Exhibit 4.2

            CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF
                      SERIES F CONVERTIBLE PREFERRED STOCK
                                       OF
                     MILLENNIUM BIOTECHNOLOGIES GROUP, INC.
                             a Delaware corporation

                                 ---------------

      Millennium Biotechnologies Group, Inc., a Delaware corporation (the
"Corporation"), in accordance with the provisions of Section 103 of the Delaware
General Corporation Law (the "DGCL") does hereby certify that, in accordance
with Sections 141(f) and 151 of the DGCL, the following resolution was duly
adopted by the Board of Directors of the Corporation as of August __, 2006:

      RESOLVED, that the Board of Directors of the Corporation pursuant to
authority expressly vesting in it by the provisions of the Certificate of
Incorporation of the Corporation, hereby authorizes the issuance of a series of
Preferred Stock designated as the Series F Convertible Preferred Stock, par
value $1.00 per share, of the Corporation and hereby fixes the designation,
number of shares, powers, preferences, rights, qualifications, limitations and
restrictions thereof (in addition to any provisions set forth in the Certificate
of Incorporation of the Corporation which are applicable to the Preferred Stock
of all classes and series) as follows:

                      SERIES F CONVERTIBLE PREFERRED STOCK

      1. Designation, Amount and Par Value. The series of preferred stock shall
be designated as the Corporation's Series F Convertible Preferred Stock (the
"Series F Preferred Stock"), and the number of shares so designated shall be
100. Each share of Series F Preferred Stock shall have a par value of $1.00 per
share and a stated value equal to $1 (the "Stated Value").

      2. Definitions. In addition to the terms defined elsewhere in this
Certificate of Designations, (a) the terms set forth in Exhibit A hereto have
the meanings indicated therein, and (b) the following terms have the meanings
indicated:

            "Conversion Price" means $1, as adjusted pursuant to this
      Certificate of Designations.

            "Equity Conditions" means, with respect to a specified issuance of
      Common Stock, that each of the following conditions is satisfied: (i) the
      number of authorized but unissued and otherwise unreserved shares of
      Common Stock is sufficient for such issuance; (ii) such shares of Common
      Stock are registered for resale by the Holders and may be sold by the
      Holders pursuant to an effective Underlying Shares Registration Statement
      or all such shares may be sold without volume restrictions pursuant to
      Rule 144(k) under the Securities Act; (iii) the Common Stock is listed or
      quoted (and is not suspended from trading) on an Eligible Market and such
      shares of Common Stock are approved for listing upon issuance; (iv) such
      issuance would be permitted in full without violating Section 17 hereof or
      the rules or regulations of any Trading Market; (v) no Bankruptcy Event
      has occurred; (vi) the Corporation is not in default with respect to any
      material obligation hereunder or under any other Transaction Document; and
      (vii) none of the following events have occurred and are continuing (A) an
      event constituting a Triggering Event or (B) an event that with the
      passage of time and without being cured would constitute a Triggering
      Event other than a pending, proposed or intended Change of Control.

<PAGE>

            "Holder" means any holder of Series F Preferred Stock.

            "Junior Securities" means the Common Stock and all other equity or
      equity equivalent securities of the Corporation, including, without
      limitation, the Corporation's Series A Preferred Stock, Series B
      Convertible Preferred Stock, Series C Cumulative Preferred Stock, and
      Series D Preferred Stock.

            "Original Issue Date" means, with respect to any share of Series F
      Preferred Stock, the date of the first issuance of such shares of the
      Series F Preferred Stock regardless of the number of transfers of any
      particular shares of Series F Preferred Stock and regardless of the number
      of certificates that may be issued to evidence such Series F Preferred
      Stock.

            "Purchase Agreement" means the Securities Purchase Agreement, dated
      as of August 16, 2006, among the Corporation and the original purchasers
      of the Series F Preferred Stock.

      3. Dividends. No dividends shall be payable on the Series F Preferred
Stock.

      4. Registration of Series F Preferred Stock. The Corporation shall
register shares of the Series F Preferred Stock, upon records to be maintained
by the Corporation for that purpose (the "Series F Preferred Stock Register"),
in the name of the record Holders thereof from time to time. The Corporation may
deem and treat the registered Holder of shares of Series F Preferred Stock as
the absolute owner thereof for the purpose of any conversion hereof or any
distribution to such Holder, and for all other purposes, absent actual notice to
the contrary.

      5. Registration of Transfers. The Corporation shall register the transfer
of any shares of Series F Preferred Stock in the Series F Preferred Stock
Register, upon surrender of certificates evidencing such Shares to the
Corporation at its address specified herein. Upon any such registration or
transfer, a new certificate evidencing the shares of Series F Preferred Stock so
transferred shall be issued to the transferee and a new certificate evidencing
the remaining portion of the shares not so transferred, if any, shall be issued
to the transferring Holder.

      6. Liquidation.

            (a) In the event of any liquidation, dissolution or winding up of
the Corporation, either voluntary or involuntary (a "Liquidation Event"), the
Holders of Series F Preferred Stock shall be entitled to receive, prior and in
preference to any distribution of any of the assets or surplus funds of the
Corporation to the holders of Junior Securities by reason of their ownership
thereof, an amount per share in cash equal to the Stated Value for each share of
Series F Preferred Stock then held by them (as adjusted for any stock split,
stock dividend, stock combination or other similar transactions with respect to
the Series F Preferred Stock), plus all accrued but unpaid dividends on such
Series F Preferred Stock as of the date of such event (the "Series F Stock
Liquidation Preference"). If, upon the occurrence of a Liquidation Event, the
assets and funds thus distributed among the holders of the Series F Preferred
Stock shall be insufficient to permit the payment to such Holders of the full
Series F Stock Liquidation Preference, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed ratably
among the Holders of the Series F Preferred Stock in proportion to the aggregate
Series F Stock Liquidation Preference that would otherwise be payable to each of
such Holders. The purchase or redemption by the Corporation of stock of any
class, in any manner permitted by law, shall not, for the purposes of this
Certificate of Designations, be deemed to be a Liquidation Event. Neither the
consolidation or merger of the Corporation with or into any other Person, nor
the sale or transfer by the Corporation of less than substantially all of its
assets shall, for the purposes of this Certificate of Designations, be deemed to
be a Liquidation Event.


