Exhibit 10.6

                                   JERRY SWON
                              EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT (the "Agreement"),  dated as of April 1, 2001, by and
between Millennium Biotechnologies, Inc., a Delaware corporation ("Company") and
Jerry Swon ("Executive").

      WHEREAS,  Company  desires to employ  Executive as the President and Chief
Executive  Officer  of  Company,  and  Executive  desires to be so  employed  by
Company, on the terms and conditions herein provided.

      NOW,  THEREFORE,  in  consideration of the foregoing and of the respective
covenants and  agreements of the parties  herein  contained,  the parties hereto
agree as follows:

            1.  Employment.  During the term of this  Employment  Agreement,  as
defined in section 2 hereof (the "Term"),  Company shall employ  Executive,  and
Executive  shall  render  services to Company as President  and Chief  Executive
Officer of the Company.  Executive shall also be appointed to serve on the Board
of Directors during the Term. Executive shall have such duties as are consistent
with the positions of President and Chief  Executive  Officer.  Executive  shall
devote his best efforts to the  performance of his duties under this  Employment
Agreement and shall perform them  faithfully,  diligently and  competently.  The
Executive may engage in other business or investment  opportunities provided the
same do not conflict with the  Executive's  duties  hereunder or the business of
the Company. The Executive represents and warrants that neither the execution by
him of this Agreement nor the  performance by him of his duties and  obligations
hereunder  will  violate any  agreement to which he is a party or by which he is
bound.

            2. Term of Employment. Unless earlier terminated as provided in this
Employment Agreement,  the term of Executive's  employment under this Employment
Agreement (the "Term") shall commence on the date hereof (the "Effective  Date")
and continue until five years from the date hereof.

            3. Compensation.

                  (a) Base Salary. Company shall pay to Executive throughout the
Term an annual  salary  (the  "Base  Salary"),  payable in  accordance  with the
Company's customary  policies.  The Base Salary shall be at the rate of $150,000
per year for the first year of the Term;  $250,000  per year for the second year
of the Term; and $300,000 per year for the third through fifth year of the Term.
In the first year of the Term,  payment of up to 40% of the Base Salary shall be
deferred  until such time as the Company,  in its reasonable  judgment,  has the
financial resources to pay such deferred compensation.  The Company acknowledges
deferred compensation due to the Executive in the amount of $15,000 for services
rendered  in the  period of  November  10,  2000  through  March 30,  2001 which
deferred  compensation shall be paid at the same time as payment of the deferred
compensation referenced in the prior sentence.

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                  (b)  Discretionary  Bonus.  In  addition  to the Base  Salary,
Company shall pay to Executive a discretionary  bonus,  payable  annually during
each year of the term, at the sole and exclusive discretion of the Company.

            4. Benefits.

                  (1) General Fringe  Benefits.  Executive  shall be entitled to
participate  in the  life,  hospitalization,  health,  accident  and  disability
insurance  plans,  health  programs,   pension  plans,  and  other  benefit  and
compensation plans generally available to senior executives of Company from time
to time. In addition, commencing in the first calendar year in which the Company
achieves  annual  revenues in excess of  $5,000,000,  the  Company,  at its sole
expense,  shall provide Executive with life insurance  coverage (the beneficiary
to be designated by Executive) in an amount not less than $1,000,000.

                  (2)  Reimbursements.  Company shall pay or reimburse Executive
for all reasonable  expenses  actually  incurred or paid by Executive during the
Term in the  performance of Executive's  duties to Company upon  presentation by
Executive of expense statements or vouchers.

                  (3) Automobile.  Company shall pay Executive  $1,500 per month
as  full  reimbursement  for  any and  all  expenses  relating  to the use of an
automobile during the Term in the performance of Executive's  duties to Company,
including insurance, maintenance and garage.

                  (4) Vacation.  The Executive  shall be entitled to twenty five
(25) days  paid  vacation  each  year  during  the Term in  accordance  with the
applicable policies of the Company.

