Exhibit 10.10

AMENDED CREDIT FACILITY AGREEMENT

This Amended Credit Agreement is dated for reference August 13th, 2001, and made among MFC MERCHANT BANK S.A., a bank organized under the laws of Switzerland ("Merchant Bank" or "Lender") and MYMETICS CORPORATION (f/k/a/ Ichor Corporation, a corporation organized under the laws of the State of Delaware, as a successor in interest hereunder by assignment and assumption to Hippocampe) ("Borrower").

WHEREAS Merchant Bank and Hippocampe entered into that certain Credit Facility Agreement dated July 27, 2000 (the "Credit Agreement");

WHEREAS on December 29, 2000, all the rights and obligations under the Credit Agreement were assigned to and assumed by Ichor Corporation;

WHEREAS Ichor Corporation changed its name to Mymetics Corporation on July 23, 2001;

WHEREAS Merchant Bank and Lender have agreed to extend the Maturity date of the Credit Agreement between the parties dated July 27, 2000, with six months.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Defined terms not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement and the Assignment Agreement;

2. Extension of Maturity Date. Section 2.1 of the Credit Agreement shall be amended in its entirety as follows:

Section 2.1. The Lender shall make available to the Borrower in accordance with, and subject to the terms and the conditions of this Agreement, until February 28, 2002 (the "Maturity Date"), a revolving term facility in the principal amount of up to Euro 1,300,000 (the "Credit Facility") and made available to the Borrower by way of Advances in accordance with Section 2.2 hereof. The parties also have the intention to extend the Credit Agreement with subsequent six month terms, at the option of Merchant Bank.

All other provisions of the Credit Agreement and the Assignment Agreement shall continue in full force and effect and shall not be modified hereby.

3. Governing Law. This Amendment shall be construed, performed and enforced in accordance with, and governed by, the internal laws of Switzerland, without giving effect to the principles of conflict of law thereof.

4. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, legal representatives and assigns.

5. Counterparts. This Amendment may be executed in counterparts, each of which will be an original and all of which will constitute the same document.

IN WITNESS HEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first written above.

THE BORROWER

MYMETICS CORPORATION

per:  /s/ [illegible]
      ----------------------------------
         Authorized Signing Officer

per:  /s/ [illegible]
      ----------------------------------
         Authorized Signing Officer

THE LENDER

MFC MERCHANT BANK S.A.

per:  /s/ [illegible]
      ----------------------------------
         Authorized Signing Officer

per:  /s/ [illegible]
      ----------------------------------
         Authorized Signing Officer

Exhibit 10.11

SECOND AMENDED CREDIT FACILITY AGREEMENT

This second Amended Credit Agreement is dated for reference February 27, 2002 and made among MFC MERCHANT BANK S.A., a bank organized under the laws of Switzerland ("Merchant Bank" or the "Lender") and MYMETICS CORPORATION (f/k/a Ichor Corporation, a corporation organized under the laws of the State of Delaware, as a successor in interest hereunder by assignment and assumption to Hippocampe) (the "Borrower").

WHEREAS Merchant Bank and the Borrower entered into that certain Credit Facility Agreement dated July 27, 2000 (the "Credit Agreement");

WHEREAS on December 29, 2000, all the rights and obligations under the Credit Agreement were assigned to and assumed by Ichor Corporation;

WHEREAS Ichor Corporation changed its name to Mymetics Corporation on July 23, 2001;

WHEREAS Merchant Bank and the Borrower entered into an Amended Credit Facility Agreement dated August 13, 2001 (the "First Amended Credit Agreement") in order to extend the Maturity Date of the Credit Agreement to February 28, 2002;

WHEREAS on December 27, 2001 the Borrower prepaid Euro 747,300 of the outstanding aggregate principal amount of the Advances made to the Borrower under the Credit Agreement; and

WHEREAS Merchant Bank and the Borrower have agreed to further extend the Maturity Date of the Credit Agreement to August 31 2002 and the Borrower has agreed to provide additional security to Merchant Bank in consideration therefor.

NOW THEREFORE, in consideration of the premises and the covenants contained herein the parties hereto agree as follows:

1. DEFINITIONS. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

2. EXTENSION OF MATURITY DATE. Section 2.1 of the Credit Agreement shall be amendment in its entirety by deleting such section and replacing the same with the following:

SECTION 2.1. CREDIT FACILITY. The Lender shall make available to the Borrower in accordance with, and subject to the terms and the conditions of this Agreement, until August 31, 2002 (the "Maturity Date"), a revolving term facility in the principal amount of up to Euro 1,300,000 (the "Credit Facility") and made available to the Borrower by way of Advances in accordance with Section 2.2 hereof. The Maturity Date may be extended for an additional term of up to six months at the option of the Lender, which option is exercisable in the Lender's sole discretion.

3. REPLACEMENT OF SCHEDULE A. Schedule A to the Credit Agreement shall be amended in its entirety by deleting such schedule and replacing the same with Schedule A attached hereto.

4. CONTINUED PERFECTION AND AGREED RELEASE OF SECURITY. The Borrower shall take such action and execute and deliver to the Lender such agreements, conveyances, deeds and other documents and instruments as the Lender shall reasonably request for the purpose of establishing, perfecting, preserving and protecting the Security and any additional security given to the Lender to secure the Obligations, in each case forthwith upon request therefor by the Lender and in form and substance reasonably satisfactory to the Lender.

5. FULL FORCE AND EFFECT. All the other provisions of the Credit Agreement shall continue in full force and effect and shall not be modified hereby.

6. GOVERNING LAW. This Second Amended Credit Agreement shall be construed, performed and enforced in accordance with, and governed by, the internal laws of Switzerland, without giving effect to the principles of conflict of law thereof.

7. CONSENT TO JURISDICTION.

(1) Each of the parties hereby irrevocably affords to the non-exclusive jurisdiction of the Courts of Geneva (Switzerland) in any action or proceeding arising out of ore relating to this Second Amended Credit Agreement. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(2) Nothing in this Section 7 shall affect the right of the Lender to serve legal process in any other manner permitted by Law or affect the right of the Lender to bring any action or proceeding against the Borrower or its property in the courts or other jurisdictions.

8. ENGLISH VERSION. The parties hereby represent, warrant, acknowledge and agree that: (i) they have agreed that this Second Amended Credit Agreement be drawn upon in the English language; and (ii) the English version of this Second Amended Credit Agreement shall govern for all purposes.

9. SEVERABILITY. If one or more provisions of this Second Amended Credit Agreement be or become invalid, or unenforceable in whole or in part in any jurisdiction, the validity of the remaining provisions of this Second Amended Credit Agreement shall not be affected. The parties hereto undertake to replace any such invalid provision without delay with a valid provision which as nearly as possible duplicates the corporate intent of the invalid provision.

10. SUCCESSORS AND ASSIGNS. This Second Amended Credit Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, legal representatives and assigns.

11. COUNTERPARTS. This Second Amended Credit Agreement may be executed in counterparts, each of which will be an original and all of which will continue the same document.

12. FACSIMILE. The parties hereto agree that this Second Amended Credit Agreement may be transmitted by facsimile or such similar device and that the reproduction of signatures by facsimile or such similar device will be treated as binding as if originals and each party hereto undertakes to provide each and every other party hereto with a copy of the Second Amended Credit Agreement bearing original signatures forthwith upon demand.

THE BORROWER:

MYMETICS CORPORATION

Per: /s/ [illegible]
     -----------------------------
         Authorized Signatory



Per: /s/ [illegible]
     -----------------------------
         Authorized Signatory

THE LENDER:

MFC MERCHANT BANK S.A.

Per: /s/ [illegible]
     -----------------------------
         Authorized Signatory



Per: /s/ [illegible]
     -----------------------------
         Authorized Signatory

APPLICATION NO.         APPLICATION DATE                 PUBLICATION NO.
---------------         ----------------                 ---------------

97/74587                November 17, 1997                2711011

PCT/FR9X02447           November 17, 1998                WO99/25377

99/06528                May 21, 1999                     N/A

PCT/FR00/01399          May 22, 2000                     N/A

01/10910                August 17, 2001                  N/A

01/15423                November 23, 2001                N/A

01/15424                November 29, 2001                N/A

01/36290                December 17, 2001                N/A

US 60/340492            December 18, 2001                N/A

Exhibit 10.12

CREDIT FACILITY AGREEMENT

THIS AMENDED AND RESTATED CREDIT FACILITY AGREEMENT dated for reference the 28th day of February, 2003,

AMONG:

MFC MERCHANT BANK S.A., a bank organized under the laws of Switzerland (hereinafter, the "LENDER")

AND:

MYMETICS CORPORATION, a corporation organized under the laws of the State of Delaware (hereinafter, the "BORROWER")

AND:

MFC BANCORP LTD., a corporation organized under the laws of the Yukon Territory (hereinafter, the "GUARANTOR")

WHEREAS:

A. The Lender agreed to make the Credit Facility available to the Borrower pursuant to and in accordance with the terms of a credit facility agreement entered into between the Lender, the Borrower and the Guarantor dated for reference the 27th day of July, 2000, as amended by amendment agreements dated for reference August 13, 2001, February 27, 2002 and February 28, 2003 (as amended, the "ORIGINAL CREDIT AGREEMENT"); and

B. The Lender, the Borrower and the Guarantor have agreed to execute and deliver this amended and restated credit facility agreement in the place and stead of the Original Credit Agreement,

NOW THEREFORE THIS AGREEMENT WITNESSES that the parties hereto agree as follows:

I. ARTICLE 1 - INTERPRETATION

SECTION 1.1. DEFINITIONS. When used in this agreement (including the recitals and

schedules hereto) (this "AGREEMENT") or in any amendment hereto, the terms listed in Schedule B hereto shall, unless otherwise expressly provided, have the meanings assigned to them therein.

ARTICLE 2 - THE CREDIT FACILITY

SECTION 2.1. CREDIT FACILITY. The Lender shall make available to the Borrower in accordance with, and subject to the terms and conditions of, this Agreement, until August 31, 2003 (the "MATURITY DATE"), a non-revolving term facility in the principal amount of up to Euro 2,800,000 (the "CREDIT FACILITY") and made available to the Borrower by way of Advances in accordance with Section 2.2 hereof. The Maturity Date may be extended for an additional term of up to six months at the option of the Lender, which option is exercisable in the Lender's sole discretion.