                                       2

<PAGE>

            (b) The Lead Investor shall have the right to elect to treat the
following events as a Liquidation Event (a "Deemed Liquidation Event") of the
Corporation for purposes of this Section:

                  (i) a merger, consolidation, recapitalization, reorganization
            or other similar transaction in which:

                        (1) the Corporation is a constituent party or

                        (2) a subsidiary of the Corporation is a constituent
                        party and the Corporation issues shares of its capital
                        stock pursuant to such merger or consolidation,

            except any such merger, consolidation, recapitalization,
            reorganization or other similar transaction involving the
            Corporation or a subsidiary in which the holders of capital stock of
            the Corporation immediately prior to such merger or consolidation
            continue to hold immediately following such merger or consolidation,
            recapitalization, reorganization or other similar transaction, at
            least 51%, by voting power and economic interest, of the capital
            stock of (1) the surviving or resulting corporation or (2) if the
            surviving or resulting corporation is a wholly owned subsidiary of
            another corporation immediately following such merger or
            consolidation, the parent corporation of such surviving or resulting
            corporation; or

                  (ii) the sale, in a single transaction or series of related
            transactions, by the Corporation of all or substantially all the
            assets of the Corporation (except where such sale is to a wholly
            owned subsidiary of the Corporation and except the sale of
            substantially all of the assets of Millennium Biotechnologies, Inc.
            pursuant to the Aisling Closing.


                                       3

<PAGE>

            (c) The Corporation shall not effect any transaction constituting a
Deemed Liquidation Event pursuant to Section 6(b)(i) above unless (A) the
agreement or plan of merger or consolidation provides that the consideration
payable to the stockholders of the Corporation shall be allocated among the
holders of capital stock of the Corporation in accordance with Section 6(a)
above or (B) the holders of at least a majority of the then-outstanding shares
of Series F Preferred Stock and specifically consent in writing to the
allocation of such consideration in a manner different from that provided in
Section 6(a) above.

            (d) In the event of a Deemed Liquidation Event pursuant to Section
6(b)(ii) above, the Corporation shall use its reasonable best efforts to
distribute to each Holder of Series F Preferred Stock, in respect of each share
of Series F Preferred Stock held by such Holder, the Series F Stock Liquidation
Preference within ten Trading Days of the consummation of such Deemed
Liquidation Event. If such distribution has not occurred, then (A) the
Corporation shall deliver a written notice to each of the holders of Series F
Preferred Stock no later than fifteen Trading Days after the Deemed Liquidation
Event advising such holders of their right (and the requirements to be met to
secure such right) pursuant to the terms of the following clause (B) to require
the redemption of such shares of Series F Preferred Stock, and (B) if the
holders of at least a majority of the then-outstanding shares of Series F
Preferred Stock so request in a written instrument delivered to the Corporation
(a "Required Distribution Notice") not later than thirty Trading Days after such
Deemed Liquidation Event (which period shall be extended by any period of
noncompliance of the Corporation with clause (A) above), the Corporation shall
use the consideration received by the Corporation, directly or indirectly, as a
result of such Deemed Liquidation Event (net of any liabilities associated with
the assets sold or technology licensed, as determined in good faith by the
members of the Board of Directors of the Corporation), to the extent legally
available therefor (the "Net Proceeds"), to redeem, on a date not later than
forty-five Trading Days after such Deemed Liquidation Event (the "Liquidation
Redemption Date"), all outstanding shares of Series F Preferred Stock at a price
per share equal to the Series F Stock Liquidation Preference. In the event of a
redemption pursuant to the preceding sentence, if the Net Proceeds are not
sufficient to redeem all outstanding shares of Series F Preferred Stock, the
Corporation shall redeem a pro rata portion of each Holder's shares of Series F
Preferred Stock. In no event shall a Holder of Series F Preferred Stock receive
more than such Holder would receive if all Holders of Series F Preferred Stock
gave a Required Distribution Notice. Prior to the distribution or redemption
provided for in this Section 6(d), the Corporation shall not expend or dissipate
the consideration received for such Deemed Liquidation Event, except to
discharge expenses incurred in the ordinary course of business.

            (e) In the event of a Liquidation Event, following completion of the
distributions required by Section 6(a), if assets or surplus funds remain in the
Corporation, the holders of the Junior Securities shall share ratably in all
remaining assets of the Corporation, based on the number of shares of Common
Stock then outstanding.

            (f) The Corporation shall provide written notice of any Liquidation
Event to each record Holder not less than 45 days prior to the payment date or
effective date thereof, provided that such information shall be made known to
the public prior to or in conjunction with such notice being provided to the
Holders.


                                       4

<PAGE>

      7. Conversion at Option of Holder. At the option of any Holder, any Series
F Preferred Stock held by such Holder may be converted into Common Stock based
on the Conversion Price then in effect for such Series F Preferred Stock. A
Holder may convert Series F Preferred Stock into Common Stock pursuant to this
paragraph at any time and from time to time after the Original Issue Date, by
delivering to the Corporation a Conversion Notice, in the form attached hereto,
appropriately completed and duly signed, and the date any such Conversion Notice
is delivered to the Corporation (as determined in accordance with the notice
provisions hereof) is a "Conversion Date."

      8. Mechanics of Conversion.

            (a) The number of Underlying Shares issuable upon any conversion of
a share of Series F Preferred Stock hereunder shall equal (i) the Stated Value
of such share of Series F Preferred Stock to be converted, divided by the
Conversion Price on the Conversion Date, plus (ii) the amount of any accrued but
unpaid dividends on such share of Series F Preferred Stock through the
Conversion Date, divided by the Conversion Price on the Conversion Date.