            5. Termination of Employment.

                  (a) Death.  Executive's  employment  shall  terminate upon his
death, and in such event, the estate or other legal  representative of Executive
shall be entitled to receive (A)  Executive's  Base Salary for a period equal to
the lesser of (i) one (1) year from the date of death or (ii) the balance of the
Term; (B) all compensation, Discretionary Bonus, and any Options which have been
granted to the Executive  (the vesting date of which shall  accelerate as of the
date of death) and benefits that are accrued and unpaid as of the date of death.

                  (b)  Termination  by Company.  Executive's  employment  may be
terminated  at the option of Company by notice to  Executive  (i) as a result of
Executive's disability as provided n section 5(b)(i) hereof, or (ii) for "cause"
as defined and provided in section 5(b)(ii) hereof.

                        (i) Disability.  As used in this  Employment  Agreement,
      the term  "disability"  shall  mean a  physical  or mental  disability  or
      incapacity, whether total or partial, of Executive that, in the good faith
      determination  of Company's  Directors or based upon reasonably  competent
      medical advice, has prevented him from performing substantially all of his
      duties  under  this  Employment  Agreement  during a period  of three  (3)
      consecutive  months or for 120 days  during any twelve  month  period.  If
      Company shall terminate

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<PAGE>

      Executive's  employment pursuant to this section 5(b),  Executive shall be
      entitled  to  continue  to receive his Base Salary for a period of one (1)
      year from the date of  termination  (but not  exceeding the balance of the
      Term), as well as (A) all compensation,  Discretionary  Bonus and benefits
      that are  accrued  and  unpaid as of the date of  disability;  and (B) any
      Options  which have been  granted to the  Executive,  the vesting  date of
      which shall accelerate as of the date of termination.

                        (ii)  Discharge  for "Cause".  If Executive (A) neglects
      his duties  hereunder in a material  manner and such neglect  shall not be
      discontinued  within  five (5)  business  days  after  written  notice  to
      Executive  thereof;  (B) is convicted of a felony or other crime involving
      fraud,  moral  turpitude or material loss to the Company;  (C)  materially
      breaches his affirmative or negative  covenants or undertakings  hereunder
      and such breach shall not be remedied  within five (5) business days after
      written notice to Executive thereof; or (D) in bad faith,  commits any act
      or omits to take any action,  to the material  detriment of hereunder  for
      "cause";  and Executive shall have no right to receive any compensation or
      benefit from Company  hereunder  on and after the  effective  date of such
      notice, except for compensation, Discretionary Bonus and benefits that are
      accrued and unpaid as of the date of termination.

                  (c)  Termination  by Executive for "Good Reason or termination
by the Company without Cause". In the event of: (i) a reduction in the nature or
scope of Executive's titles,  authorities,  powers,  duties, or responsibilities
hereunder; (ii) a change in the method or formula for determining the Bonus from
that set forth in section 3(b) or 3(c) hereof which results in a decrease in the
amount of the Bonus  payable to the Executive  thereunder;  (iii) the removal of
Executive as a member of the Board of Directors of Company,  unless such removal
occurs after the termination of Executive's  employment for "cause"; (iv) a sale
of all or substantially all of the ownership interests or assets of Company, (v)
a merger or consolidation of the Company with any other corporation or entity in
which  the  shareholders  of the  Company  own less than 51% of the stock of the
controlling or surviving entity following such merger or  consolidation;  (vi) a
"change-in-control"  of the Company,  defined as any person or entity becoming a
"beneficial  owner" (as defined in Rule 13d-3 of the Securities  Exchange Act of
1934, as amended from time to time)  directly or indirectly of securities of the
Company  representing  50% or more of the combined voting power of the Company's
then  outstanding  securities;  or  (vii)  Company's  materially  breaching  its
affirmative  or negative  covenants or  undertakings  hereunder  and such breach
shall not be remedied  within fifteen (15) days after notice to Company  thereof
(which  notice  shall be signed by Executive  and refer to a specific  breach of
this Employment  Agreement);  then Executive may at any time by notice terminate
Executive's  employment  hereunder  for  "good  reason".  In the  event  of such
termination  or in  the  event  the  Company  shall  terminate  the  Executive's
employment without cause, the Company shall pay to Executive (A) his Base Salary
through the date of termination,  (B) Discretionary  Bonus and benefits that are
accrued and unpaid as of the date of  termination;  (C) the  additional  amounts
described  in section  5(e)(iii)  hereof;  and (D) any  Options  which have been
granted to the Executive,  the vesting date of which shall  accelerate as of the
date of termination.