SECTION 2.2. THE ADVANCES. On the terms and conditions set forth herein the Lender, from time to time, on any banking day, prior to the Maturity Date, agrees to make advances to the Borrower ("ADVANCES"). Each Advance shall be in an aggregate amount of not less than Euro 50,000 and in integral multiples of Euro 10,000.

SECTION 2.3. MAKING THE ADVANCES. Each Advance shall be made on three banking days' notice. Each such notice shall be given by a borrowing notice in form satisfactory to the Lender (the "BORROWING NOTICE") which shall specify therein (i) the requested date of such Advance; (ii) the aggregate amount of such Advance; and (iii) the Outstanding Amount having given effect to such Advance.

SECTION 2.4. USE OF PROCEEDS. The Borrower shall use all Advances to fund: (i) fees associated with registering and maintaining the registration of the Patents; (ii) operating and research activities until December 31, 2000; and
(iii) working capital and general corporate activities.

ARTICLE 3 - REPAYMENT

SECTION 3.1. PAYMENTS. The Borrower shall pay or repay to the Lender on the Maturity Date all amounts owing under the Credit Facility and not previously paid or repaid hereunder, without set-off, counterclaim or deduction, unless, in the case of set-off, such set-off is specifically acknowledged in writing by the Lender.

SECTION 3.2. INTEREST ON ADVANCES. The Borrower shall pay to the Lender on the first banking day of each calendar month (the "INTEREST PAYMENT DATES"), the first such date falling on October 1, 2000, Interest on the unpaid principal amount of each Advance made to it from the date of such Advance in Euros, until such principal amount shall be repaid in full, at the Interest Rate. Interest shall accrue from day to day and shall be compounded monthly in arrears.

SECTION 3.3. FEES. Provided the Lender is prepared to make Advances to the Borrower up to the amount set forth in Section 2.1 hereof, the Borrower shall pay the Lender on the Closing Date an arrangement fee equal to Euro 130,000 (the "ARRANGEMENT FEE"), whether or not any Advances

are made under this Agreement; provided that the parties hereto may agree in writing to include the Arrangement Fee as an Outstanding Amount, with Interest to be paid thereon in accordance with Section 3.2 hereof and to be repaid in accordance with Section 3.1 hereof.

SECTION 3.4. BORROWER'S RIGHT TO PREPAY THE LOAN. The Borrower may, on ten banking days' prior notice given to the Lender, prepay the outstanding aggregate principal amount of the Advances made to the Borrower under the Credit Facility, in whole or in part, together with accrued Interest to the date of such prepayment on the amount prepaid. Each prepayment shall be in a principal amount of not less than Euro 50,000 and in integral multiples of Euro 10,000 thereafter.

ARTICLE 4 - SECURITY

SECTION 4.1. SECURITY. As general and continuing security for the performance of all Obligations of the Borrower under the Credit Facility Documents, the Borrower shall deliver to the Lender, in form and substance satisfactory to the Lender:

(a) on or prior to the Closing Date, a pledge agreement in the aggregate principal amount of Euro 1,300,000, which agreement shall pledge all existing and future pecuniary claims of the Borrower against third parties;

(b) on or prior to the Closing Date, a pledge agreement in the aggregate principal amount of Euro 1,300,000, which agreement shall pledge the Patents (now existing and hereafter acquired or registered); and

(c) at or prior to the time of completion of the Reorganization, a demand debenture in the aggregate principal amount of Euro 1,300,000 duly created by the Borrower in favour of the Lender, which debenture shall contain a first fixed and specific charge and security interest on the interest of the Borrower in and to all of its property, assets and undertakings and a floating charge on the interest of the Borrower in and to all of its other property, assets and undertakings not otherwise specifically mortgaged and charged under the debenture,

and the Guarantor shall deliver to the Lender, in form and substance satisfactory to the Lender:

(d) on or prior to the Lender making its first Guaranteed Advance, the Guarantee.

On or before the date of the first Guaranteed Advance, the Borrower shall deliver to the Lender amended Security Documents securing an aggregate principal amount of Euro 2,800,000 and from such date forward all references to Euro 1,300,000 in Section 4.1 hereof shall be read as Euro 2,800,000 mutatis mutandis. In addition, as general and continuing security for the performance of all Obligations of the Borrower under the Credit Facility Documents, the Borrower undertakes to pledge to the Lender, until the debenture contemplated in
Section 4.1(c) above is delivered to the Lender, any of its future patents derived from the Patents, in and restricted to the field of human and animal AIDS, each time and as soon as such future patent comes into existence, and to deliver to the Lender a patent pledge agreement in form and substance satisfactory to the Lender; provided that the Lender at the time of entering into each future patent pledge agreement simultaneously

undertakes in writing to the Borrower and any other party designated by the Borrower not to hinder the applications of such future patents in fields other than human and animal AIDS.

SECTION 4.2. CONTINUED PERFECTION AND AGREED RELEASES OF SECURITY. Each of the Borrower and the Guarantor shall take such action and execute and deliver to the Lender such agreements, conveyances, deeds and other documents and instruments as the Lender shall reasonably request for the purpose of establishing, perfecting, preserving and protecting the Security, in each case forthwith upon request therefor by the Lender and in form and substance reasonably satisfactory to the Lender.

ARTICLE 5 - CONDITIONS PRECEDENT TO THE ADVANCES

SECTION 5.1. CONDITIONS PRECEDENT TO THE INITIAL ADVANCE. The obligation of the Lender to make its initial Advance was subject to the fulfillment of: (i) the conditions precedent set forth in Section 5.2; and (ii) the following conditions precedent:

(a) the Lender shall have received, in a form satisfactory to it: (i) copies certified by a senior officer of the Borrower of its Charter Documents, the resolutions of its board of directors approving the Credit Facility Documents to which it is a party and all documents evidencing any necessary corporate action of the Borrower with respect to the Credit Facility Documents to which it is a party; (ii) a certificate of good standing for the Borrower; and (iii) a favourable opinion of Borrower's counsel as to such matters as the Lender may require;

(b) the Credit Facility Documents other than the Guarantee shall have been executed and delivered to the Lender, the Security other than the Security described in Section 4.1(d) hereof shall have been created, and all registrations, filings or recordings necessary or desirable to preserve, protect or perfect the enforceability and priority of such Security shall have been completed, all in such form, content and manner as is satisfactory to the Lender;

(c) all of the representations and warranties of the Borrower contained in Article 6 hereof shall be correct on and as of the Closing Date as though made on and as of such date; and

(d) the Lender shall have received such other documents as it may reasonably request.

SECTION 5.2. CONDITIONS PRECEDENT TO ALL ADVANCES. The obligation of the Lender to make an Advance and the right of the Borrower to deliver a Borrowing Notice shall be subject to the condition precedent that on the date of such Advance and after giving effect thereto and to the application of proceeds therefrom: (i) the representations and warranties of the Borrower contained in Article 6 hereof are true and correct in every material respect on the date of the Advance as if made on and as at such date; (ii) no event has occurred and is continuing, or would result from such Advance, which constitutes or would, with the giving of notice or the passage of time, constitute an Event of Default;
(iii) such Advance will not violate any applicable Law; (iv) there have been no amendments to the Charter Documents or authorizing resolutions of the Borrower, subsequent to those delivered to the Lender pursuant to Section 5.1(a), which are material to the ability of the

Borrower to enter into this Agreement and any of the other Credit Facility Documents to which the Borrower is a party and to perform its obligations hereunder and thereunder; and (v) the Lender shall have received, if requested, such other certificates and documentation as it may reasonably request with respect to the foregoing and opinions from Borrower's counsel updating opinions previously delivered.

SECTION 5.3. CONDITIONS PRECEDENT TO THE INITIAL GUARANTEED ADVANCE. The obligation of the Lender to make its initial Guaranteed Advance shall be subject to the fulfilment of: (i) the conditions precedent set forth in Sections 5.2 and 5.4; and (ii) the following conditions precedent:

(a) the Lender shall have received, in a form satisfactory to it: (i) copies certified by a senior officer of the Guarantor of its Charter Documents, the resolutions of its board of directors approving the Credit Facility Documents to which it is a party and all documents evidencing any necessary corporate action of the Guarantor with respect to the Credit Facility Documents to which it is a party; (ii) a certificate of good standing for the Guarantor; and (iii) a favourable opinion of Guarantor's counsel as to such matters as the Lender may require;

(b) the Guarantee shall have been executed and delivered to the Lender, the Security to be granted pursuant to the Guarantee shall have been created, and all registrations, filings or recordings necessary or desirable to preserve, protect or perfect the enforceability and priority of such Security shall have been completed, all in such form, content and manner as is satisfactory to the Lender;

(c) all of the representations and warranties of the Guarantor contained in Article 6 hereof shall be correct on and as of the date of the initial Guaranteed Advance as though made on and as of such date; and

(d) the Lender shall have received such other documents as it may reasonably request.

SECTION 5.4. CONDITIONS PRECEDENT TO ALL GUARANTEED ADVANCES. The obligation of the Lender to make a Guaranteed Advance and the right of the Borrower to deliver a Borrowing Notice in respect of a Guaranteed Advance shall be subject to the condition precedent that on the date of such Guaranteed Advance and after giving effect thereto and to the application of proceeds therefrom: (i) the representations and warranties of the Guarantor contained in Article 6 hereof are true and correct in every material respect on the date of the Guaranteed Advance as if made on and as at such date; (ii) no event has occurred and is continuing, or would result from such Guaranteed Advance, which constitutes or would, with the giving of notice or the passage of time, constitute an Event of Default; (iii) such Guaranteed Advance will not violate any applicable Law; (iv) there have been no amendments to the Charter Documents or authorizing resolutions of the Guarantor, subsequent to those delivered to the Lender pursuant to Section 5.3(a) which are material to the ability of the Guarantor to enter into this Agreement and any of the other Credit Facility Documents to which the Guarantor is a party and to perform its obligations hereunder and thereunder; and (v) the Lender shall have received, if requested, such other certificates and documentation as it may reasonably request with respect to the foregoing and opinions from Guarantor's counsel updating opinions previously delivered.

ARTICLE 6 - REPRESENTATIONS AND WARRANTIES

SECTION 6.1. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Lender as outlined in Schedule C hereto and the Guarantor represents and warrants to the Lender as outlined in Schedule D hereto.

