORPORATION,  OR OTHER  COUNSEL
REASONABLY  ACCEPTABLE  TO THE  CORPORATION,  THAT THE PROPOSED  DISPOSITION  IS
CONSISTENT  WITH ALL APPLICABLE  PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY
APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAW.

      Section 7. Miscellaneous.

            (a) This  Agreement is governed by and construed in accordance  with
the  internal  laws of the State of New York  (excluding  its  conflicts of laws
principles).

            (b) The representations  and warranties  contained in this Agreement
shall survive the execution, delivery and performance of this Agreement.

            (c) This  Agreement  or any term hereof may not be amended or waived
except with the written consent of the Company and the Investor.

            (d)   Unless   otherwise    specifically    provided   herein,   all
communications  under this Agreement  shall be in writing and shall be deemed to
have been duly  given (i) on the date of  service  if served  personally  on the
party to whom notice is to be given,  (ii) on the day of transmission if sent by
facsimile transmission to the number given below, and telephonic confirmation of
receipt is obtained promptly after completion of transmission,  (iii) on the day
after delivery to Federal Express or similar overnight  courier,  or (iv) on the
fifth day after  mailing,  if mailed to the party to whom notice is to be given,
by first class mail,  registered or  certified,  postage  prepaid,  and properly
addressed, return receipt requested, to the party as follows:

            If to the Company:  Millennium Biotechnologies, Inc.
                                One Anderson Hill Road, Suite 103
                                Bernardsville, N J 07924

            If to the Investor: Jane Swon
                                5 Kerby Lane
                                Mendham, NJ 07945

            (e) This Agreement may be executed in two (2) or more  counterparts,
and with counterpart signature pages, each of which shall be deemed an original,
and all of  such  counterparts  together  constitute  but  one (1) and the  same
agreement.  One (1) or more  counterparts may be delivered by facsimile with the
same force and effect as an original.

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      IN WITNESS WHEREOF, the parties have executed this Investment Agreement as
of the date set forth above.

                                       MILLENNIUM BIOTECHNOLOGIES, INC.

                                       By: /s/ Jerry Swon
                                       --------------------------------------
                                       Name:  Jerry Swon
                                       Title: President

                                       /s/ Jane Swon
                                       --------------------------------------
                                       Jane Swon