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<PAGE>

                  (d)  Expiration of Term.  Upon the expiration of the Term, and
provided  that  (i)  neither   Executive  nor  Company  shall  have   terminated
Executive's  employment  hereunder  prior  thereto,  (ii)  Executive  shall have
observed and performed all of his material duties and obligations hereunder, and
shall  not  have  been  in  default  of  any  of his  agreements,  covenants  or
representations  hereunder,  in both  instances  throughout  the Term, and (iii)
Executive's  employment  with Company shall not  thereafter  be continued,  then
Company shall pay to Executive the amounts described in section 5(e)(i) and (ii)
hereof.

                  (e) Termination Benefits.

                        (i) Upon the  expiration of the Term or the  termination
      of  Executive's  employment  for any  reason  hereunder,  the  rights  and
      benefits of Executive under Company's  employee benefit plans and programs
      shall be determined in  accordance  with the  provisions of such plans and
      programs.

                        (ii) Upon the expiration of the Term,  Company shall pay
      to  Executive,  in addition to any and all amounts  which may otherwise be
      due to Executive  hereunder,  an amount equal to one (1) times Executive's
      then Base Salary,  payable in equal monthly installments,  on the first of
      each month, during the Non-Compete Period.


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<PAGE>

                        (iii) Upon the  termination  of  Executive's  employment
      during the Term by Company other than for "cause" or "disability", or upon
      the termination of Executive's employment by Executive with "good reason",
      Company shall pay to  Executive,  in addition to any and all amounts which
      may  otherwise be due to Executive  hereunder,  an amount equal to two and
      one half (2.5) times Executive's then Base Salary,  payable in full within
      thirty (30) days of the date of termination.

            6. Prohibited Activities.

                  (a)  Non-Compete  Period.  For the purposes of this Employment
Agreement, the term "Non-Compete Period" shall mean the Term, and if Executive's
employment  is  terminated  by Company for "cause",  by Executive  without "good
reason",  or so long as Company pays Executive the termination benefit specified
in paragraph 5(e)(ii) above, an additional period of one (1) year from and after
the date of termination.

                  (b) Non-competition.  During the Non-Compete Period, Executive
shall not directly or indirectly compete with, be engaged in the business of, be
employed by, act as a consultant to, or be a director,  officer, employee, owner
or partner of, any person or entity which is engaged in the primary  business of
the  Company at such time and in the  territories  served by the Company in such
business during the Non-Compete Period.

                  (c) Solicitation of Employees.  During the Non-Compete Period,
Executive shall not directly or indirectly employ, or solicit to leave Company's
employ, or solicit to join the employ of another person or entity (including any
such person or entity owned or controlled, directly or indirectly, by Executive)
any  employee of Company or any person who has been such an employee  during the
twelve months preceding Executive's date of termination.

                  (d)  Confidential   Information.   During  and  at  all  times
subsequent  to the Term,  Executive  shall keep  secret and shall not exploit or
disclose or make  accessible to any person or entity,  except in  furtherance of
the business of Company,  and except as may be required by law or legal process,
any confidential business information of any type that was acquired or developed
by either Company or any of its subsidiaries or affiliates, or Executive,  prior
to or during the Term. In addition, the term "confidential business information"
shall not include  information  which is or becomes  generally  available to the
public other than as a result of a disclosure by Executive;  or was available to
Executive prior to any employment by Company as a result of his general business
experience.