ARTICLE 7 - COVENANTS OF THE BORROWER

SECTION 7.1. AFFIRMATIVE COVENANTS. Until the Obligations are paid and satisfied in full and this Agreement has been terminated, the Borrower shall (or, if applicable, shall cause the relevant action to take place):

(a) FINANCIAL REPORTING. Deliver to the Lender as soon as available and in any case within 45 days or 90 days after the end of each financial quarter or year, respectively, quarterly and audited annual financial statements of the Borrower,, prepared in accordance with generally accepted accounting principles and certified by a senior officer of the Borrower as being true and correct in all material respects;

(b) CORPORATE EXISTENCE. Preserve and maintain in full force and effect its corporate existence and all qualifications to carry on the Borrower's business;

(c) COMPLIANCE WITH LAWS, ETC. Comply with all applicable Laws, non-compliance with which could have a Material Adverse Effect;

(d) PAYMENT OF TAXES AND CLAIMS. Pay and discharge before the same shall become delinquent: (i) all Taxes, assessments and Official Body charges or levies; and (ii) all lawful claims which, if unpaid, might become a Lien upon or in respect of its business or the Borrower's assets or properties;

(e) VISITATION, INSPECTION, ETC. Permit the Lender or any representative thereof on reasonable notice to visit and inspect the Borrower's business, to examine the Borrower's records and make copies and take extracts therefrom, and to discuss the Borrower's affairs, finances and accounts with the officers of the Borrower at such reasonable times during normal office hours and as often as may be reasonably requested;

(f) NOTICE OF DEFAULT. Promptly notify the Lender in writing of any Default or Event of Default or any default, or event, condition or occurrence which with notice or lapse of time, or both, would constitute a default, under any agreement;

(g) MAINTAIN REGISTRATION OF PATENTS. File all such materials, documents and applications, and take all such actions, as are necessary to maintain the validity and proper registration of the Patents;

(h) MAINTAIN TITLE. Maintain and, as soon as reasonably practicable, defend and take, all action necessary or advisable at any time, and from time to time, to maintain, defend, exercise or renew its right, title and interest in and to all of its property and assets;

(i) PAY OBLIGATIONS TO LENDER AND PERFORM OTHER COVENANTS. Make full and timely payment of its obligations hereunder and duly comply with the terms and covenants contained in each of the Credit Facility Documents, all at the times and places and in the manner set forth therein, and at all times take all action necessary to maintain the Liens provided for under or pursuant to this Agreement and the Security Documents as valid and perfected first Liens on the property intended to be covered thereby (subject only to Permitted Encumbrances);

(j) NOTICES OF OFFICIAL BODY ACTION. Promptly notify the Lender in writing of any notice of any action by any Official Body or any action, suit, proceeding or investigation (or any basis therefor) pending, or to the knowledge of the Borrower threatened, against or affecting the Borrower before any Official Body, where the amount involved exceeds Euro 50,000 or the equivalent amount in another currency;

(k) DEBENTURE. Execute and deliver to the Lender the debenture contemplated in Section 4.1(c) hereof at or prior to the time of completion of the Reorganization;

(l) REORGANIZATION. Complete the Reorganization on or before February 1, 2001 on terms satisfactory to the Lender and furnish the Lender with such evidence of such completion as the Lender may require; and

(m) FURTHER ASSURANCES. At its cost and expense, upon request by the Lender, duly execute and deliver, or cause to be duly executed and delivered, to the Lender, such further instruments and do and cause to be done such other acts as may be necessary or proper in the reasonable opinion of the Lender to carry out more effectually the provisions and purposes of this Agreement and the other Credit Facility Documents.

SECTION 7.2. NEGATIVE COVENANTS. Until the Obligations are paid and satisfied in full and this Agreement has been terminated, the Borrower shall not (or, if applicable, shall not permit the relevant action to take place), unless the Lender otherwise consents in accordance with the provisions of this Agreement:

(a) LIENS. Create, incur, assume or suffer to exist any Lien on any of its property or assets now owned or hereafter acquired other than the Liens created prior to the entering into of this Agreement or Liens created by the Security and any Permitted Encumbrances;

(b) DEBT. Create, incur, assume or suffer to exist, contingently or otherwise, any Debt other than Debt created prior to the entering into of this Agreement or Debt created by this Agreement;

(c) CHANGE IN NATURE OF BUSINESS. Make or permit to exist any change, condition, event or occurrence in or with respect to the nature of its business which when taken individually with all other changes, conditions, events or occurrences could reasonably be expected to have a Material Adverse Effect;

(d) MERGERS, ETC. Enter into or agree to enter into any transaction or series of related transactions (whether by way of reconstruction, reorganization, consolidation, combination, amalgamation, merger, transfer, sale, lease, modification or otherwise),

other than in connection with the Reorganization, whereby: (i) all or substantially all of the Borrower's undertaking, property or assets will become the property of any other person or the continuing corporation resulting therefrom; (ii) all or substantially all of the AIDS Related Intellectual Property Rights will become the property of any other person; (iii) there would be permitted any change in the direct or indirect Control of the Borrower; or (iv) the corporate structure of the Borrower would be modified, changed, altered or amended in any manner;

(e) REORGANIZATION. Complete the Reorganization without taking such action and without executing and delivering to the Lender such agreements, conveyances, deeds and other documents and instruments as the Lender shall request in connection therewith for the purpose of preserving and protecting the Security, in each case forthwith upon request therefor by the Lender and in form and substance satisfactory to the Lender;

(f) DISTRIBUTIONS. Prior to payment in full of all Obligations hereunder, make any payment on account of a redemption or a distribution or return of capital (including, without limitation, cash dividends or any repayment of shareholder loans or distributions) to any shareholder or holder of securities;

(g) USE OF PROCEEDS. Other than repayments of advances to the Borrower by Aralis S.A. in the aggregate amount of FFr. 600,000 used by the Borrower for patent fees and registration and PCT extensions, use the proceeds of any Advance made available to the Borrower hereunder for repayment of any shareholder loans or short-term loans or redemption of any shareholder capital without the prior written consent of the Lender;

(h) SUBSIDIARIES. Create any Subsidiaries or transfer and/or assign any assets or operations to any Subsidiaries; and

(i) AGREEMENTS WITH RELATED PARTIES. Enter into any agreement or arrangement with any person with whom the Borrower does not deal at arm's-length, including any affiliate thereof.

SECTION 7.3. WARRANTS. As part of the Lender's compensation for the services to be performed by it under this Agreement, the Borrower agrees to issue and deliver to the Lender the following share purchase warrants and to execute and deliver warrant certificate(s) setting forth the terms and conditions of the share purchase warrants, which shall be substantially in the form of the warrant certificate attached as Schedule A to the underwriting agreement made between the Borrower and the Lender dated for reference July 24, 2000 (the "UNDERWRITING AGREEMENT"):

(a) WARRANTS TO BE ISSUED ON THE CLOSING DATE ENTITLING THE LENDER TO CONVERT AN AMOUNT EQUAL TO THE MAXIMUM AMOUNT OF EURO 1,300,000 INTO 10% OF THE COMMON SHARES OF THE BORROWER (THE "Common Shares"), CALCULATED ON A POST-REORGANIZATION AND FULLY DILUTED BASIS AND DETERMINED ON THE DATE OF THE COMPLETION OF THE REORGANIZATION (THE "Conversion Rate"), EXERCISABLE AT ANY TIME UP TO AND INCLUDING THE DATE THREE YEARS AFTER THE CLOSING DATE AT A PRICE EQUAL TO EURO 1,170,000/0.10N, WHERE "N" EQUALS THE NUMBER OF COMMON SHARES OUTSTANDING ON THE APPLICABLE CALCULATION DATE, CALCULATED ON THE DATE OF

THE COMPLETION OF THE REORGANIZATION ON A POST-REORGANIZATION AND
FULLY DILUTED BASIS (THE "Conversion Price"); AND

A.

(b) WARRANTS TO BE ISSUED ON THE CLOSING DATE ENTITLING THE LENDER TO CONVERT AN AMOUNT EQUAL TO THE RETAINER FEE OF EURO 90,000 UNDER THE UNDERWRITING AGREEMENT AND THE ARRANGEMENT FEE OF EURO 130,000 AND THE INTEREST UNDER THIS AGREEMENT INTO COMMON SHARES AT THE CONVERSION RATE, EXERCISABLE AT ANY TIME UP TO AND INCLUDING THE DATE THREE YEARS AFTER THE CLOSING DATE AT A PRICE EQUAL TO THE CONVERSION PRICE.

B.

It is understood by the Lender and the Borrower that the issuance and delivery of the share purchase warrants pursuant to Section 5.7 of the Underwriting Agreement satisfies the obligations of the Borrower to issue and deliver the warrants described in this Section 7.3.

ARTICLE 8 - EVENTS OF DEFAULT

SECTION 8.1. EVENTS OF DEFAULT. An event of default ("EVENT OF DEFAULT") shall have occurred and be continuing in respect of the Borrower if:

(a) FAILURE TO MAKE PAYMENTS. The Borrower shall fail to pay any principal, Interest, fees or other amounts hereunder when the same becomes due and payable and in the case of Interest, fees and other amounts, the failure shall remain unremedied for a period of three banking days following notice from the Lender to the Borrower;

(b) REPRESENTATIONS AND WARRANTIES INCORRECT. Any representation or warranty made by the Borrower or the Guarantor herein or in any other Credit Facility Document or any representation, warranty or certification made by the Borrower or the Guarantor (or any of their officers) in any certificate or other writing delivered in connection with any of the Credit Facility Documents, or any representation or warranty deemed to be made by the Borrower or the Guarantor provided herein or therein, shall prove to have been incorrect in any material respect when made or deemed to be made;

(c) FAILURE TO PERFORM NEGATIVE COVENANTS. The Borrower shall fail to observe any of the negative covenants or financial covenants contained in the Credit Facility Documents including, without limitation, in Section 7.2;

(d) FAILURE TO PERFORM OTHER COVENANTS. The Borrower shall fail to perform or observe any other term, covenant or agreement contained in any of the Credit Facility Documents and such failure shall remain unremedied for 15 days;

(e) FAILURE TO PAY DEBTS TO THIRD PARTIES. The Borrower shall fail to pay the principal of or premium or interest on any Debt which is outstanding in an aggregate principal amount in excess of Euro 50,000 (or the equivalent amount in any other currency)

when the same becomes due and payable and such failure shall remain unremedied for a period of five banking days;

