Exhibit 10.7

                                  BRUCE DEICHL
                              EMPLOYMENT AGREEMENT

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

      WHEREAS,  Company  desires  to employ  Executive  as the  Chief  Operating
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 Chief  Operating  Officer of the
Company.  Executive shall also be appointed to serve as Chairman of the Board of
Directors  during the Term.  Executive  shall have such duties as are consistent
with the position of Chief  Operating  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 $30,000 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.

                  (b)  Discretionary  Bonus.  In  addition  to the Base  Salary,
Company shall

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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  in 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


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<PAGE>

      months or for 120 days during any twelve month  period.  If Company  shall
      terminate 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 Company;  then
      Company  may  at any  time  by  notice  terminate  Executive's  employment
      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.

                        (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


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<PAGE>

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 (i) is or becomes generally available to the
public  other  than as a  result  of a  disclosure  by  Executive;  or (ii)  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  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


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<PAGE>

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.

                  (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.


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<PAGE>

                  (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):

            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:

                  Bruce Deichl
                  30 Milito Way
                  Baskin Ridge, NJ 07920

                  (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


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<PAGE>

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.

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

                                       MILLENNIUM BIOTECHNOLOGIES, INC.

                                       By: /s/
                                       -----------------------------------------

                                       Its:_____________________________________

                                       /s/ Bruce Deichl
                                       -----------------------------------------
                                       Bruce Deichl
                                       Executive


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