Exhibit 4.1

            CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF
                   SERIES E SENIOR 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 E Senior 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 E SENIOR CONVERTIBLE PREFERRED STOCK

      1. Designation, Amount and Par Value. The series of preferred stock shall
be designated as the Corporation's Series E Senior Convertible Preferred Stock
(the "Series E Senior Preferred Stock"), and the number of shares so designated
shall be 62,000. Each share of Series E Senior Preferred Stock shall have a par
value of $1.00 per share and a stated value equal to $200 plus any amount added
to the Stated Value pursuant to Section 3(b) hereof or Section 2(d) of the
Registration Rights Agreement (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 $0.25, 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.

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            "Holder" means any holder of Series E Senior 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, Series D
      Preferred Stock and the Series F Preferred Stock.

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

      3. Dividends.

            (a) Subject to Sections 3(b) and (c) below, Holders shall be
entitled to receive in cash, out of funds legally available therefor, and the
Corporation shall pay in cash, cumulative dividends on the Series E Senior
Preferred Stock at the rate per share (as a percentage of the Stated Value per
share) of 10% per annum, payable quarterly in arrears commencing on December 31,
2006 and thereafter on each March 31, June 30, September 30 and December 31,
except if such date is not a Trading Day, in which case such dividend shall be
payable on the next succeeding Trading Day (each, a "Dividend Payment Date").
Dividends on the Series E Senior Preferred Stock shall be calculated on the
basis of a 360-day year, shall accrue daily commencing on the Original Issue
Date, and shall be deemed to accrue from such date whether or not earned or
declared and whether or not there are profits, surplus or other funds of the
Corporation legally available for the payment of dividends.

            (b) On any Dividend Payment Date, provided each of the Dividend
Election Conditions (as defined below) have been satisfied or waived by the Lead
Investor, in lieu of receiving dividends in cash, the Company may (but shall not
be required to) elect to have all or any portion of accrued but not paid
dividends paid in shares of Common Stock by delivering to the Holders of its
election in the form of notice attached hereto as Exhibit C (the "Dividend
Election Notice") on a date which is not more than 30 calendar days nor less
than 25 calendar days before the Dividend Payment Date. If the Company elects to
have the dividend paid in shares of Common Stock, the number of such shares to
be issued for such dividend shall be the number determined by dividing (x) the
amount of the dividend by (y) the lesser of (i) the Conversion Price as of the
date immediately preceding the applicable Dividend Payment Date and (ii) 90% of
the arithmetic average of the VWAP for each of the 20 Trading Days ending
immediately preceding the date of the Dividend Election Notice. Such shares
shall be duly authorized, validly issued, fully paid, non-assessable and free
and clear of all encumbrances. "Dividend Election Conditions" shall mean the
satisfaction of each of the following (A) the satisfaction of each of the Equity
Conditions and (B) the reported trading volume is not less than 25,000 shares of
Common Stock on each of the 20 Trading Days immediately preceding the date of
the Dividend Election Notice. "VWAP" shall mean the dollar volume-weighted
average price for the Common Stock on the Trading Market as reported by
Bloomberg Financial Markets ("Bloomberg") through its "Volume at Price" function
or, if the foregoing does not apply, the dollar volume-weighted average price of
such security in the over-the-counter market on the electronic bulletin board
for the Common Stock as reported by Bloomberg, or if no dollar volume-weighted
average price is reported for the Common Stock by Bloomberg, the average of the
bid prices of each of the market makers for such security as reported in the
"pink sheets" by the Pink Sheet LLC (or its successor).


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            (c) So long as any Series E Senior Preferred Stock is outstanding,
(i) neither the Corporation nor any Subsidiary shall, directly or indirectly,
redeem, purchase or otherwise acquire any Junior Securities or set aside any
monies for such a redemption, purchase or other acquisition, provided, however,
that the Corporation shall be permitted to redeem up to $150,000 of its Series B
Convertible Preferred Stock, par value $1.00 per share, in accordance with
Article IV.C.2(5) of its Amended and Restated Certificate of Incorporation as in
effect on the date hereof, and (ii) the Corporation shall not pay or declare any
dividend or make any distribution on any Junior Securities, except pro rata
stock dividends on the Common Stock payable in additional shares of Common Stock
and dividends due and paid in the ordinary course on preferred stock of the
Corporation, in each case only at such times as the Corporation is in compliance
with its payment and other obligations hereunder.