(f) EVENT OF BANKRUPTCY. The Borrower shall commit or permit to exist any Event of Bankruptcy in respect of the Borrower;

(g) JUDGMENTS. Any judgment or order for the payment of money in excess of Euro 50,000 (or the equivalent amount in any other currency) in respect of the Borrower shall be rendered against the Borrower and enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed within 10 days;

(h) UNENFORCEABILITY. This Agreement or any Credit Facility Document shall, at any time after execution and delivery, and for any reason (other than in accordance with the respective terms), cease to be in full force and effect or shall be declared to be null and void, or the validity or enforceability of any thereof shall be contested by the Borrower or any other party thereto, or the Borrower or any other such party shall deny that it has any further liability or obligation thereunder;

(i) CHALLENGE TO SECURITY. Any of the Security shall at any time after the execution and delivery of the relevant Security Document and for any reason cease to constitute a valid and subsisting Lien (subject only to Permitted Encumbrances) in respect of the assets and properties referred to therein or cease to rank in priority or in the matter contemplated herein other than by reason of the act or omission of the Lender;

(j) MATERIAL ADVERSE EFFECT. There occurs any change, condition, event or occurrence which, when considered individually or together with all other changes, conditions, events or occurrences could reasonably be expected to have a Material Adverse Effect;

(k) FAILURE TO COMPLETE REORGANIZATION. The Borrower shall terminate, cancel or otherwise not complete the Reorganization on or before February 1, 2001; or

(l) FAILURE TO DELIVER DEBENTURE. The Borrower shall fail to execute and deliver to the Lender the debenture contemplated in Section 4.1(c) hereof at or prior to the time of completion of the Reorganization,

then in any such event, the Lender may by notice to the Borrower: (i) cancel all the obligations of the Lender in respect of the Credit Facility, whereupon no further Advances may be made; (ii) declare the Obligations under this Agreement to be forthwith due and payable, whereupon the same shall become and be forthwith due and payable; and (iii) take all steps and proceedings as, in the opinion of the Lender is necessary or desirable to preserve, protect or enforce the Security.

ARTICLE 9 - MISCELLANEOUS

SECTION 9.1. NOTICES, ETC. Except as otherwise expressly provided herein, all notices, requests, demands, directions and communications by one party to the other shall be sent by hand

delivery or registered mail, and shall be effective when hand delivered or when delivered by the relevant postal service, as the case may be. All such notices shall be addressed to the President of the notified party at its address given on the signature page of this Agreement, or in accordance with any unrevoked written direction from such party to the other party in accordance with this
Section 9.1.

SECTION 9.2. REIMBURSEMENT FOR CERTAIN EXPENSES. (1) The Borrower shall pay or cause to be paid and shall indemnify and save the Lender harmless against liability for the payment of all reasonable out-of-pocket expenses, including without limitation counsel or compliance review fees and expenses and disbursements incurred by the Lender in connection with, among other things, the preparation or review of documentation pursuant to this Agreement, on-site inspections by the Lender or the enforcement or preservation of rights under this Agreement or the other Credit Facility Documents or any agreement or instrument contemplated hereby or thereby, including such expenses as may be incurred by the Lender in the collection of the Obligations or any litigation, proceeding or dispute in any way relating to the Obligations or the Credit Facility Documents.

(2) The parties hereto may agree in writing to include any expenses as an Outstanding Amount, with Interest to be paid thereon in accordance with
Section 3.2 hereof and to be repaid in accordance with Section 3.1 hereof.

SECTION 9.3. NO WAIVER; REMEDIES. No failure on the part of the Lender or the Borrower to exercise, and no delay in exercising, any right under any of the Credit Facility Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right under any of the Credit Facility Documents preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by Law.

SECTION 9.4. TAXES, COSTS, ETC. All payments by the Borrower under this Agreement and the other Credit Facility Documents shall be made free and clear of, and without deduction or withholding for, Taxes unless such Taxes are required by Law to be deducted or withheld. If the Borrower shall be required by Law to deduct or withhold any Taxes from or in respect of any sum payable under this Agreement or the other Credit Facility Documents: (i) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings applicable to additional amounts paid under this Section 9.4, the Lender receives an amount equal to the sum it would have received if no deduction or withholding had been made; (ii) the Borrower shall make such deductions or withholdings; and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable Law.

SECTION 9.5. RIGHT OF SET-OFF. Upon the occurrence and during the continuance of any Event of Default, the Lender shall have the right, to the fullest extent permitted by Law, to set off and apply any and all deposits at any time held and other indebtedness at any time owing by the Lender to or for the credit or the account of the Borrower, against any and all of the obligations of the Borrower now or hereafter existing under any of the Credit Facility Documents.

SECTION 9.6. JUDGMENT CURRENCY. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder to the Lender from Euros (the "ORIGINAL CURRENCY") into the Judgment Currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Lender could purchase the

Original Currency with the Judgment Currency on the banking day preceding that on which final judgment is paid or satisfied.

SECTION 9.7. GOVERNING LAW. The Credit Facility Documents shall be governed by, and construed in accordance with, the laws of Switzerland and shall be treated in all respects as Swiss contracts without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

SECTION 9.8. CONSENT TO JURISDICTION. (1) Each of the parties hereby irrevocably attorns to the non-exclusive jurisdiction of the Courts of Geneva (Switzerland) in any action or proceeding arising out of or relating to this Agreement, or any other Credit Facility Document. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(2) Nothing in this Section 9.8 shall affect the right of the Lender to serve legal process in any other manner permitted by Law or affect the right of the Lender to bring any action or proceeding against the Borrower or its property in the courts of other jurisdictions.

SECTION 9.9. ENGLISH VERSION. The parties hereby represent, warrant, acknowledge and agree that: (i) they have agreed that this Agreement be drawn up in the English language; and (ii) the English version of this Agreement shall govern for all purposes.

SECTION 9.10. SUCCESSORS AND ASSIGNS. The Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lender, which consent may be arbitrarily withheld.

SECTION 9.11. SEVERABILITY. If one or more provisions of this Agreement and/or a Security Document be or become invalid, or unenforceable in whole or in part in any jurisdiction, the validity of the remaining provisions of this Agreement and/or a Security Document shall not be affected. The parties hereto undertake to replace any such invalid provision without delay with a valid provision which as nearly as possible duplicates the economic intent of the invalid provision.

SECTION 9.12. COUNTERPARTS. This Agreement may be executed in counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

THE LENDER

MFC MERCHANT BANK S.A.

Kasernenstrasse 1
9100 Herisau AR

Switzerland                            Per: /s/ Claudio Morandi
                                            ----------------------------------
                                             Authorized Signing Officer

                                       Per: /s/ Peter Hediger
                                            ----------------------------------
                                             Authorized Signing Officer

MYMETICS CORPORATION

50 - 52 Avenue Chanoine Cartellier
69230 Saint-Genis

Laval, France                           Per: /s/ Michael K. Allio
                                            ----------------------------------
                                              Authorized Signing Officer

MFC BANCORP LTD.

Floor 21, Millennium Tower
Handelskai 94-96

A-1200 Vienna, Austria                  Per: /s/ [illegible]
                                            ----------------------------------
                                              Authorized Signing Officer

APPLICATION NO.                             APPLICATION DATE                          PUBLICATION NO.
---------------                             ----------------                          ---------------

97/14387                                    November 17, 1997                         2711011

PCT/FR98/02447                              November 17, 1998                         W099/25377

99/06528                                    May 21, 1999                              N/A

PCT/FR00/01399                              May 22, 2000                              W099/25377

01/10910                                    August 17, 2001                           N/A

01/15423                                    November 29, 2001                         N/A

01/15424                                    November 29, 2001                         N/A

01/16290                                    December 17, 2001                         N/A

US 60/340492                                December 18, 2001                         N/A

N/A                                         N/A                                       EP0453473 B1

US 09/570921                                May 15, 2000                              US 6,455,265

US 09/979271                                January 17, 2002                          N/A

US 60/386754                                June 10, 2002                             N/A

US 10/198938                                July 22, 2002                             N/A

US 60/413919                                July 27, 2002                             N/A

US 10/222976                                August 19, 2002                           N/A

US 60/421049                                September 27, 2002                        N/A

Re: Polypeptide inhibitors                  November 27, 2002                         N/A

Re: Short peptides as potent inhibitors     December 4, 2002                          N/A

SCHEDULE B

DEFINITIONS

"AIDS RELATED INTELLECTUAL PROPERTY RIGHTS" means the Patents and any existing or future related AIDS applications, interests, intellectual property rights, research, studies and technology deriving therefrom or from the AIDS related research of the Borrower;

"BBA" means the British Bankers' Association;

"BBA LIBOR" means the one month Euro London Inter-Bank Offered Rate fixed daily by the BBA;

"CHARTER DOCUMENTS" means constating documents and by-laws, and all amendments thereto;

"CLOSING DATE" means two banking days following satisfaction by the Borrower or waiver by the Lender of all conditions to Advance set out in the Credit Documents or such other date as may be agreed upon by the parties;

"CONSENT" means any permit, license, approval, consent, order, right, certificate, judgment, writ, injunction, award, determination, direction, decree, authorization, franchise, privilege, grant, waiver, exemption and other concession or by-law, rule or regulation;

"CONTROL" over a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or other equity interest, representation on its board of directors or body performing similar functions, by contract or otherwise. The terms "CONTROLLING" and "CONTROLLED" will have corollary meanings;

"CREDIT FACILITY DOCUMENTS" means this Agreement, the Security Documents and the Information Documents and all other documents to be executed and delivered to the Lender or by the Borrower or the Guarantor thereunder;

"DEBT" of any person means: (i) all indebtedness of such person for and in respect of borrowed money, including obligations with respect to bankers' acceptances, letters of credit and letters of guarantee; (ii) all indebtedness of such person for the deferred purchase price of property or services represented by a note or other evidence of indebtedness or other security; (iii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person (even though the rights or remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (iv) all obligations under leases which, in accordance with GAAP (or accounting principles generally accepted in the jurisdiction of incorporation or organization of such person), are recorded as capital leases in respect of which such person is liable as lessee; (v) the aggregate amount at which any shares in the capital of such person which are redeemable or retractable at the option of the holder thereof may be retracted or redeemed; and (vi) all Debt Guaranteed by such person; provided that

obligations related to any grant or subsidy which is to be reimbursed on a revenue or profit success basis are not considered Debt under this definition;

