Consulting Services Agreement-RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT  (this “ Agreement ”) is entered into as of the 3rd day of February, 2010, by and between BioNeutral Group, Inc., a Nevada corporation (the “ Company ”), and Chertoff Group, L.L.C., a Delaware limited liability company (the “ Grantee ”).

WHEREAS, this Agreement evidences an equity award the Company is obligated to grant to Advisor pursuant to that certain Advisory Agreement, dated as of August 26, 2009, by and between the Company and the Advisor, as amended from time to time (the " Advisory Agreement ").

NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Subject to the restrictions and other conditions set forth herein, the Board of Directors of the Company (the “ Board ”) hereby grants to the Grantee on February 3, 2010 (the “ Grant Date ”) the right to receive the Applicable Number of Shares of Common Stock on the Delivery Date to the extent then vested (the “ Restricted Stock Units ”).  For purposes hereof, (i) the “ Applicable Number of Shares of Common Stock ” means the number of shares of Common Stock equal to A divided by B, where A equals $1,384,346.85, and B equals the greater of (x) the Fair Market Value of a share of Common Stock on the Delivery Date and (y) $0.186, and (ii) the “ Delivery Date ” means the earlier to occur of January 2, 2013 and the date that is immediately prior to a Change in Control.

(a)   Normal Vesting .  Except as set forth in Section 2(b) hereof, the Restricted Stock Units shall vest on a cumulative basis as set forth below, subject to the Grantee’s continued service with the Company or any of its affiliates on each applicable vesting date:

For purposes hereof, the term “ Change in Control ” shall mean:

(i)   any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (other than (A) the Company, (B) any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or (C) any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company, becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities;

(ii)   during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any Approved Directors (collectively, the “Incumbent Directors”) cease to constitute a majority of the Board (an “Approved Director” being defined to mean any person whose election to the Board or nomination for election by the Company’s stockholders was approved by a vote of (x) at least two-thirds of the Incumbent Directors or (y) all of the Incumbent  Directors who are directors at the time of such election; provided that any person designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (i), (iii), or (iv) of this definition or a person whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) shall not be considered to be an Approved Director);

(iii)   a merger or consolidation of the Company or a direct or indirect subsidiary of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or the ultimate parent company of the Company (or, in each case, the entity surviving any merger with the Company); provided , however , that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in paragraph (i) of this definition) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or

(iv)   a complete liquidation or dissolution of the Company or the consummation of a sale or disposition of all or substantially all of the assets of the Company and its direct and indirect subsidiaries on a consolidated basis other than the sale or disposition of all or substantially all of such assets to a person or persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the outstanding voting securities of the Company immediately prior to such sale.