      4. Registration of Series E Senior Preferred Stock. The Corporation shall
register shares of the Series E Senior Preferred Stock, upon records to be
maintained by the Corporation for that purpose (the "Series E Senior 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 E
Senior 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 E Senior Preferred Stock in the Series E Senior
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 E Senior
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.


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      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 E Senior 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 E Senior 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 E Senior Preferred Stock), plus all accrued but unpaid
dividends on such Series E Senior Preferred Stock as of the date of such event
(the "Series E Senior Stock Liquidation Preference"). If, upon the occurrence of
a Liquidation Event, the assets and funds thus distributed among the holders of
the Series E Senior Preferred Stock shall be insufficient to permit the payment
to such Holders of the full Series E Senior 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 E
Senior Preferred Stock in proportion to the aggregate Series E Senior 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.

            (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


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                  (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).

            (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 E Senior 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 E Senior Preferred Stock, in respect of each
share of Series E Senior Preferred Stock held by such Holder, the Series E
Senior 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 E Senior 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 E Senior
Preferred Stock, and (B) if the holders of at least a majority of the
then-outstanding shares of Series E Senior 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 E Senior Preferred Stock at a price per share equal
to the Series E Senior 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 E Senior Preferred Stock,
the Corporation shall redeem a pro rata portion of each Holder's shares of
Series E Senior Preferred Stock. In no event shall a Holder of Series E Senior
Preferred Stock receive more than such Holder would receive if all Holders of
Series E Senior 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) The amount deemed paid or distributed to the holders of capital
stock of the Corporation upon any such merger, consolidation, sale or redemption
shall be the cash or the value of the property, rights or securities paid or
distributed to such holders by the Corporation or the acquiring person, firm or
other entity. The value of such property, rights or securities shall be
determined in good faith by the Board of Directors of the Corporation.


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            (f) 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.

            (g) 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.

      7. Conversion at Option of Holder. At the option of any Holder, any Series
E Senior Preferred Stock held by such Holder may be converted into Common Stock
based on the Conversion Price then in effect for such Series E Senior Preferred
Stock. A Holder may convert Series E Senior 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 E Senior Preferred Stock hereunder shall equal (i) the Stated
Value of such share of Series E Senior 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 E Senior Preferred Stock
through the Conversion Date, divided by the Conversion Price on the Conversion
Date.

            (b) Upon conversion of any share of Series E Senior 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.


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            (c) A Holder shall not be required to deliver the original
certificate(s) evidencing the Series E Senior Preferred Stock being converted in
order to effect a conversion of such Series E Senior 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 E Senior 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 E Senior Preferred Stock.

            (d) The Corporation's obligations to issue and deliver Underlying
Shares upon conversion of Series E Senior 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. Redemption Rights.

            (a) Optional Redemption Right.

                  (i) With respect to any of the Series E Senior Preferred
            Stock, at any time on and after the 36 month anniversary of the
            applicable Original Issue Date, the applicable Holder of Series E
            Senior Preferred Stock, upon 15 Trading Days advance notice (the
            "Redemption Notice") to the Corporation, shall have the right to
            request the Corporation to redeem on the Redemption Date (as defined
            below) all or any portion of such Holder's Series E Senior Preferred
            Stock at a per share price (the "Redemption Price") equal to 100% of
            Stated Value of such shares of Series E Senior Preferred Stock to be
            redeemed plus all accrued but unpaid dividends thereon to the date
            of payment.

                  (ii) The Redemption Notice will specify the effective date of
            the redemption, which must be a Trading Day at least 15 Trading Days
            after the date such notice is delivered (the "Redemption Date"), and
            the entire Redemption Price shall be paid by the Corporation in
            cash.

                  (iii) Upon receipt of payment of the Redemption Price, each
            Holder will deliver the original certificate(s) evidencing the
            Series E Senior Preferred Stock so redeemed to the Corporation,
            unless such Holder is awaiting receipt of a new certificate
            evidencing such shares from the Corporation pursuant to another
            provision hereof. At any time on or prior to the Redemption Date,
            the Holders may convert any or all of the shares of Series E Senior
            Preferred Stock, and the Corporation shall honor any such
            conversions in accordance with the terms hereof.


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            (b) Mandatory Redemption. On the 5 year anniversary of the Original
Issue Date, the Corporation shall redeem all of the Series E Senior Preferred
Stock at a price equal to 100% of the Stated Value of such shares of Series E
Senior Preferred Stock plus all accrued but unpaid dividends thereon to the date
of payment in cash.