            (b) Upon conversion of any share of Series F Preferred Stock, the
Corporation shall promptly (but in no event later than three Trading Days after
the Conversion Date) issue or cause to be issued and cause to be delivered to or
upon the written order of the Holder and in such name or names as the Holder may
designate a certificate for the Underlying Shares issuable upon such conversion,
free of restrictive legends unless a registration statement covering the resale
of the Underlying Shares and naming the Holder as a selling stockholder
thereunder is not then effective and such Underlying Shares are not then freely
transferable without volume restrictions pursuant to Rule 144 under the
Securities Act. The Holder, or any Person so designated by the Holder to receive
Underlying Shares, shall be deemed to have become holder of record of such
Underlying Shares as of the Conversion Date. The Corporation shall on or before
the third (3rd) Trading Day following the applicable Conversion Date, (i) issue
and deliver to such Holder a certificate, registered in the name of the Holder
or its designee, for the number of shares of Common Stock to which the Holder
shall be entitled, or (ii) provided the Corporation's designated transfer agent
is participating in the DTC Fast Automated Securities Transfer Program, at all
times after the Holder has notified the Corporation that this clause (ii) shall
apply, credit the number of shares of Common Stock to which the Holder shall be
entitled to the Holder's or its designee's balance account with The Depository
Trust Corporation ("DTC") through its Deposit Withdrawal Agent Commission
System. The Corporation shall, upon request of the Holder, use its best efforts
to deliver Underlying Shares hereunder electronically through DTC.

            (c) A Holder shall not be required to deliver the original
certificate(s) evidencing the Series F Preferred Stock being converted in order
to effect a conversion of such Series F Preferred Stock. Execution and delivery
of the Conversion Notice shall have the same effect as cancellation of the
original certificate(s) and issuance of a new certificate evidencing the
remaining shares of Series F Preferred Stock. Upon surrender of a certificate
following one or more partial conversions, the Corporation shall promptly
deliver to the Holder a new certificate representing the remaining shares of
Series F Preferred Stock.


                                       5

<PAGE>

            (d) The Corporation's obligations to issue and deliver Underlying
Shares upon conversion of Series F Preferred Stock in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by
any Holder to enforce the same, any waiver or consent with respect to any
provision hereof, the recovery of any judgment against any Person or any action
to enforce the same, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by any Holder or any other Person
of any obligation to the Corporation or any violation or alleged violation of
law by any Holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Corporation to
any Holder in connection with the issuance of such Underlying Shares.

      9. [Reserved].

      10. Triggering Events.

            (a) At any time or times following the occurrence of a Triggering
Event, each Holder shall have the option to elect, by notice to the Corporation
(an "Event Notice"), to require the Corporation to repurchase all or any portion
of (i) the Series F Preferred Stock then held by such Holder, at a price per
share equal to the greater of (A) 115% of the Stated Value plus all accrued but
unpaid dividends thereon through the date of payment, or (B) the Event Equity
Value of the Underlying Shares issuable upon conversion of such Series F
Preferred Stock (including such accrued but unpaid dividends thereon), and (ii)
any Underlying Shares issued to such Holder upon conversion of Series F
Preferred Stock, at a price per share equal to the Event Equity Value of such
Underlying Shares. The aggregate amount payable pursuant to the preceding
sentence is referred to as the "Event Price." The Corporation shall pay the
aggregate Event Price to each Holder no later than the third Trading Day
following the date of delivery of the Event Notice, and upon receipt thereof
such Holder shall deliver original certificates evidencing the shares of Series
F Preferred Stock and Underlying Shares so repurchased to the Corporation (to
the extent such certificates have been delivered to the Holder).

            (b) Upon the occurrence of any Bankruptcy Event, the Corporation
shall immediately be obligated, without any further action by any Holder, to
repurchase all outstanding shares of Series F Preferred Stock and all such
Underlying Shares at the Event Price pursuant to the preceding paragraph as if
each Holder had delivered an Event Notice immediately prior to the occurrence of
such Bankruptcy Event.

      11. Voting Rights.

            (a) General Voting Rights. Unless otherwise provided herein, on any
matter (other than, in the case of the Series F Preferred Stock, the election of
the directors) presented to the stockholders of the Corporation for their action
or consideration at any meeting of stockholders of the Corporation (or by
written action of stockholders in lieu of meeting), each Holder of outstanding
shares of Series F Preferred Stock shall be entitled to the number of votes
equal to the number of whole shares of Common Stock into which the shares of
Series F Preferred Stock held by such Holder are convertible (subject to the
limitations of Section 17 below) as of the record date for determining
stockholders entitled to vote on such matter, or if no record date is
established, at the date such vote is taken or any written consent of
stockholders is solicited. Except as provided by law or by the provisions of
Section 11(b) below, Holders of Series F Preferred Stock shall vote together
with the holders of Common Stock, and with the holders of any other series of
Preferred Stock the terms of which so provide, as a single class.


                                       6

<PAGE>

            (b) Elections of Directors. The Holders of the shares of Series F
Preferred Stock, exclusively and as a separate class, shall be entitled to elect
a number of directors of the Corporation as provided below, and the holders of
the shares of Common Stock and of any other class or series of voting stock (but
excluding the Series F Preferred Stock), exclusively and as a separate class,
shall, subject to the rights of any additional series of preferred stock that
may be established from time to time, be entitled to elect the balance of the
total number of directors of the Corporation. For so long as any shares of
Series F Preferred Stock are outstanding, the Holders of Series F Preferred
Stock shall be entitled to elect 3 members of the 5 member Board of Directors of
the Corporation. At any meeting held for the purpose of electing directors, the
presence in person or by proxy of the Holders of a majority of the shares of
Series F Preferred Stock then outstanding shall constitute a quorum of the
Series F Preferred Stock for the purpose of electing directors by Holders of the
Series F Preferred Stock. A vacancy in any directorship filled by the Holders of
Series F Preferred Stock shall be filled only by vote or written consent in lieu
of a meeting of the Holders of the Series F Preferred Stock or by any remaining
director or directors elected by the Holders of Series F Preferred Stock
pursuant to this Section 11(b).

      12. Charges, Taxes and Expenses. Issuance of certificates for shares of
Series F Preferred Stock and for Underlying Shares issued on conversion of (or
otherwise in respect of) the Series F Preferred Stock shall be made without
charge to the Holders for any issue or transfer tax, withholding tax, transfer
agent fee or other incidental tax or expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Corporation;
provided, however, that the Corporation shall not be required to pay any tax
that may be payable in respect of any transfer involved in the registration of
any certificates for Common Stock or Series F Preferred Stock in a name other
than that of the Holder. The Holder shall be responsible for all other tax
liability that may arise as a result of holding or transferring the Series F
Preferred Stock or receiving Underlying Shares in respect of the Series F
Preferred Stock.

