Exhibit 10.4

                               SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                                   JERRY SWON

      THIS SECOND AMENDMENT dated August 16, 2006 (the "Amendment") among
Millennium Biotechnologies Group, Inc., a Delaware corporation ("Group"),
Millennium Biotechnologies, Inc. (the "Company"), and Jerry Swon (the
"Executive").

      WHEREAS, the Executive is currently employed by the Company, a wholly
owned subsidiary of Group, under an Employment Agreement dated as of April 1,
2001 and amended as of November 11, 2005 (the "Employment Agreement");

      WHEREAS, the Company and Group have entered into a letter of intent with
Aisling Capital II L.P. dated April 5, 2006 (the "Letter of Intent"), which
contemplates the sale of all assets of the Company to a new entity ("Newco") in
exchange for common stock of such new entity;

      WHEREAS, the Company and Group are presently negotiating the terms of a
proposed asset purchase agreement with Newco in furtherance of the terms of the
Letter of Intent (the "Asset Purchase Agreement";

      WHEREAS, Group, concurrently upon the closing of the Asset Purchase
Agreement, intends to sell a new Series E and Series F Senior Preferred
Convertible Stock pursuant to the terms of a securities purchase agreement (the
"Securities Purchase Agreement") which agreement, among other things, will grant
to the purchaser of the Series F Senior Preferred Convertible Stock the right to
elect a majority of the Board of Directors of Group;

      WHEREAS, the closing of the Asset Purchase Agreement and/or the Securities
Purchase Agreement would entitle the Executive to substantial compensation under
the terms of the Employment Agreement which compensation the Executive has
agreed to waive, pursuant to the terms of this Amendment; and

      WHEREAS, the Executive, Group and the Company have agreed that subject
to and upon the closing of the Asset Purchase Agreement and the Securities
Purchase Agreement (the "Closing"), the Employment Agreement will be amended as
provided herein.

      NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the Company, Group and the Executive hereby agree as follows:

      1. In the event that the Company shall enter into and close the Asset
Purchase Agreement and the Securities Purchase Agreement, the Employment
Agreement shall be amended upon the occurrence of the Closing to provide for the
following:

      (a) Section 2 of the Employment Agreement shall be amended to provide that
the term of employment shall terminate on the earliest of (a) one year from the
date of the Closing; (b) the death of the Executive; or (c) the termination of
the Executive's employment pursuant to this Agreement (the "Employment Term").

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      (b) The Employment Agreement shall be amended to provide that for the one
year period commencing on the date of Closing, the Executive's Base Salary shall
be One Hundred Thousand Dollars ($100,000) per annum.

      (c) The options granted by Group to the Executive pursuant to Section 2.3
of the Employment Agreement, to purchase five million (5,000,000) shares of
common stock, shall vest, without condition, on the date of the Closing, and in
consideration of the Executive's entering into this Amendment, the exercise
price of such five million (5,000,000) options shall be reduced from $.50 to
$.25 effective as of the date of the execution of this Amendment.

      (d) Section 5 of the Employment Agreement shall be amended and restated in
its entirety as follows:

                  5. Termination of Employment

                  5.1. Termination for Cause; Termination Without Cause;
            Termination for Permanent Disability; Resignation.

                  5.1.1. General. (a) If, prior to the expiration of the
            Employment Term, the Executive's employment is terminated by the
            Company for Cause, the Executive shall be entitled only to (i) his
            accrued but unpaid Base Salary through and including the date of
            termination ("Accrued Base Salary"); and (ii) the Options which have
            vested prior to the date of such termination.

                  (b) If, prior to the expiration of the Employment Term, the
            Executive is terminated by the Company Without Cause or the
            Executive terminates employment for Good Reason, the Executive shall
            be entitled to (i) his Accrued Base Salary; and (ii) as and for
            severance his Base Salary from the day after the termination date
            through the normal expiration date of the Employment Term, payable
            in a lump sum upon termination, and the benefits set forth under
            Section 4 of this Agreement during such period.

                  (c) If, prior to the expiration of the Employment Term, the
            Executive's employment is terminated by the Company for Permanent
            Disability, the Executive shall be entitled to the payments and
            benefits as provided for in Section 5.1.1(b).

                  (d) If the Executive resigns from his employment hereunder
            without Good Reason, the Executive shall be entitled only to payment
            of his Accrued Base Salary, if any, payable in a lump sum not later
            than 30 days following the date of termination.

                  (e) In the event of termination hereunder as a result of death
            of the Executive, the Executive's estate shall be entitled to the
            compensation provided for in Section 5.1.1(b).


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                  (f) Except as otherwise provided herein, the Executive shall
            have no further right to receive any other compensation, or to
            participate in any other plan, arrangement, or benefit, after any
            termination or resignation of employment, subject to the terms of
            such plans or arrangements.