      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 E Senior 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 E
Senior Preferred Stock (including such accrued but unpaid dividends thereon),
and (ii) any Underlying Shares issued to such Holder upon conversion of Series E
Senior 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
E Senior 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 E Senior 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. Unless otherwise provided herein, on any matter (other
than, in the case of the Series E Senior 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 E Senior 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 E
Senior 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. Holders of Series E Senior 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.


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      12. Charges, Taxes and Expenses. Issuance of certificates for shares of
Series E Senior Preferred Stock and for Underlying Shares issued on conversion
of (or otherwise in respect of) the Series E Senior 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 E Senior 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 E Senior Preferred Stock or receiving Underlying Shares
in respect of the Series E Senior Preferred Stock.

      13. Replacement Certificates. If any certificate evidencing Series E
Senior 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 E Senior 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.

      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 E Senior 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 E Senior 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.


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            (b) Pro Rata Distributions. If the Corporation, at any time while
Series E Senior 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 E Senior 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 E Senior 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.

            (c) Fundamental Transactions. If, at any time while Series E Senior
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 E Senior 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 E Senior 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:


                                       10

<PAGE>

            (x) the Series E Senior 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

            (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 E
      Senior 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 E Senior Preferred Stock (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.


                                       11

<PAGE>

            (d) Subsequent Equity Sales.

                        (i) If, at any time while any shares of Series E Senior
            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 E Senior
            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.

                        (ii) If, at any time while Series E Senior 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).


                                       12

<PAGE>

                        (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 E Senior 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.

      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 E Senior Preferred Stock (or otherwise in respect of the
Series E Senior 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 4.99% (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.


                                       13

<PAGE>

            (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 E Senior 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 E Senior 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.

      18. Fractional Shares. The Corporation shall not be required to issue or
cause to be issued fractional Underlying Shares on conversion of Series E Senior
Preferred Stock. If any fraction of an Underlying Share would, except for the
provisions of this Section, be issuable upon conversion of Series E Senior
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.


                                       14

<PAGE>

      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 80% of the shares of Series E Senior Preferred Stock then outstanding and
Lead Investor, so long as Lead Investor is the holder of at least 3,000 shares
of Series E Senior Preferred Stock.

            (c) Any of the rights of the Holders of Series E Senior 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 80% of the shares of Series E Senior
Preferred Stock then outstanding and Lead Investor, so long as Lead Investor is
the holder of at least 3,000 shares of Series E Senior 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.


                                       15

<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:


                                       16

<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.


                                       17

<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.


                                       18

<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.


                                       19

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

 "Series F Preferred Stock" means the Series F 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 F 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 E 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).


                                       20

<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.


                                       21

<PAGE>

                                                                       EXHIBIT B

                            FORM OF CONVERSION NOTICE

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

The undersigned hereby elects to convert the number of shares of Series E Senior
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 E Senior Preferred Stock owned
                  prior to Conversion


                  ______________________________________________________________
                  Number of shares of Series E Senior Preferred Stock to be
                  Converted


                  ______________________________________________________________
                  Stated Value of shares of Series E Senior Preferred Stock to
                  be Converted (including _______________ of dividends added
                  under Section 3(b) of the Certificate of Designations and ____
                  added under Section 2(d) of the Registration Rights Agreement)


                  ______________________________________________________________
                  Number of shares of Common Stock to be Issued


                  ______________________________________________________________
                  Applicable Conversion Price


                  ______________________________________________________________
                  Number of shares of Series E Senior Preferred Stock subsequent
                  to Conversion


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


                                       22

<PAGE>

                                                                       EXHIBIT C

                            DIVIDEND ELECTION NOTICE

Reference is made to the Certificate of Designations, Preferences and Rights of
Millennium Biotechnologies Group Inc. for its Series E Senior Convertible
Preferred Stock (the "Certificate of Designations"). In accordance with and
pursuant to the Certificate of Designations, the Company hereby elects to have
accrued and unpaid dividends on the shares of Series E Senior Convertible
Preferred Stock, (the "Preferred Shares"), paid in shares of Common Stock, par
value $0.001 per share (the "Common Stock"), of the Company, as of the date
specified below.

Dividend Date:                                                       ___________

Amount of Dividends to be Paid per Preferred Share:                  ___________

Conversion Price:                                                    ___________

90% arithmetic average of the VWAP for 20 Trading Days
immediately preceding date of Dividend Election Notice               ___________

Number of shares of Common Stock to be issued per Preferred Share:   ___________

Amount of Cash Dividend to be Paid per Preferred Share:              ___________

                                      MILLENNIUM BIOTECHNOLOGIES GROUP INC.


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


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