      13. Replacement Certificates. If any certificate evidencing Series F
Preferred Stock or Underlying Shares is mutilated, lost, stolen or destroyed,
the Corporation shall issue or cause to be issued in exchange and substitution
for and upon cancellation hereof, or in lieu of and substitution for such
certificate, a new certificate, but only upon receipt of evidence reasonably
satisfactory to the Corporation of such loss, theft or destruction and customary
and reasonable indemnity, if requested. Applicants for a new certificate under
such circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable third-party costs as the Corporation
may prescribe.

      14. Reservation of Underlying Shares. The Corporation covenants that it
shall at all times following the Charter Amendment reserve and keep available
out of the aggregate of its authorized but unissued and otherwise unreserved
Common Stock, solely for the purpose of enabling it to issue Underlying Shares
as required hereunder, the number of Underlying Shares which are then issuable
and deliverable upon the conversion of (and otherwise in respect of) all
outstanding Series F Preferred Stock (taking into account the adjustments of
Section 15), free from preemptive rights or any other contingent purchase rights
of persons other than the Holder. The Corporation covenants that all Underlying
Shares so issuable and deliverable shall, upon issuance in accordance with the
terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable. The Corporation covenants that it shall use its best efforts to
satisfy each of the Equity Conditions.


                                       7

<PAGE>

      15. Certain Adjustments. The Conversion Price is subject to adjustment
from time to time as set forth in this Section 15.

            (a) Stock Dividends and Splits. If the Corporation, at any time
while Series F Preferred Stock is outstanding, (i) pays a stock dividend on its
Common Stock or otherwise makes a distribution on any class of capital stock
that is payable in shares of Common Stock (other than regular dividends on the
Series F Preferred Stock), (ii) subdivides outstanding shares of Common Stock
into a larger number of shares, or (iii) combines outstanding shares of Common
Stock into a smaller number of shares, then in each such case the Conversion
Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding immediately before such event and
of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made pursuant to clause
(i) of this paragraph shall become effective immediately after the record date
for the determination of stockholders entitled to receive such dividend or
distribution, and any adjustment pursuant to clause (ii) or (iii) of this
paragraph shall become effective immediately after the effective date of such
subdivision or combination.

            (b) Pro Rata Distributions. If the Corporation, at any time while
Series F Preferred Stock is outstanding, distributes to all holders of Common
Stock (i) evidences of its indebtedness, (ii) any security (other than a
distribution of Common Stock covered by the preceding paragraph), (iii) rights
or warrants to subscribe for or purchase any security, or (iv) any other asset
(in each case, "Distributed Property"), then in each such case the Conversion
Price in effect immediately prior to the record date fixed for determination of
stockholders entitled to receive such distribution shall be adjusted (effective
on such record date) to equal the product of such Conversion Price times a
fraction of which the denominator shall be the average of the Closing Prices for
the five Trading Days immediately prior to (but not including) such record date
and of which the numerator shall be such average less the then fair market value
of the Distributed Property distributed in respect of one outstanding share of
Common Stock, as determined by the Corporation's independent certified public
accountants that regularly examine the financial statements of the Corporation
(an "Appraiser"). In such event, the Holder, after receipt of the determination
by the Appraiser, shall have the right to select an additional appraiser (which
shall be a nationally recognized accounting firm), in which case such fair
market value shall be deemed to equal the average of the values determined by
each of the Appraiser and such appraiser. As an alternative to the foregoing
adjustment to the Conversion Price, at the request of any Holder delivered
before the 90th day after the record date fixed for determination of
stockholders entitled to receive such distribution, the Corporation will deliver
to such Holder, within five (5) Trading Days after such request (or, if later,
on the effective date of such distribution), the Distributed Property that such
Holder would have been entitled to receive in respect of the Underlying Shares
for which such Holder's Series F Preferred Stock could have been converted
immediately prior to such record date. If such Distributed Property is not
delivered to a Holder pursuant to the preceding sentence, then upon any
conversion of Series F Preferred Stock that occurs after such record date, such
Holder shall be entitled to receive, in addition to the Underlying Shares
otherwise issuable upon such conversion, the Distributed Property that such
Holder would have been entitled to receive in respect of such number of
Underlying Shares had the Holder been the record holder of such Underlying
Shares immediately prior to such record date.


                                       8

<PAGE>

            (c) Fundamental Transactions. If, at any time while Series F
Preferred Stock is outstanding, (i) the Corporation effects any merger or
consolidation of the Corporation with or into another Person, (ii) the
Corporation effects any sale of all or substantially all of its assets in one or
a series of related transactions (other than the sale of assets contemplated in
the Aisling Letter of Intent (as such term is defined in the Purchase
Agreement), (iii) any tender offer or exchange offer (whether by the Corporation
or another Person) is completed pursuant to which holders of Common Stock are
permitted to tender or exchange their shares for other securities, cash or
property, or (iv) the Corporation effects any reclassification of the Common
Stock or any compulsory share exchange, pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property
(other than as a result of a subdivision or combination of shares of Common
Stock covered by Section 15(a) above) (in any such case, a "Fundamental
Transaction"), then upon any subsequent conversion of Series F Preferred Stock,
each Holder shall have the right to receive, for each Underlying Share that
would have been issuable upon such conversion absent such Fundamental
Transaction, the same kind and amount of securities, cash or property as it
would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of one share of Common Stock (the "Alternate Consideration"). For
purposes of any such conversion, the determination of the Conversion Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Corporation shall apportion the
Conversion Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then
each Holder shall be given the same choice as to the Alternate Consideration it
receives upon any conversion of Series F Preferred Stock following such
Fundamental Transaction. In the event of a Fundamental Transaction, the
Corporation or the successor or purchasing Person, as the case may be, shall
execute with the Holder a written agreement providing that:

            (x) the Series F Preferred Stock shall thereafter entitle the Holder
      to purchase the Alternate Consideration in accordance with this Section
      15(c),

            (y) in the case of any such successor or purchasing Person, upon
      such consolidation, merger, statutory exchange, combination, sale or
      conveyance such successor or purchasing Person shall be jointly and
      severally liable with the Corporation for the performance of all of the
      Corporation's obligations under this Certificate of Designations and the
      other Transaction Documents, and


                                       9

<PAGE>

            (z) if registration or qualification is required under the Exchange
      Act or applicable state law for the public resale by the Holder of shares
      of stock and other securities so issuable upon conversion of the Series F
      Preferred Stock, such registration or qualification shall be completed
      prior to such reclassification, change, consolidation, merger, statutory
      exchange, combination or sale.