"DEBT GUARANTEED" by any person means the maximum amount which may be outstanding at any time of all Debt of the kind referred to in (i) through (v) or the definition of Debt which is directly or indirectly guaranteed by such person or such person agreed (contingently or otherwise) to purchase or otherwise acquire, or in respect of which such person is otherwise assured a creditor against loss by means of an indemnity, security or bond;

"EVENT OF BANKRUPTCY" means, in respect of any person, that such person shall generally not pay its Debts as such Debts become due, or shall admit in writing its inability to pay its Debts generally as they become due, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against any such person seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding-up, a reorganization, arrangement, adjustment, protection, relief or a composition of it or its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or for the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against such person (but not instituted by such person), either such proceeding shall remain undismissed or unstayed for a period of 30 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against such person or for the appointment of a receiver, trustee, custodian or other similar official for such person or for any substantial part of its property) shall occur; or such person shall take any action to authorize any of the actions set forth above;

"GUARANTEE" means a guarantee to be provided by the Guarantor, in form and content satisfactory to the Lender, in respect of, inter alia, the Borrower's Obligations to the Lender pursuant to this Agreement;

"GUARANTEED ADVANCE" means any Advance the effect of which will be to cause the Outstanding Amount to exceed Euro 2,000,000;

"INFORMATION DOCUMENTS" means, collectively, at any time and in any form, information provided by the Borrower or on behalf of the Borrower, or by the Guarantor or on behalf of the Guarantor, to the Lender in writing in respect of the Borrower's business or the Guarantor's business, including, without limitation, all certificates, the financial statements of the Borrower or the Guarantor and all materials reasonably requested by the Lender for the purpose, inter alia, of providing such information to prospective assignees, all as from time to time amended, supplemented or replaced;

"INTEREST" means the interest accrued on Advances outstanding from time to time at the Interest Rate compounded monthly not in advance, and payable, in arrears, on the Interest Payment Dates;

"INTEREST PERIODS" means, collectively, periods of one month, each subsequent period commencing upon the expiry of the prior period, and "INTEREST PERIOD" means any one such period. Interest shall be calculated on the basis of a year of 360 days and the actual number of days (including the first day but excluding the last day) occurring in the period for which such Interest is payable;

"INTEREST RATE" means, at any time, Libor plus 4% per annum. With each successive Interest Period the Libor shall be reset on the second banking day prior to the commencement of the Interest

Period and there shall be a corresponding change in the rate of interest payable under this Agreement without the necessity of prior notice thereof to the Borrower or any other person;

"JUDGMENT CURRENCY" means the currency in which a court of competent jurisdiction may render judgment in connection with any litigation relating to the repayment of any amounts under this Agreement;

"LAW" means any law (including common law and equity), constitution, statute, order, treaty, regulation, rule, ordinance, order, injunction, writ, judgment, determination, decree or award of any Official Body;

"LIBOR" means BBA Libor or, if no such published rate is then available, the rate of interest calculated by the Lender, as being the arithmetic average
(rounded up, if necessary, to the nearest full multiple of 1/16 of one percent)
at which, in accordance with its normal practice, it would be prepared to offer to leading banks in the London interbank market for delivery on the first day of the particular Interest Period and for a period equal to such Interest Period based on the number of days comprised therein, deposits in Euros of amounts comparable to the Principal Sum or the balance outstanding thereof during such Interest Period, at or prior to 11:00 a.m. London, England, local time on the second banking day prior to an Advance and thereafter on the second banking day prior to the commencement of each subsequent Interest Period;

"LIEN" means any mortgage, pledge, lien, hypothecation, security interest or other encumbrance or charge (whether fixed, floating or otherwise) or title retention, any right of set-off (arising otherwise than by operation of Law) and any deposit of monies under any agreement or arrangement whereby such monies may be withdrawn only upon the fulfillment of any condition as to the discharge of any other indebtedness or other obligation to any creditor, or any right of or arrangement of any kind with any creditor to have its claim satisfied prior to other creditors with or from the proceeds of any properties, assets or revenues of any kind now owned or later acquired;

"MATERIAL ADVERSE EFFECT" means: (i) a material adverse effect on the property or assets of the Borrower and its Subsidiaries taken as a whole; (ii) a material adverse effect on the condition or prospects, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole; (iii) a material adverse effect on the ability of the Borrower to perform and comply with this Agreement or to pay or perform any of the Obligations; (iv) a material adverse effect on the priority, effectiveness or enforceability of the Security; or (v) a material adverse effect on the condition or prospects, financial or otherwise, of the Borrower;

"OBLIGATIONS" means all obligations, liabilities and indebtedness of the Borrower to the Lender with respect to the principal of and Interest on Advances and the payment or performance of all other obligations, liabilities and indebtedness of the Borrower to the Lender under this Agreement or arising under and pursuant to any one or more of the Credit Facility Documents or with respect to the Advances and all fees, costs, expenses and indemnity obligations thereunder;

"OFFICIAL BODY" means any government or political subdivision or any agency (including, without limitation, any licensing or regulatory agency), body, office, authority, bureau, central bank, monetary authority, commission, department or instrumentality thereof, or any court, board, tribunal, grand jury or arbitrator, commission or instrumentality thereof, whether foreign or domestic and, when used in the context of a particular person having jurisdiction over such person;

"OUTSTANDING AMOUNT" means, in respect of the Credit Facility, on any day, an amount calculated and expressed in Euros equal to the aggregate principal amount of all Advances made by the Lender under the Credit Facility;

"PATENTS" means the patents set forth in Schedule A hereto and any existing or future related AIDS applications deriving therefrom or from the AIDS related research of the Borrower;

"PERMITTED ENCUMBRANCES" means, in respect of the Borrower, from time to time, any Lien not intentionally created by the Borrower and covering an asset which the Lender determines (acting reasonably) not to be required for or integral to the operation of the business of the Borrower or the effectiveness or value of the Security, and in respect of which Lien either (i) the same is discharged or
(ii) the Borrower provides the Lender such substituted security as the Lender shall consider satisfactory, in either (i) or (ii) above within 15 days of written notice from the Lender to the Borrower;

"REORGANIZATION" means a reorganization of the Borrower contemplated in the Underwriting Agreement pursuant to which the Borrower may directly or indirectly transfer and/or assign to a new company or an existing "shell" company, in one or a series of related transactions, among other things, the following: (i) the Borrower's rights and obligations under the Underwriting Agreement; (ii) the AIDS Related Intellectual Property Rights; and (iii) certain outsourcing contracts;

"SECURITY" means the security given to the Lender, at any time and from time to time to secure the Obligations, including, without limitation, the security referred to in Section 4.1 of this Agreement;

"SECURITY DOCUMENTS" means the documents referred to in Section 4.1 of this Agreement and the agreements, instruments and documents delivered from time to time to the Lender by the Borrower, the Guarantor or any other person, for the purpose of establishing, perfecting, preserving and protecting the Security; and "SECURITY DOCUMENT" means any one of them as the context prescribes or requires;

"SUBSIDIARY" means, at any time, as to any person, any corporation, partnership or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at such time directly or indirectly owned by such a person; and

"TAXES" means any and all present or future taxes (including, without limitation, all stamp, documentary, excise or property taxes), levies, imposts, deductions, charges or withholdings and liabilities with respect thereto.

SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF THE BORROWER

(a) ORGANIZATION AND CORPORATE POWER. The Borrower has been duly incorporated and organized and is validly subsisting and in good standing under the laws of its jurisdiction and has full corporate right, power and authority to enter into and perform its obligations under each of the Credit Facility Documents to which it is or shall be a party and has full corporate right, power and authority to own and operate its properties and to carry on its business;

(b) CONFLICT WITH OTHER INSTRUMENTS. The execution and delivery by the Borrower of each of the Credit Facility Documents and the performance by the Borrower of its obligations thereunder, including, without limitation, the performance of the terms of the Security Documents, do not and will not: (i) conflict with or result in a breach of any of the terms, conditions or provisions of: (A) the Charter Documents of the Borrower; (B) any Law applicable to or binding on the Borrower; or (C) any contractual restriction binding on or affecting the Borrower or its properties the breach of which would have a Material Adverse Effect; or (ii) result in, or require or permit: (A) the imposition of any Lien on or with respect to the properties now owned or hereafter acquired by the Borrower; or (B) the acceleration of the maturity of any Debt of the Borrower, under any contractual provision binding on or affecting the Borrower;

(c) CONSENTS, OFFICIAL BODY APPROVALS. The execution and delivery of each of the Credit Facility Documents and the performance by the Borrower of its obligations thereunder have been duly authorized by all necessary action on the part of the Borrower, and no Consent under any applicable Law and no registration, qualification, designation, declaration or filing with any Official Body having jurisdiction over the Borrower is or was necessary therefor. The Borrower possesses all Consents, in full force and effect, under any applicable Law which are necessary in connection with the operation of its business, the non-possession of which could reasonably be expected to have a Material Adverse Effect;

(d) EXECUTION OF BINDING OBLIGATION. The Agreement has been duly executed and delivered by the Borrower, and the Agreement constitutes, and the remaining Credit Facility Documents when duly executed by the Borrower pursuant to the Agreement and delivered for value will constitute, legal, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms; against it in accordance with their respective terms;

(e) NO LITIGATION. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, after due enquiry, threatened against or affecting the Borrower

(nor, to the knowledge of the Borrower, after due enquiry, any basis therefor) before any Official Body having jurisdiction over the Borrower which purport to or do challenge the validity or propriety of the transactions contemplated by the Credit Facility Documents or the documents, instruments or agreements executed and delivered in connection therewith or related thereto, which if adversely determined could reasonably be expected to have a Material Adverse Effect;

(f) NO DEFAULTS. The Borrower is not in breach of or in default under, in any respect: (i) its Charter Documents; (ii) any applicable Law; (iii) any contract or agreement binding on or affecting it or its property or assets (including, without limitation, the Credit Facility Documents); (iv) any material indenture, mortgage, deed of trust; or
(v) any writ, judgment, determination or award binding on it or affecting it where such breach or defect could, in the case of (ii),
(iii), (iv) or (v) above, have a Material Adverse Effect;

(g) INFORMATION DOCUMENTS. The information contained in the Information Documents is true and accurate in all material respects and does not contain any untrue statement of a material fact. The Information Documents do not omit to state any fact necessary in order to make any of the information contained in the Information Documents not misleading in all material respects;

(h) MATERIAL CHANGES. No changes occurred or are continuing in respect of the financial condition of the Borrower from that set out in the most recently delivered financial statements of the Borrower which could have a Material Adverse Effect; and no Law, regulation, rule or policy, or any change therein, has been enacted or proposed prior to the Closing Date which may have a Material Adverse Effect;

(i) PATENTS. To the best of the Corporation's knowledge, all necessary patent applications in respect of the Patents have been duly filed and the Corporation has good and valid title to the patents, and the Corporation did not disclose to the public the existence of the subject matter of any of the patents prior to the date of filing of each of the Patents;

(j) TITLE TO ASSETS. The Borrower has good and marketable title to all of its properties and assets, and the Security will constitute a first charge on the legal and beneficial interests of the Borrower in and to all such properties and assets, subject only to such Liens as are described in Section 7.2(a) of the Agreement and the Permitted Encumbrances;

(k) ABSENCE OF CHANGES. Since the date of the most recently delivered financial statements of the Borrower, the Borrower has carried on its business, operations and affairs only in the ordinary and normal course consistent with past practice; and

(l) SUBSIDIARIES. The Borrower has no Subsidiaries.