                  (e) Divisibility.  The provisions  contained in this section 6
as to the  time  period  and  scope of  activities  restricted  shall be  deemed
divisible,  so that if any provision  contained in this section is determined to
be invalid or unenforceable, that provision shall be deemed modified so as to be
valid and enforceable to the full extent lawfully permitted.

                  (f) Relief. Executive acknowledges that the provisions of this
section are  reasonable  and  necessary  for the  protection of Company and that
Company  will be  irreparably

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<PAGE>

damaged if such  covenants are not  specifically  enforced.  Accordingly,  it is
agreed that  Company  will be entitled to  injunctive  relief for the purpose of
restraining  Executive  from  violating  such  covenants  (and no bond or  other
security  shall be required in connection  therewith),  in addition to any other
relief to which Company may be entitled.

            7. Work for Hire.

                  Any and all formulations,  devices,  materials,  technology or
other inventions  (collectively  "Inventions") made, developed or created by the
Executive  (whether at the request or  suggestion  of the Company or  otherwise,
whether alone or in conjunction with others, and whether during regular hours of
work or otherwise)  during the Term, will be promptly and fully disclosed by the
Executive  to the Company and shall be the  Company's  exclusive  property.  The
Executive  will promptly  deliver to the Company all papers,  drawings,  models,
data and other material relating to any Invention made,  developed or created by
him as aforesaid.  The Executive  acknowledges  that any  Inventions  developed,
made,  or created by the  Executive  during the Term shall be deemed  "Works for
Hire" and that the Company shall have the exclusive  right to copyright,  patent
or otherwise protect such Inventions.  The Executive  further  acknowledges that
any  contribution  made by the Executive  prior to the  commencement of the Term
with respect to the  formulation of  Resurgex(TM) or any other product which the
Company may  hereinafter  produce shall be deemed to be  Inventions  created and
developed during the Term as a work for hire on behalf of the Company.

                  Executive  agrees  to assign to the  Company  its  successors,
legal representatives and assigns all rights, including patent rights, in and to
any such  Inventions  and further  agrees to  cooperate  with the Company if the
Company pursues patent protection for such Inventions. Specifically, and without
limitation,  Executive  agrees to  communicate to the Company any facts known to
the Executive  respecting said Invention,  to sign all lawful papers, to execute
all divisional,  continuing and reissue  applications,  to make all declarations
and to generally do  everything  possible to assist the Company to obtain and to
enforce patent rights for said Invention in the United States and abroad.

            8. Miscellaneous.

                  (a) Survival.  The covenants and  agreements set forth in this
Employment  Agreement  shall  survive  Executive's  termination  of  employment,
irrespective of any investigation made by or on behalf of any party.

                  (b)  Headings.   The  section   headings  of  this  Employment
Agreement are for  reference  purposes only and are to be given no effect in the
construction or interpretation of this Employment Agreement.

                  (c)  Assignment.   This  Employment  Agreement  shall  not  be
assignable by Executive without the prior written consent of Company,  and shall
inure  to  the  benefit  of  and  be  binding  upon   Executive  and  his  legal
representatives.

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<PAGE>

                  (d) Territory.  Executive shall not be required to relocate or
render services  hereunder in any geographic area beyond a radius of thirty-five
(35) miles from Greenwich,  Connecticut; provided however, that Executive may be
required  to  travel  for  business  purposes  from  time to  time,  subject  to
Executive's reasonable approval.

                  (e) Governing Law. This Employment Agreement shall be governed
by and construed in accordance  with the law of the State of New York applicable
to agreements made and to be performed in that State,  without  reference to its
principles of conflicts of law.