If, in the case of any Fundamental Transaction, the Alternate Consideration
includes shares of stock, other securities, other property or assets of a Person
other than the Corporation or any such successor or purchasing Person, as the
case may be, in such Fundamental Transaction, then such written agreement shall
also be executed by such other Person and shall contain such additional
provisions to protect the interests of the Holder as the Board of Directors of
the Corporation shall reasonably consider necessary by reason of the foregoing.
At the Holder's request, any successor to the Corporation or surviving entity in
such Fundamental Transaction shall issue to the Holder a new preferred stock
consistent with the foregoing provisions and evidencing the Holder's right to
convert such preferred stock into the Alternate Consideration for the aggregate
Conversion Price upon conversion thereof. The terms of any agreement pursuant to
which a Fundamental Transaction is effected shall include terms requiring any
such successor or surviving entity to comply with the provisions of this
paragraph (c) and insuring that Series F Preferred Stock (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.

            (d) Subsequent Equity Sales.

                  (i) If, at any time while any shares of Series F Preferred
            Stock are outstanding, the Corporation or any Subsidiary issues
            additional shares of Common Stock or rights, warrants, options or
            other securities or debt convertible, exercisable or exchangeable
            for shares of Common Stock or otherwise entitling any Person to
            acquire shares of Common Stock (collectively, "Common Stock
            Equivalents") at an effective net price to the Corporation per share
            of Common Stock (the "Effective Price") less than the Conversion
            Price, then the Conversion Price shall be reduced to equal the
            Effective Price. If, at any time while Series F Preferred Stock is
            outstanding, the Corporation or any Subsidiary issues Common Stock
            or Common Stock Equivalents at an Effective Price greater than the
            Conversion Price but less than the average Closing Price over the
            five (5) Trading Days prior to such issuance (the "Adjustment
            Price"), then the Conversion Price shall be reduced to equal the
            product of (A) the Conversion Price in effect immediately prior to
            such issuance of Common Stock or Common Stock Equivalents times (B)
            a fraction, the numerator of which is the sum of (1) the number of
            shares of Common Stock outstanding immediately prior to such
            issuance, plus (2) the number of shares of Common Stock which the
            aggregate Effective Price of the Common Stock issued (or deemed to
            be issued) would purchase at the Adjustment Price, and the
            denominator of which is the aggregate number of shares of Common
            Stock outstanding or deemed to be outstanding immediately after such
            issuance. For purposes of this paragraph, in connection with any
            issuance of any Common Stock Equivalents, (A) the maximum number of
            shares of Common Stock potentially issuable at any time upon
            conversion, exercise or exchange of such Common Stock Equivalents
            (the "Deemed Number") shall be deemed to be outstanding upon
            issuance of such Common Stock Equivalents, (B) the Effective Price
            applicable to such Common Stock shall equal the minimum dollar value
            of consideration payable to the Corporation to purchase such Common
            Stock Equivalents and to convert, exercise or exchange them into
            Common Stock (net of any discounts, fees, commissions and other
            expenses), divided by the Deemed Number, and (C) no further
            adjustment shall be made to the Conversion Price upon the actual
            issuance of Common Stock upon conversion, exercise or exchange of
            such Common Stock Equivalents.


                                       10

<PAGE>

                  (ii) If, at any time while Series F Preferred Stock is
            outstanding, the Corporation or any Subsidiary issues Common Stock
            Equivalents with an Effective Price or a number of underlying shares
            that floats or resets or otherwise varies or is subject to
            adjustment based (directly or indirectly) on market prices of the
            Common Stock (a "Floating Price Security"), then for purposes of
            applying the preceding paragraph in connection with any subsequent
            conversion, the Effective Price will be determined separately on
            each Conversion Date and will be deemed to equal the lowest
            Effective Price at which any holder of such Floating Price Security
            is entitled to acquire Common Stock on such Conversion Date
            (regardless of whether any such holder actually acquires any shares
            on such date).

                  (iii) Notwithstanding the foregoing, no adjustment will be
            made under this paragraph (d) in respect of (A) the issuance of
            Excluded Stock, (B) the issuance of Additional Shares and Additional
            Investment Right Warrants pursuant to the Purchase Agreement, or (C)
            the issuance of Common Stock Equivalents covered by Sections 15(a)
            or (b) above.

            (e) Calculations. All calculations under this Section 15 shall be
made to the nearest cent or the nearest 1/100th of a share, as applicable. The
number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Corporation, and the
disposition of any such shares shall be considered an issue or sale of Common
Stock.

            (f) Notice of Adjustments. Upon the occurrence of each adjustment
pursuant to this Section 15, the Corporation at its expense will promptly but in
any event within 10 Trading Days of such occurrence compute such adjustment in
accordance with the terms hereof and prepare a certificate describing in
reasonable detail such adjustment and the transactions giving rise thereto,
including all facts upon which such adjustment is based. Upon written request,
the Corporation will promptly deliver a copy of each such certificate to each
Holder and to the Corporation's Transfer Agent.

            (g) Notice of Corporate Events. If the Corporation (i) declares a
dividend or any other distribution of cash, securities or other property in
respect of its Common Stock, including without limitation any granting of rights
or warrants to subscribe for or purchase any capital stock of the Corporation or
any Subsidiary, (ii) authorizes or approves, enters into any agreement
contemplating or solicits stockholder approval for any Fundamental Transaction
or (iii) authorizes the voluntary dissolution, liquidation or winding up of the
affairs of the Corporation, then the Corporation shall deliver to each Holder a
notice describing the material terms and conditions of such transaction, at
least 10 calendar days prior to the applicable record or effective date on which
a Person would need to hold Common Stock in order to participate in or vote with
respect to such transaction, and the Corporation will take all steps reasonably
necessary in order to insure that each Holder is given the practical opportunity
to convert its Series F Preferred Stock prior to such time so as to participate
in or vote with respect to such transaction; provided, however, that the failure
to deliver such notice or any defect therein shall not affect the validity of
the corporate action required to be described in such notice.