SCHEDULE D

REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR

(a) ORGANIZATION AND CORPORATE POWER. The Guarantor has been duly incorporated and organized and is validly subsisting and in good standing under the laws of its jurisdiction and has full corporate right, power and authority to enter into and perform its obligations under each of the Credit Facility Documents to which it is or shall be a party and has full corporate right, power and authority to own and operate its properties and to carry on its business;

(b) CONFLICT WITH OTHER INSTRUMENTS. The execution and delivery by the Guarantor of the Credit Facility Documents to which it is a party and the performance by each of its obligations thereunder, including, without limitation, the performance of the terms of the Security Documents, do not and will not: (i) conflict with or result in a breach of any of the terms, conditions or provisions of: (A) its Charter Documents; (B) any Law applicable to or binding on the Guarantor; or
(C) any contractual restriction binding on or affecting the Guarantor or its property the breach of which would have a Material Adverse Effect; or (ii) result in, or require or permit: (A) the imposition of any Lien on or with respect to the properties now owned or hereafter acquired by the Guarantor; or (B) the acceleration of the maturity of any Debt of the Guarantor, under any contractual provision binding on or affecting the Guarantor which would have a Material Adverse Effect;

(c) CONSENTS, OFFICIAL BODY APPROVALS. The execution and delivery of each of the Credit Facility Documents to which it is a party and the performance by the Guarantor of its obligations thereunder have been duly authorized by all necessary action on the part of the Guarantor, and no Consent under any applicable Law and no registration, qualification, designation, declaration or filing with any Official Body having jurisdiction over the Guarantor is or was necessary therefor; and

(d) EXECUTION OF BINDING OBLIGATION. The Agreement has been duly executed and delivered by the Guarantor, and the Agreement constitutes, and the remaining Credit Facility Documents to which the Guarantor is a party when duly executed by the Guarantor pursuant to the Agreement and delivered for value will constitute, legal, valid and binding obligations of the Guarantor, enforceable against it in accordance with their respective terms.

Exhibit 10.13

GUARANTEE

THIS DEED OF GUARANTEE dated for reference the 28th day of February, 2003, by MFC BANCORP LTD., a corporation organized under the laws of the Yukon Territory (the "Guarantor"), having an office at Suite 300 - 204 Black Street, Whitehorse, Yukon, Canada Y1A 2M9, and delivered to MFC MERCHANT BANK S.A., a bank organized under the laws of Switzerland, having an office at Kasernenstrasse 1, 9100 Herisau AR, Switzerland (the "Lender"), witnesses that whereas:

A. Mymetics Corporation, a corporation organized under the laws of the State of Delaware, having an office at 50-52 Avenue Chanoine Cartellier, 69230 Saint-Genis-Laval, France (the "Borrower"), entered into a credit facility agreement with the Lender dated for reference the 27th day of July, 2000, as amended by amendment agreements dated for reference August 13, 2001 and February 27, 2002 (the "Original Credit Agreement");

B. The Guarantor, having a direct or indirect interest in the financial transactions between the Lender and the Borrower, wishes the Lender to carry on or continue to carry on business with the Borrower;

C. The Lender, the Borrower and the Guarantor entered into a third amendment agreement dated for reference February 28, 2003 (the "Third Amendment") and subsequently an amended and restated credit facility agreement dated for reference February 28, 2003, in the place and stead of the Original Credit Agreement as amended by the Third Amendment (as the same may be amended, extended, renewed or replaced from time to time, the "Credit Agreement");

D. The Guarantor has agreed, pursuant to the terms and conditions of this guarantee, to guarantee unconditionally a portion of the indebtedness of the Borrower to the Lender, which now exists or which from time to time hereafter exists under the Credit Agreement, limited to the principal amount of such indebtedness in excess of Euro 2,000,000 and all interest thereon (the "Guaranteed Indebtedness"); and

E. The Guarantor is a party to and acknowledges having received a copy of the Credit Agreement,

NOW THEREFORE in consideration of the premises hereinafter set forth and for other good and valuable consideration given by the Lender to the Guarantor, the receipt and sufficiency of which is hereby acknowledged by the Guarantor, the Guarantor agrees with the Lender as follows:

1. INTERPRETATION

Terms used as defined terms herein and not otherwise defined have the meanings given to them in the Credit Agreement.

2. REPRESENTATIONS AND WARRANTIES

The Guarantor makes the following representations and warranties which shall be continuing representations and warranties for so long as any Guaranteed Indebtedness shall remain unpaid:

2.1 RIGHTS

The Guarantor has full power and authority to make and carry out this guarantee.

2.2 GUARANTEE VALID

This guarantee is a legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms. If the Guarantor is a corporation, the directors of the Guarantor have passed a resolution which is now in effect and which confirms that the directors of the Guarantor are of the opinion that the giving of this guarantee is in the best interests of the Guarantor.

2.3 NO CONFLICT

The execution and delivery of this guarantee does not, and the performance of this guarantee, and any indenture or undertaking to which the Guarantor is a party or by which it or any of its property is or may be bound or affected, does not, and will not, cause any security interest, lien or other encumbrance to be created or imposed upon any such property.

2.4 LITIGATION

There is no litigation or other proceeding pending or, to the knowledge of the Guarantor, threatened against, or affecting, it or its properties which, if determined adversely to the Guarantor, would have a materially adverse effect on the financial condition, properties or operations of the Guarantor, and the Guarantor is not in default with respect to any order, writ, injunction, decree or demand of any court or other governmental or regulatory authority.

2.5 ACCURACY OF RECITALS

Recital paragraphs A, B, C, D and E hereof are accurate, form part of this guarantee and are contractual in nature.

2.6 FINANCIAL BENEFIT

The Guarantor hereby acknowledges and warrants that it has derived or expects to derive a financial advantage from each and every loan, advance, other extension of credit or release of funds under the Credit Agreement, and from each and every renewal, extension, release of collateral or forbearance from pursuit or other relinquishment of legal rights, made or granted or to be made or granted by the Lender to the Borrower.

2.7 SOLVENCY

The Guarantor is not, and after the granting of this guarantee will not be, insolvent.

3. GUARANTEE

3.1 GUARANTEE

The Guarantor unconditionally guarantees and promises to pay or cause to be paid to or to the order of the Lender, on demand, the Guaranteed Indebtedness of the Borrower to the Lender in accordance with the provisions of this guarantee with interest thereon from the date of demand for payment until the date of payment at the rate of interest payable thereon by the Borrower pursuant to the Credit Agreement. The Guarantor covenants, agrees, represents and warrants as follows:

(a) the Guarantor acknowledges that the Lender may demand payment under this guarantee for and on behalf of the Lender and enter into renewals, compromises or extensions; and

(b) the Guarantor acknowledges that all sums due, accruing due or arising due under this guarantee shall be secured by the Credit Facility Documents granted by the Guarantor to and in favour of the Lender and the Guarantor shall not dispute the Lender's entitlement or authority to exercise its powers thereunder.

3.2 CONTINUING GUARANTEE

This is a continuing guarantee and this guarantee shall not be determined or affected by, and the Lender's rights hereunder shall not be prejudiced by, any of the death, the bankruptcy or reorganization, the loss or diminution of capacity or winding-up or dissolution of the Borrower, the Guarantor or any person or persons who is or are or shall become responsible in any way for payment of the Guaranteed Indebtedness or any part thereof, or by any change in the name, structure, memorandum, letters patent, articles, organization or management of the Borrower or the Guarantor. If the Borrower shall amalgamate or otherwise merge with one or more other corporations, this guarantee shall continue and apply to all Guaranteed Indebtedness owing to the Lender by the corporation continuing from amalgamation or merger.

3.3 NATURE OF GUARANTEE

The liability of the Guarantor hereunder is independent of the obligations of the Borrower and a separate action or separate actions may be brought and prosecuted against the Guarantor whether such action is brought or prosecuted against the Borrower or whether the Borrower is joined in any such action or actions. The liability of the Guarantor hereunder is independent of and not in consideration of or contingent upon the liability of any other person (including any other party comprising the Guarantor if more than one party executes this instrument as Guarantor) under this or any similar instrument and the

release of, or cancellation by, any signer of this or any similar instrument shall not act to release or otherwise affect the liability of the Guarantor hereunder. The Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof to the fullest extent permitted by law. Any part payment by the Borrower or other circumstance which operates to toll any statute of limitations as to the Borrower shall operate to toll any statute of limitations as to the Guarantor.

3.4 GUARANTOR OBLIGATIONS

For greater certainty it is hereby declared and acknowledged by the Guarantor to be the intention of the Lender, the Borrower and the Guarantor that this guarantee shall be construed so as to impose the like obligation upon the Guarantor as if the Guarantor had covenanted as principal, jointly and severally with the Borrower, to be directly responsible for and to pay the Guaranteed Indebtedness; provided that nothing in this section 3.4 characterizing the liability of the Guarantor as that of a principal debtor is intended nor should be interpreted to confer on the Guarantor any right, benefit or advantage that the Guarantor would not otherwise have in the absence of this section 3.4.