                  (f) Arbitration;  Consent to Jurisdiction.  Any controversy or
claim arising out of or relating to this Employment Agreement including, without
limitation,  the  interpretation  or the  breach  thereof,  shall be  settled by
arbitration  in the City,  County and State of New York in  accordance  with the
Commercial  Arbitration  Rules  of the  American  Arbitration  Association  then
obtaining,  and  judgment  upon the  award  rendered  by a panel  of  three  (3)
Arbitrators   may  be  entered  in  any  court  having   jurisdiction   thereof.
Notwithstanding the foregoing,  this agreement to arbitrate shall not bar either
party  from  seeking  temporary  or  provisional  remedies  in any Court  having
jurisdiction  thereof.  Company and Executive  hereby  consent and submit to the
personal  jurisdiction  of the United  States  District  Court for the  Southern
District  of New York and any New York  State  court of  competent  jurisdiction
located in New York County,  New York in any suit,  action or proceeding  (other
than as  provided  in the first  sentence  of this  section)  arising  out of or
relating to this Employment Agreement.

                  (g)  Notices.  All  notices,   requests,   demands  and  other
communications (collectively, "Notices") that are required or may be given under
this  Employment  Agreement,  shall be in  writing,  signed  by the party or the
attorney for that party.  All Notices  shall,  except as otherwise  specifically
provided  herein to the contrary,  be deemed to have been duly given or made: if
by  hand,  immediately  upon  delivery;  if by  telecopier  or  similar  device,
immediately  upon sending,  provided notice is sent on a business day during the
hours of 9:00 a.m. and 6:00 p.m.  E.S.T.,  but if not, then immediately upon the
beginning  of the first  business day after being sent;  if by Federal  Express,
Express Mail or any other overnight delivery service, one day after being placed
in the exclusive custody and control of said courier; and if mailed by certified
mail,  return  receipt  requested,  five (5) business  days after  mailing.  All
notices are to be given or made to the parties at the following addresses (or to
such other address as either party may  designate by notice in  accordance  with
the provisions of this section):


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            If to Company at:

                  Millennium Biotechnologies, Inc.
                  One Anderson Hill Road, Suite 103
                  Bernardsville, NJ 07924
                  Telephone: 908-630-8700
                  Facsimile: 908-630-0653

            with a copy to:

                  Silverman, Chernis, Shin & Byrne, P.C.
                  381 Park Avenue South, Suite 1601
                  New York, New York  10016
                  Telephone:  (212) 779-8600
                  Facsimile:  (212) 779-8858

            If to Executive at:

                  Jerry T. Swon
                  5 Kerby Lane
                  Mendham, NJ 07945

                  (a)  Enforceability.  If  any  provision  of  this  Employment
Agreement is invalid or unenforceable,  the balance of this Employment Agreement
shall remain in effect,  and if any provision is  inapplicable  to any person or
circumstance,  it shall nevertheless  remain applicable to all other persons and
circumstances.

                  (b)  Waiver.  The  failure  of  a  party  to  this  Employment
Agreement  to insist on any occasion  upon strict  adherence to any term of this
Employment  Agreement  shall not be  considered  to be a waiver or deprive  that
party of the right  thereafter  to insist upon strict  adherence to that term or
any other term of this Employment Agreement. Any waiver must be in writing.

                  (c) Complete Agreement.  This Employment  Agreement supersedes
any prior or contemporaneous  agreements between the parties with respect to its
subject matter,  is intended as a complete and exclusive  statement of the terms
of the  agreement  between the parties with respect to its subject  matter,  and
cannot be changed or terminated orally.  Specifically,  and not in limitation of
the  foregoing,  the Executive  and the Company  agree that the Mandatory  Bonus
supercedes any prior agreement and/or understanding  between the Company and the
Executive with respect to the payment of royalties,  fees or other  compensation
in connection with the sale of the Company's products.


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            IN WITNESS  WHEREOF,  the  parties  have  executed  this  Employment
Agreement as of the date first above written.

                                       MILLENNIUM BIOTECHNOLOGIES, INC.

                                       By:______________________________________

                                       Its:_____________________________________

                                       /s/ Jerry Swon
                                       -----------------------------------------
                                       Jerry T. Swon
                                       Executive


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