                                       11

<PAGE>

      16. [intentionally omitted]

      17. Limitation on Conversion.

            (a) Notwithstanding anything to the contrary contained herein, the
number of shares of Common Stock that may be acquired by any Holder upon any
conversion of Series F Preferred Stock (or otherwise in respect of the Series F
Preferred Stock) shall be limited to the extent necessary to insure that,
following such conversion (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Holder and its Affiliates and any
other Persons whose beneficial ownership of Common Stock would be aggregated
with the Holder's for purposes of Section 13(d) of the Exchange Act, does not
exceed 4.999% (the "Maximum Percentage") of the total number of issued and
outstanding shares of Common Stock (including for such purpose the shares of
Common Stock issuable upon such conversion). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. Each delivery of a
Conversion Notice by a Holder will constitute a representation by such Holder
that it has evaluated the limitation set forth in this paragraph and determined
that issuance of the full number of Underlying Shares requested in such
Conversion Notice is permitted under this paragraph. By written notice to the
Corporation, any Holder may waive the provisions of this Section or increase or
decrease the Maximum Percentage to any other percentage specified in such
notice, but (i) any such waiver or increase will not be effective until the 61st
day after such notice is delivered to the Corporation, and (ii) any such waiver
or increase or decrease will apply only to such Holder and not to any other
Holder.

            (b) Notwithstanding anything to the contrary contained herein, to
the extent shareholder approval is required under the rules and regulations of
the Corporation's Trading Market, the maximum number of shares of Common Stock
that the Corporation may issue pursuant to the Transaction Documents at an
effective purchase price less than the Closing Price on the Trading Day
immediately preceding the Closing Date shall equal 19.99% of the outstanding
shares of Common Stock immediately preceding the Closing Date (the "Issuable
Maximum"), unless the Corporation obtains shareholder approval in accordance
with the rules and regulations of such Trading Market. If, at the time any
Holder requests an conversion of any of the Series F Preferred Stock, the Actual
Minimum (excluding any shares issued or issuable at an effective purchase price
in excess of the Closing Price on the Trading Day immediately preceding the
Closing Date) exceeds the Issuable Maximum (and if the Corporation has not
previously obtained the required shareholder approval), then the Corporation
shall issue to the Holder requesting such exercise a number of shares of Common
Stock not exceeding such Holder's pro-rata portion of the Issuable Maximum
(based on such Holder's share (vis-a-vis other Holders) of the aggregate
purchase price paid under the Purchase Agreement and taking into account any
Series F Preferred Stock previously issued to such Holder). For the purposes
hereof, "Actual Minimum" shall mean, as of any date, the maximum aggregate
number of shares of Common Stock then issued or potentially issuable in the
future pursuant to the Transaction Documents, including any Underlying Shares
issuable upon exercise and/or conversion in full of all Warrants, Additional
Investment Right Warrants, Shares and Additional Shares, without giving effect
to any limits on the number of shares of Common Stock that may be owned by a
Holder at any one time.


                                       12

<PAGE>

      18. Fractional Shares. The Corporation shall not be required to issue or
cause to be issued fractional Underlying Shares on conversion of Series F
Preferred Stock. If any fraction of an Underlying Share would, except for the
provisions of this Section, be issuable upon conversion of Series F Preferred
Stock, the number of Underlying Shares to be issued will be rounded up to the
nearest whole share.

      19. Notices. Any and all notices or other communications or deliveries
hereunder (including without limitation any Conversion Notice) shall be in
writing and shall be deemed given and effective on the earliest of (i) the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section prior to 6:30 p.m. (New York City
time) on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading
Day following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be: (i) if to
the Corporation, to 665 Martinsville Road, Suite 329, Basking Ridge, NJ 07920,
facsimile: 908-604-2545, attention Chief Financial Officer or such other address
of facsimile number as the Corporation may provide to the Holders in accordance
with this Section, or (ii) if to a Holder, to the address or facsimile number
appearing on the Corporation's stockholder records or such other address or
facsimile number as such Holder may provide to the Corporation in accordance
with this Section.

      20. Miscellaneous.

            (a) The headings herein are for convenience only, do not constitute
a part of this Certificate of Designations and shall not be deemed to limit or
affect any of the provisions hereof.

            (b) No provision of this Certificate of Designations may be amended,
except in a written instrument signed by the Corporation, the Holders of at
least a majority of the shares of Series F Preferred Stock then outstanding and
Lead Investor, so long as Lead Investor is the holder of at least 10% of the
outstanding shares of Series F Preferred Stock.

            (c) Any of the rights of the Holders of Series F Preferred Stock set
forth herein, including any Equity Conditions, Triggering Events or any other
similar conditions for the Holders' benefit, may be waived by the affirmative
vote of Holders of at least a majority of the shares of Series F Preferred Stock
then outstanding and Lead Investor, so long as Lead Investor is the holder of at
least 10% of the outstanding shares of Series F Preferred Stock. No waiver of
any default with respect to any provision, condition or requirement of this
Certificate of Designation shall be deemed to be a continuing waiver in the
future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either party
to exercise any right hereunder in any manner impair the exercise of any such
right.


                                       13

<PAGE>

      IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations to be duly executed as of this [ ] day of ______________ 2006.

                                        MILLENNIUM BIOTECHNOLOGIES GROUP, INC.


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       14

<PAGE>

                                                                       EXHIBIT A

                             ADDITIONAL DEFINITIONS

"Additional Investment Rights" means, collectively, the Additional Investment
Rights issued and sold under the Purchase Agreement.

"Additional Investment Right Warrants" has the meaning set forth in the
Additional Investment Rights.

"Additional Shares" means the shares of Series E Senior Convertible Preferred
Stock, par value $1.00 per share, which are being issued to the Purchasers upon
exercise of the Additional Investment Rights.

 "Affiliate" means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a
Person, as such terms are used in and construed under Rule 144 under the
Securities Act. With respect to a Purchaser, any investment fund or managed
account that is managed on a discretionary basis by the same investment manager
as such Purchaser will be deemed to be an Affiliate of such Purchaser.

"Aisling Closing" means the closing of the transactions contemplated by the
Aisling Letter of Intent.

 "Aisling Letter of Intent" means the letter of intent dated April 15, 2006
among Aisling Capital II LLP, the Corporation and Millennium Biotechnologies
Inc. for the sale of assets in exchange for shares of common stock of a newly
formed company.