                  5.1.2. Date of Termination/Resignation. The date of
            termination for a termination by the Company for Cause shall be the
            date of the written notice of termination provided for in Section
            5.1.3. The date of termination for a Termination Without Cause shall
            be as provided in Section 5.1.4. The date of termination for a
            termination for Permanent Disability shall be as provided in Section
            5.4. The date of resignation shall be the date specified in the
            written notice of resignation from the Executive to the Company, or
            if no date is specified therein, 10 business days after receipt by
            the Company of written notice of resignation from the Executive.

                  5.1.3. Notice of Termination for Cause. Termination of the
            Executive's employment by the Company for Cause shall be effected by
            delivery of a written notice of termination from the Company to the
            Executive, which notice shall specify the event or events set forth
            in Section 5.2 giving rise to such termination.

                  5.1.4. Notice of Termination Without Cause. Termination of the
            Executive's employment for a Termination Without Cause shall be
            effected by written notice of termination from the Company to the
            Executive, specifying a termination date no earlier than 10 business
            days after the date on which such notice is given.

                  5.2. Termination for Cause. Termination for "Cause" shall mean
            termination by the Company of the Executive's employment because the
            Executive (a) admits to, has been convicted of or has entered into a
            plea of nolo contendere to a crime punishable by imprisonment for
            more that one year; or (b) has failed to perform in all material
            respects (following a written warning specifying such deficiency)
            the normal and customary duties required of his position of
            employment.

                  5.3. Termination Without Cause. "Termination Without Cause"
            shall mean any termination by the Company of the Executive's
            employment at any time during the Employment Term for any reason
            other than Cause, death or Permanent Disability.

                  5.4 Permanent Disability. If, prior to the expiration of the
            Employment Term, the Executive shall fail because of illness,
            physical or mental disability or other incapacity, for a period of
            three consecutive months, or for shorter periods aggregating three
            months during any twelve-month period, to render the services
            provided for by this Agreement, then the Company may, by written
            notice to the Executive after the last day of the three consecutive
            months of disability or the day on which the shorter periods of
            disability equal an aggregate of three months, terminate the
            Executive's employment for "Permanent Disability", specifying a
            termination date no earlier than 10 business days after the date on
            which such notice is given. The determination of the Executive's
            Permanent Disability shall be made by an independent physician who
            is reasonably acceptable to the Executive and the Company and shall
            be final and binding and shall be based on such competent medical
            evidence as shall be presented to it by the Executive or by any
            physician or group of physicians or other competent medical experts
            employed by the Executive and/or the Company to advise such
            independent physician.


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      2. On the date hereof, the Company shall issue to the Executive two
million (2,000,000) common stock purchase warrants which shall be exercisable
commencing January 1, 2007 and for a period of five (5) years thereafter at $.25
per share on the condition that the Closing shall have occurred prior to any
such exercise.

      3. The Executive shall be prohibited from selling, assigning or otherwise
transferring any of the securities issuable upon exercise of the five million
(5,000,000) options and two million (2,000,000) warrants referred to above for a
period of one year from the date of exercise thereof. The aforesaid options and
warrants may not be sold, assigned or othersise transferred by the Executive to
any third party, and all such options and warrants, as well as the securities
issuable upon the exercise thereof, shall not have any registration rights
and/or piggyback registration rights.

      4. MISCELLANEOUS

      (a) Notices. All notices or communications hereunder shall be in writing,
addressed as follows:

            To the Company or Group, to it at:

            Millennium Biotechnologies Group, Inc
            665 Martinsville Road, Suite 219
            Basking Ridge, New Jersey 07920
            Attention: President

            with a copy to:

            Silverman Sclar Shin & Byrne PLLC
            381 Park Avenue South, Suite 1601
            New York, NY 10016
            Fax: (212) 779-8858
            Attention: Peter R. Silverman

            To the Executive:

            Jerry Swon

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


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Any such notice or communication shall be sent certified or registered mail,
return receipt requested, or by facsimile, addressed as above (or to such other
address as such party may designate in writing from time to time), and the
actual date of receipt shall determine the time at which notice was given.

      (b) Entire Agreement; Amendment. The Employment Agreement as amended by
the Second Amendment represents the entire agreement of the parties with respect
to the subject matter hereof and shall supersede any and all previous contracts,
arrangements or understandings between or among Group, the Company and the
Executive. The Employment Agreement may be further amended at any time by mutual
written agreement of the parties hereto.

      (c) Counterparts. This Second Amendment may be executed in counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

      IN WITNESS WHEREOF, the Company and Group have caused this Second
Amendment to be duly executed by their authorized representatives and the
Executive has hereunto set his hand, in each case effective as of the day and
year first above written.

                                        Millennium Biotechnologies Group, Inc.
                                        Millennium Biotechnologies, Inc.


                                        By: /s/ Jerry Swon
                                            ------------------------------------

                                        Executive


                                        /s/ Jerry Swon
                                        ----------------------------------------
                                        Jerry Swon


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