Exhibit
10.5
PERSONAL
GUARANTEE OF GUARANTOR
Reference
is made to the 6% Secured Convertible Note, dated November 30,
2007 (the “Note”), of
MILLENNIUM BIOTECHNOLOGIES GROUP, INC. (the
“Company”) to
HARBORVIEW MASTER FUND LP (the
“Holder”). Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Note. This
Guarantee is for the benefit of the Holder with respect to such
Note.
To
induce the Holder to make the loan to the Company contemplated
by the Loan Agreement, the undersigned
MILLENNIUM BIOTECHNOLOGIES, INC. ,
a Delaware corporation (sometimes referred to as the
“Guarantor” or the “Grantor Subsidiary”),
which is a wholly-owned subsidiary of the Company, hereby
unconditionally personally guarantees to the Holder, the timely and
full fulfillment of all of the obligations of the Company under the
Note (the “Note Obligation”) or under any other
obligations which the Company may now have, or at any time in the
future may have, to the Holder (collectively, with the Note
Obligation, the “Obligations”) on the terms provided
herein.
The
guaranty provided by the Guarantor hereby is referred to as
the “Guarantee.”
Guarantor
agrees that the Holder may proceed against Guarantor alone on
account of this Guarantee without any obligation to proceed
against or to exhaust any remedies against the Company or
against any other Party.
The
Guarantor’s obligations to the Holder are secured
pursuant to the terms of that certain Security Interest
Agreement of even date herewith to which the Guarantor is a
party (“Security Interest
Agreement”).
Guarantor
agrees that the Holder may extend or modify the terms of the
Obligations with, or make additional advances to, the Company
without the prior consent of the Guarantor, but the terms of
this Guarantee shall continue to apply to the Obligations as
so extended or modified or increased. Except to the extent
that the Guarantor actually fulfills any of the Obligations,
no Guarantee by the Guarantor or any other guarantor shall
reduce or modify the obligations of the Company or any other
Party hereunder or under any of the Transaction Documents or
any other documents reflecting any of the Obligations. The
Holder is not obligated to proceed against the collateral
described in the Security Interest Agreement of the Company or
in any pledge or similar agreement (howsoever denominated;
each such pledge or similar agreement, a “Pledge
Agreement”) or against any other guarantor providing a
guaranty of all
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