 "Bankruptcy Event" means any of the following events: (a) the Corporation or
any Subsidiary commences a case or other proceeding under any bankruptcy,
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction relating to the
Corporation or any Subsidiary thereof; (b) there is commenced against the
Corporation or any Subsidiary any such case or proceeding that is not dismissed
within 60 days after commencement; (c) the Corporation or any Subsidiary is
adjudicated insolvent or bankrupt or any order of relief or other order
approving any such case or proceeding is entered; (d) the Corporation or any
Subsidiary suffers any appointment of any custodian or the like for it or any
substantial part of its property that is not discharged or stayed within 60
days; (e) the Corporation or any Subsidiary makes a general assignment for the
benefit of creditors; (f) the Corporation or any Subsidiary fails to pay, or
states that it is unable to pay or is unable to pay, its debts generally as they
become due; (g) the Corporation or any Subsidiary calls a meeting of its
creditors for the purpose of arranging a composition, adjustment or
restructuring of its debts; or (h) the Corporation or any Subsidiary, by any act
or failure to act, expressly indicates its consent to, approval of or
acquiescence in any of the foregoing or takes any corporate or other action for
the purpose of effecting any of the foregoing.


                                       15

<PAGE>

"Business Day" means any day except Saturday, Sunday and any day which shall be
a federal legal holiday or a day on which banking institutions in the State of
New York are authorized or required by law or other governmental action to
close.

"Change of Control" means the occurrence of any of the following in one or a
series of related transactions: (i) an acquisition after the date hereof by an
individual or legal entity or "group" (as described in Rule 13d-5(b)(1) under
the Exchange Act) of more than one-third of the voting rights or equity
interests in the Corporation; (ii) a merger or consolidation of the Corporation
or any significant Subsidiary or a sale of more than one-third of the assets of
the Corporation in one or a series of related transactions, unless following
such transaction or series of transactions, the holders of the Corporation's
securities prior to the first such transaction continue to hold at least
two-thirds of the voting rights and equity interests in the surviving entity or
acquirer of such assets; (iii) a recapitalization, reorganization or other
transaction involving the Corporation or any Subsidiary that constitutes or
results in a transfer of more than one-third of the voting rights or equity
interests in the Corporation; (iv) consummation of a "Rule 13e-3 transaction" as
defined in Rule 13e-3 under the Exchange Act with respect to the Corporation, or
(v) the execution by the Corporation or its controlling shareholders of an
agreement providing for or reasonably likely to result in any of the foregoing
events. Notwithstanding the foregoing, neither (x) any asset sale consummated
substantially in accordance with the Aisling Letter of Intent nor (y) the
transaction contemplated by the Purchase Agreement shall not be a Change of
Control.

"Charter Amendment" shall mean an amendment of the Certificate of Incorporation
of the Corporation, duly approved by the stockholders of the Corporation, which
amendment increases the authorized number of shares of common stock of the
Corporation, $.001 par value, to 400,000,000 shares which amendment becomes
effective within 60 days after the Closing.

"Closing" means the closing of the purchase and sale of the Securities pursuant
to Section 2.2 of the Purchase Agreement.

"Closing Date" means the date of the Closing.

"Closing Price" means, for any date, the price determined by the first of the
following clauses that applies: (a) if the Common Stock is then listed or quoted
on an Eligible Market or any other national securities exchange, the closing bid
price per share of the Common Stock for such date (or the nearest preceding
date) on the primary Eligible Market or exchange on which the Common Stock is
then listed or quoted; (b) if prices for the Common Stock are then quoted on the
OTC Bulletin Board, the closing bid price per share of the Common Stock for such
date (or the nearest preceding date) so quoted; (c) if prices for the Common
Stock are then reported in the "Pink Sheets" published by the National Quotation
Bureau Incorporated (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent closing bid price per share of
the Common Stock so reported; or (d) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected in
good faith by Purchasers holding a majority of the Securities, the cost of which
shall be paid by the Corporation.

"Commission" means the Securities and Exchange Commission.

"Common Stock" means the common stock of the Corporation, par value $0.001 per
share.


                                       16

<PAGE>

"Eligible Market" means any of the New York Stock Exchange, the American Stock
Exchange, the NASDAQ National Market, the NASDAQ Small Cap Market or the OTC
Bulletin Board.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Excluded Stock" means the issuance of Common Stock (A) upon exercise or
conversion of any options or other securities described in Schedule 3.1(f) of
the Purchase Agreement (provided that such exercise or conversion occurs in
accordance with the terms thereof, without amendment or modification, and that
the applicable exercise or conversion price or ratio is described in such
schedule) or otherwise pursuant to any employee benefit plan described in
Schedule 3.1(f) of the Purchase agreement or hereafter adopted by the
Corporation and approved by its shareholders, (B) the issuance of Common Stock
or grant of options to employees, officers, directors or consultants of the
Corporation pursuant to a stock option plan or other incentive stock plan duly
adopted by the Corporation's board of directors or otherwise pursuant to any
employee benefit plan described in Schedule 3.1(f) of the Purchase Agreement or
hereafter adopted by the Corporation and approved by its shareholders or in
respect of the issuance of Common Stock upon exercise of any such options, or
(C) the issuance of Common Stock upon exercise of the Warrants and Additional
Warrants, the conversion of the Shares and Additional Shares and the payment of
dividends on the Shares and Additional Shares in the form of Common Stock.

"Event Equity Value" means 115% of the arithmetic average of the Closing Prices
for the five Trading Days preceding either (a) the date of delivery of the
notice requiring payment of the Event Equity Value, or (b) the date on which
such required payment (together with any other payments, expenses and liquidated
damages then due and payable under the Transaction Documents) is paid in full,
whichever is greater.

"Lead Investor" means Iroquois Master Fund, Ltd., or its successor in interest.

"Person" means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or any court or
other federal, state, local or other governmental authority or other entity of
any kind.

"Registration Rights Agreement" means the Registration Rights Agreement, dated
on August 15, 2006, among the Corporation and the Purchasers.

"Required Effectiveness Date" means the date on which an Underlying Shares
Registration Statement is required to become effective pursuant to the
Registration Rights Agreement.

 "Rule 144," "Rule 415," and "Rule 424" means Rule 144, Rule 415 and Rule 424,
respectively, promulgated by the Commission pursuant to the Securities Act, as
such Rules may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as such
Rule.