3.5 TERMS OF PAYMENT

In implementation of the foregoing,

(a) the Guarantor guarantees that the Guaranteed Indebtedness will be paid to the Lender strictly in accordance with the terms and provisions of any agreement, express or implied, which has been made or may hereafter be made by the Borrower, regardless of any law, regulation or decree, now or hereafter in effect, which might in any manner affect any of the terms or provisions of any such agreement or rights of the Lender as against the Borrower with respect to any of the Guaranteed Indebtedness or cause or permit to be invoked, any alteration in the time, amount or manner of payment by the Borrower of any of the Guaranteed Indebtedness; and

(b) in each instance when the Borrower shall have agreed, relative to any of the Guaranteed Indebtedness hereby guaranteed, to pay or provide the Lender with any amount of money, if such amount is not actually paid or provided as and when agreed or within such time as the Lender deems reasonable, the Guarantor will, upon request, and as the Lender may elect, pay or provide the amount in the exact currency and place as agreed by the Borrower.

All such payments shall be made without set-off or counterclaim and free and clear of, and without deduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings or restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, calculated, withheld or assessed by any country or any political subdivision or taxing authority thereof.

3.6 LENDER'S RECORDS CONCLUSIVE

The statement in writing of an officer of the Lender given from time to time of the amount of the Guaranteed Indebtedness existing at the relevant time shall be binding on and conclusive against the Guarantor.

3.7 AUTHORIZATION

The Guarantor authorizes the Lender without notice or demand and without affecting the liability of the Guarantor hereunder, from time to time, to do any one or more of the following:

(a) renew, compromise, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of, the Guaranteed Indebtedness or any part thereof, including increasing or decreasing the rate of interest payable thereon by the Borrower;

(b) take and hold security for the payment of this guarantee or the Guaranteed Indebtedness or any part thereof, and exchange, enforce, waive or release any such security and apply any such security and direct the order or manner of sale thereof, all as the Lender in its discretion may determine;

(c) release or substitute any one or more endorsers, guarantors and/or other obligors of this guarantee or the Guaranteed Indebtedness or any part thereof;

(d) grant any other indulgence to the Borrower, the Guarantor or any other person in respect of the Guaranteed Indebtedness or any other part thereof, or any instrument representing or relating thereto and to compromise and settle with all or any of such persons as the Lender shall see fit; and

(e) otherwise amend, supplement, modify, vary or otherwise change any of the terms or conditions of the Credit Agreement or any of the Credit Facility Documents in any manner whatsoever,

provided that any such action that would require the amendment of an agreement or document to which the Guarantor is a party will require the execution and delivery by the Guarantor of an instrument in writing providing for such amendment. None of the foregoing actions set out in subsections 3.7(a) through (e) hereof shall in any way lessen, limit or otherwise affect the obligations or liability of the Guarantor under this guarantee, regardless of whether any such action has the effect of increasing, expanding or otherwise affecting the nature, effect, term or scope of the Guaranteed Indebtedness hereunder.

3.8 SECURITY

This guarantee and the agreements of the Guarantor herein contained shall take effect and shall be and are hereby declared to be binding upon the Guarantor notwithstanding any defect in or omission from any securities instrument under which the Lender has taken or may hereafter take any security for the Guaranteed Indebtedness or any part thereof,

or

any non-registration or non-filing or defective registration or filing thereof and notwithstanding any failure or diminution of the security intended to be created thereby. The Guarantor hereby further agrees:

(a) that neither any amendment to, release of, nor any loss of or in respect of, any security received by the Lender from the Borrower or anyone else, whether occasioned through the fault of the Lender or otherwise shall discharge (pro tanto or otherwise), limit or diminish the liability of the Guarantor under this guarantee; and

(b) that the Lender may take securities from and give the same up to, may abstain from taking securities from or from perfecting securities of, may accept compositions from, and may otherwise deal with, the Borrower and all other persons (including the Guarantor) as the Lender may see fit.

         The Guarantor waives the right to require the Lender to proceed against
         the Borrower or any other person, to proceed against or to endeavour to
         enforce or exhaust any security held from the Borrower or anyone else,
         or to pursue any other remedy in the Lender's power whatsoever and the
         Guarantor waives any right the Guarantor may have to require the
         property of the Borrower to be applied to the discharge of the
         Guaranteed Indebtedness before being entitled to payment of the
         Guaranteed Indebtedness from the Guarantor. The Lender may, at its
         election, exercise any right or remedy it may have against the Borrower
         or any security held by the Lender, including, without limitation, the
         right to foreclosure upon any such security or to exercise any power of
         sale without affecting or impairing in any way the liability of the
         Guarantor hereunder, and the Guarantor waives any defence arising out
         of absence, impairment or loss of any right of reimbursement,
         contribution or subrogation or any other right or remedy of the
         Guarantor against the Borrower, or any such security, whether resulting
         from such election or exercise of rights or remedies by the Lender, or
         otherwise. The Guarantor waives any defence arising by reason of the
         cessation from any cause whatsoever of the liability, either in whole
         or in part, of the Borrower to the Lender for the Guaranteed
         Indebtedness or any part thereof. Without limiting any of the foregoing
         or section 3.10, the Guarantor also waives all right to question in any
         way the Lender's present or future method of dealing with the Borrower
         or any person or persons now or hereafter liable to the Lender for the
         Guaranteed Indebtedness or any part thereof, or with any security now
         or hereafter held by the Lender or with any property covered by such
         security, including any rights under so-called "seize or sue"
         legislation.

3.10     ADDITIONAL WAIVERS AND DEFERRAL OF SUBROGATION

         Until all of the Guaranteed Indebtedness has been paid in full,
         including such part thereof as shall exceed the limit, if any, of
         liability of the Guarantor hereunder:

         (a) the Guarantor shall have no right of subrogation to, and waives any
         right to enforce, any remedy which the Lender now has or may hereafter
         have against the Borrower in respect of the Guaranteed Indebtedness;
         and

         (b) the Guarantor waives any benefit of, and any right to participate
         in, any security, whether over real or personal property or otherwise,
         now or hereafter held by the Lender for the Guaranteed Indebtedness, or
         any part thereof.

         The Guarantor waives all presentments, demands for performance, notices
         of non-performance, protests, notices of protest, notices of dishonour
         and notices of acceptance of this guarantee and of the existence,
         creation or incurring of new or additional Guaranteed Indebtedness of
         the Borrower to the Lender. The Guarantor also waives the benefit of
         any rights to receive a copy of any financing statement or financing
         change statement registered by the Lender. The Guarantor also waives
         the benefit of any rights of division. The Guarantor assumes the
         responsibility for being informed and keeping itself informed of the
         financial condition of the Borrower, the level of the Guaranteed
         Indebtedness which diligent inquiry would reveal and of all other
         circumstances bearing upon the risk of non-payment of the Guaranteed
         Indebtedness and agrees that the Lender shall have no duty to advise
         the Guarantor of information now or hereafter known to it regarding
         such financial condition or any such circumstances.

3.11     POWERS OF BORROWER

         Where the Borrower is a corporation, partnership or other organization,
         it is not necessary for the Lender to inquire into the powers of the
         Borrower or the officers, directors, partners, trustees or agents
         acting or purporting to act on behalf of the Borrower and any
         Guaranteed Indebtedness made or created in reliance upon the
         professional exercise of such powers shall form part of the Guaranteed
         Indebtedness even though such indebtedness is or was irregularly,
         fraudulently, defectively or informally made or created by or in excess
         of the powers of the Borrower or of any of its officers, directors,
         partners, trustees or agents and notwithstanding that the Lender has
         specific notice of any limitation on any of the powers of the Borrower
         or any of its officers, directors, partners, trustees or agents.

3.12     BANKRUPTCY AND DISSOLUTION

         Upon the bankruptcy of the Borrower, or where the Borrower is a
         corporation, upon the dissolution, winding up or other distribution of
         assets of the Borrower or of any surety or guarantor for any of the
         Guaranteed Indebtedness or any part thereof, the Lender's rights shall
         not be affected or impaired by any omission by the Lender to prove its
         claim or to prove its full claim and the Lender may prove or not prove
         such claim as it sees fit and may refrain from valuing any security
         held by the Lender without in any way releasing, reducing, or otherwise
         affecting the liability to the Lender of the Guarantor and until all of
         the Guaranteed Indebtedness has been fully paid, the Lender shall have
         the right to include in its claim the amount of all sums paid by the
         Guarantor under this guarantee and to prove and rank for and receive
         dividends in respect of such claim, any and all right of the Guarantor
         to prove and rank for such sums paid by the Guarantor and to receive
         the full amount of all dividends in respect thereof being hereby
         assigned and transferred to the Lender. All dividends, compositions,
         and money received by the Lender from the Borrower, the Guarantor or
         any other person or estate that is capable of being applied by the
         Lender in reduction of the Guaranteed Indebtedness shall be regarded
         for all purposes

         as payments in gross, and the Lender shall be entitled to prove in
         respect of the whole of the Guaranteed Indebtedness against the
         Borrower or the estate of the Borrower, as the case may be, upon the
         bankruptcy, dissolution, winding up or other distribution of assets of
         the Borrower.

3.13     INDEMNITY

         The Guarantor hereby covenants and agrees, as a separate obligation to
         the guarantee provided herein, to indemnify and save harmless the
         Lender from and against that portion of all losses, damages, costs and
         expenses in excess of Euro 2,000,000 which the Lender may sustain,
         incur or become liable for by reason of:

         (a)      the failure, for any reason whatsoever, of the Borrower to pay
                  any amounts expressed to be payable pursuant to the provisions
                  of the Credit Agreement in excess of Euro 2,000,000,
                  regardless of whether the Borrower's obligation to pay such
                  amounts is valid or enforceable against the Borrower;

         (b)      the failure, for any reason whatsoever, of the Borrower to
                  perform any other obligation under the Credit Agreement, the
                  Credit Facility Documents or any other security for the Credit
                  Facility; or

         (c)      any act, action or proceeding of or by the Borrower for or in
                  connection with the recovery of such amounts or the
                  performance of such obligations.


4.       MISCELLANEOUS

4.1      SURVIVAL OF WARRANTIES

         All agreements, representations and warranties made herein shall
         survive the execution and delivery of this guarantee.