"Securities" means the Shares, the Additional Shares, the Warrants, the
Additional Investment Rights, the Additional Investment Right Warrants and the
Underlying Shares issued or issuable (as applicable) to the applicable Purchaser
pursuant to the Transaction Documents.


                                       17

<PAGE>

"Senior Debt" means any indebtedness of the Corporation from the date hereof
that is senior to any indebtedness set forth on Schedule 3.1(ee) of the Purchase
Agreement in right of payment, whether with respect to interest or upon
liquidation or dissolution, or otherwise.

"Series E Certificate of Designations" means a certificate of designations of
the Series E Preferred Stock.

 "Series E Senior Preferred Stock" means the Series E Convertible Preferred
Stock, par value $1.00 per share, of the Corporation, which is convertible into
share of Common Stock.

"Shares" means an aggregate of up to 62,000 shares of Series E Senior Preferred
Stock, which are being purchased by the Purchasers pursuant to this Agreement
and an aggregate of 100 shares of Series F Preferred Stock, which are to be
issued to the Lead Investor.

"Subsidiary" means any subsidiary of the Corporation that is required to be
listed on Schedule 3.1(a) of the Purchase Agreement.

"Trading Day" means (a) any day on which the Common Stock is listed or quoted
and traded on its primary Trading Market or (b) if trading ceases to occur on an
Eligible Market, any Business Day.

"Trading Market" means OTC Bulletin Board or any other Eligible Market or any
national securities exchange, market or trading or quotation facility on which
the Common Stock is then listed or quoted.

"Transaction Documents" means this Agreement, the Registration Rights Agreement,
this Certificate of Designations, the Series E Certificate of Designations, the
Shares, the Additional Shares, the Warrants, the Additional Investment Rights,
the Additional Investment Right Warrants, the Supplemental Purchase Agreement
and any other documents or agreements executed in connection with the
transactions contemplated hereunder.

"Transfer Agent Instructions" means the Irrevocable Transfer Agent Instructions,
executed by the Corporation and delivered to and acknowledged in writing by the
Corporation's transfer agent.

"Triggering Event" means any of the following events: (a) immediately prior to
any Bankruptcy Event; (b) the Common Stock is not listed or quoted, or is
suspended from trading, on an Eligible Market for a period of five Trading Days
(which need not be consecutive Trading Days); (c) the Corporation fails for any
reason to deliver a certificate evidencing any Securities to a Purchaser within
five Trading Days after delivery of such certificate is required pursuant to any
Transaction Document or the exercise or conversion rights of the Purchasers
pursuant to the Transaction Documents are otherwise suspended for any reason,
provided, such failure shall only be deemed a Triggering Event as only to such
Purchaser to whom a certificate is not delivered within such five Trading Days
period; (d) at any time after 60 days of the Closing, the Corporation fails to
have available a sufficient number of authorized but unissued and otherwise
unreserved shares of Common Stock available to issue Underlying Shares upon any
exercise of the Warrants or any conversion of convertible Securities; (e) at any
time after the Required Effectiveness Date, any Common Stock issuable pursuant
to the Transaction Documents is not listed on an Eligible Market for a period of
three Trading Days (which need not be consecutive Trading Days); (f) the
Corporation effects or publicly announces its intention to effect any exchange,
recapitalization or other transaction that effectively requires or rewards
physical delivery of certificates evidencing the Common Stock; (g) any other
Event (as defined in the Registration Rights Agreement) occurs and remains
uncured for 60 days; (h) the Corporation fails to make any cash payment required
under the Transaction Documents and such failure is not cured within five days
after notice of such default is first given to the Corporation by a Purchaser;
(i) the Corporation issues any equity, debt or other securities of the
Corporation which are senior to or pari passu with the Series F Senior Preferred
Stock in right of payment, or with respect to dividends, liquidations or
dissolution, without the consent of the Lead Investor; (j) the Corporation fails
to obtain shareholder approval for the Charter Amendment within 60 days
following the Closing; or (k) the Corporation breaches any representation,
warranty or covenant or defaults in the timely performance of any other
obligation or covenant under the Transaction Documents (other than the
occurrence of an Event covered under clause (g) above) and such breach or
default continues uncured for a period of 20 days after the date on which notice
of such breach or default is first given to the Corporation by a Purchaser (it
being understood that no prior notice need be given in the case of a breach or
default that cannot reasonably be cured within 20 days).


                                       18

<PAGE>

"Underlying Shares" means the shares of Common Stock issuable upon conversion of
the Shares and Additional Shares and upon exercise of the Warrants and
Additional Investment Right Warrants and in satisfaction of any other obligation
of the Corporation to issue shares of Common Stock pursuant to the Transaction
Documents.

"Underlying Shares Registration Statement" means a registration statement
meeting the requirements set forth in the Registration Rights Agreement and
covering the resale of the Underlying Shares by the Purchasers.

"Warrant" means a Common Stock purchase warrant issued and sold under the
Purchase Agreement.


                                       19

<PAGE>

                                                                       EXHIBIT B

                            FORM OF CONVERSION NOTICE

(To be executed by the registered Holder
in order to convert shares of Series F Preferred Stock)

The undersigned hereby elects to convert the number of shares of Series F
Convertible Preferred Stock indicated below into shares of common stock, par
value $0.001 per share (the "Common Stock"), of Millennium Biotechnologies
Group, Inc., a Delaware corporation (the "Corporation"), according to the
conditions hereof, as of the date written below.


                  ______________________________________________________________
                  Date to Effect Conversion


                  ______________________________________________________________
                  Number of shares of Series F Preferred Stock owned prior to
                  Conversion


                  ______________________________________________________________
                  Number of shares of Series F Preferred Stock to be Converted


                  ______________________________________________________________
                  Stated Value of shares of Series F Preferred Stock to be
                  Converted


                  ______________________________________________________________
                  Number of shares of Common Stock to be Issued


                  ______________________________________________________________
                  Applicable Conversion Price


                  ______________________________________________________________
                  Number of shares of Series F Preferred Stock subsequent to
                  Conversion


                  ______________________________________________________________
                  Name of Holder
                  By:___________________________________________________________
                  Name:_________________________________________________________
                  Title:________________________________________________________


                                       20