4.2      FAILURE OR INDULGENCE NOT WAIVER

         No failure or delay on the part of the Lender in the exercise of any
         power, right or privilege hereunder shall operate as a waiver thereof,
         nor shall any single or partial exercise by the Lender of any such
         power, right or privilege preclude any other or further exercise of any
         such power, right or privilege. All powers, rights and privileges of
         the Lender are cumulative to, and not exclusive of, any powers, rights
         or privileges otherwise available.

4.3      MODIFICATION OF GUARANTEE

         No alteration, modification or waiver of this guarantee or any of its
         terms, provisions or conditions shall be binding on the Lender unless
         made in writing over the signature of a duly authorized officer of the
         Lender.

4.4      GOVERNING LAW

         This Agreement shall be construed, performed and enforced in accordance
         with, and governed by, the internal laws of Switzerland, without giving
         effect to the principles of conflict of law thereof.

4.5      ENTIRE AGREEMENT

         Upon the execution and delivery by the Guarantor to the Lender of this
         guarantee, the guarantee shall be deemed to be finally and
         unconditionally executed and delivered by the Guarantor and shall not
         be subject to or affected by any promise or condition affecting or
         limiting the liability of the Guarantor except as expressly set forth
         herein. No statement, representation, agreement or promise on the part
         of the Lender or any officer, employee or agent thereof unless
         expressly stated herein forms any part of this guarantee or has induced
         the making hereof or shall be deemed to affect the Guarantor's
         liability hereunder. There are no agreements, promises,
         representations, warranties, or other statements, express or implied,
         made by or on behalf of the Guarantor which are collateral hereto.

4.6      SEVERABILITY

         In case any provision in this guarantee shall be invalid, illegal or
         unenforceable, such provision shall be severable from the remainder of
         this guarantee and the validity, legality and enforceability of the
         remaining provisions shall not in any way be affected or impaired
         thereby.

4.7      ENUREMENT AND ASSIGNABILITY

         This guarantee shall be binding upon the Guarantor and its successors
         and assigns and shall enure to the benefit of the Lender and its
         successors and assigns. The Lender may assign this guarantee or any of
         its rights and powers hereunder without notice and free of all
         equities, with respect to all or any of the Guaranteed Indebtedness and
         in such event the assignee and further assignees shall have the same
         rights and remedies as if originally named herein in place of the
         Lender, free of all intervening equities.

4.8      MULTIPLE GUARANTORS

         If more than one party executes this instrument as Guarantor, then the
         provisions hereof shall be read with all grammatical changes thereby
         rendered necessary and each reference to the Guarantor shall include
         each and every one of them severally, all representations, warranties,
         covenants and agreements of the Guarantor herein shall be deemed to be
         joint and several representations, warranties, covenants and agreements
         of each such party, and any notice shall be deemed to have been given
         to each party comprising the Guarantor when such notice is first given
         to any such parties.

4.9      HEADINGS

         Headings of the articles and sections of this guarantee are inserted
         for convenience only and shall not be deemed to constitute a part
         hereof or considered in its interpretation.

4.10     TIME OF THE ESSENCE

         Time shall be of the essence hereof.

4.11     EXPENSES AND FEES

         The Guarantor hereby agrees to be responsible for and to pay all costs
         and expenses, including, without limitation, all fees and disbursements
         of accountants, lawyers and other advisors and consultants which are
         incurred by the Lender in connection with the creation, execution and
         delivery, administration and enforcement of this guarantee and the
         collection of the Guaranteed Indebtedness or any part thereof, whether
         such collection be from the Borrower or from the Guarantor or anyone
         else.

4.12     ASSIGNMENT AND POSTPONEMENT

         All debts and liabilities of every nature and kind, whether now or
         hereafter in existence, of the Borrower to the Guarantor and all
         security therefor (the "Subject Indebtedness") are hereby assigned and
         transferred to the Lender as continuing collateral security for the
         obligations of the Guarantor hereunder. The Guarantor shall not assign
         the Subject Indebtedness or any part thereof to any person other than
         the Lender. The Subject Indebtedness shall be held in trust by the
         Guarantor for the Lender and shall be collected, enforced or approved
         subject to and for the purpose of this guarantee and any payments
         received by the Guarantor in respect thereof shall be segregated from
         other funds and property held by the Guarantor and forthwith paid over
         to the Lender on account of the Subject Indebtedness. The Lender shall
         be entitled to receive payment of the Guaranteed Indebtedness in full
         before the Guarantor shall be entitled to receive any payment on
         account of the Subject Indebtedness. The Subject Indebtedness shall not
         be released or withdrawn by the Guarantor unless the Lender's written
         consent to such release or withdrawal is first obtained and the
         Guarantor shall not permit the prescription of the Subject Indebtedness
         by any statute of limitations or ask for or obtain any security or
         negotiable paper for or other evidence of the Subject Indebtedness
         except for the purpose of delivering the same to the Lender.

4.13     GUARANTOR NOT TO TAKE SECURITY

         Without the prior written consent of the Lender, the Guarantor will not
         take or hold security from the Borrower for any purpose. The Guarantor
         agrees that any security from time to time held by the Guarantor,
         whether or not with the consent of the Lender, and all proceeds of such
         security, shall be held in trust for the Lender and dealt with as
         directed by the Lender.

4.14     INTERPRETATION

         Wherever the singular or masculine or neuter is used herein, the same
         shall be construed as meaning the plural or the feminine or body
         corporate or vice-versa, where the context or the parties hereto so
         require.

4.15     GUARANTEE NOT IN SUBSTITUTION

         This guarantee is in addition to and not in substitution for any other
         guarantee or other security held or which may hereafter be held by the
         Lender.

4.16     FURTHER ASSURANCES

         The Guarantor agrees to promptly do all such further acts, and promptly
         execute and deliver all such further documents, as the Lender may
         consider necessary or advisable for the purpose of giving effect to or
         carrying out the provisions and intent of this guarantee.

4.17     COPY OF GUARANTEE

         The Guarantor acknowledges receipt of a copy of this guarantee.

4.18     COUNTERPARTS

         This guarantee may be executed in several parts in the same form and
         such parts as so executed shall together constitute one original
         document, and such parts, if more than one, shall be read together and
         construed as if all the signing parties had executed one copy of the
         said guarantee.

IN WITNESS WHEREOF the Guarantor has caused this guarantee to be duly executed under seal, in the case of a corporation by its duly authorized officer or officers, as of the date first written above.

MFC BANCORP LTD.

By: /s/ [illegible]
    ----------------------------------------

Name:                                                       c/s
      --------------------------------------

Title:
       -------------------------------------

This is page 11 of a Deed of Guarantee by MFC Bancorp Ltd.
in favour of MFC Merchant Bank S.A. dated for reference the 28th day of February, 2003.

Exhibit 10.21

FIRST AMENDMENT
TO
CONSULTING AGREEMENT

This First Amendment (this "AMENDMENT") is entered into this 21st day of August, 2002 between Mymetics Corporation, a Delaware corporation (the "COMPANY"), and Michael Allio, an individual resident of Rhode Island (the "CONSULTANT").

PREAMBLE

The parties entered into that certain Consulting Agreement (the "AGREEMENT") dated as of August 31, 2001. The Company and the Consultant are desirous of amending the Agreement in accordance with the provisions of this Amendment. Therefore, the parties, intending to be legally bound hereby, agree as follows:

AGREEMENT

1. All defined terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

2. The term of the Agreement shall be extended to February 28, 2003, unless terminated earlier in accordance with the provision of Section 3 of the Agreement.

3. Effective July 1, 2002, the monthly amount payable to the Consultant in accordance with Section 2(a) of the Agreement shall be increased to $16,500. If the Consultant's engagement hereunder should require more than the 7.5 days of full time work per month alloted under the Agreement, the Consultant shall invoice the Company for such additional time at a rate of $2,500 per diem, and the Company shall pay such invoices within 30 days of receipt thereof.

4. Section 2(b) of the Agreement is deleted in its entirety and in its stead is inserted the following:

"(b) Stock Options. In addition to the compensation set forth in (a) above, the Consultant shall be granted stock options to purchase up to 50,000 shares of the Company's common stock, $0.01 par value, pursuant to the Company's 2001 Stock Option Plan (the "INITIAL STOCK OPTION"). The exercise price for the Initial Stock Option will be $2.50 per share of commons stock, which represents the average of the bid and ask price of such shares as of September 1, 2001. In addition, the Company agrees to grant the Consultant stock options for an additional 100,000 shares of the Company's common stock, $0.01 par value, pursuant to the Company's 2001 Stock Option Plan (the "SECONDARY STOCK OPTION" and, together with the Initial Stock Option, the "STOCK OPTIONS"). The exercise price for the Secondary Stock Option will be $0.55 per share,

which represents the average of the bid and ask price of such shares as of August 15, 2002. The Consultant agrees to execute a Stock Option Agreement in substantially the form of Exhibit A, attached hereto an incorporated by reference herein, upon the grant of each of the Stock Options. Each of the Stock Options will vest upon being granted."

5. All other provisions of the Agreement shall continue to remain in effect.

ATTEST:                                 MYMETICS CORPORATION



_________________________________       By: /s/ Peter P. McCann
                                           -----------------------------------
                                        Name:  Peter P. McCann
                                        Title:  President and CEO

WITNESS:

_________________________________       /s/ Michael Allio
                                        --------------------------------------
                                        Michael Allio

Exhibit 10.23

SEPARATION AGREEMENT AND RELEASE

THIS AGREEMENT is entered into this 31st day of January, 2003, by and between MYMETICS CORPORATION, a Delaware corporation ("Mymetics"), and DR. PETER P. MCCANN ("Employee").

WHEREAS, Employee has been employed by Mymetics as its President and Chief Executive Officer as set forth in the Employment Agreement by and between Mymetics and Employee dated March 18, 2002 (the "Employment Agreement"); and

WHEREAS, Mymetics has decided to terminate the Employment Agreement; and

WHEREAS, Employee has agreed to resign from his position on the Board of Directors of Mymetics and resign from all other positions he holds with Mymetics and its affiliates and subsidiaries; and

WHEREAS, Mymetics and Employee desire to set forth the terms and conditions of Employee's resignation; and

WHEREAS, this Agreement is being offered solely for the purpose of attempting to settle any and all existing or potential outstanding disputes between the parties and is not an admission of any obligations or liability;

NOW THEREFORE, in consideration of the settlement of any claims that either party to this Agreement may have against the other arising out of the employment relationship between the parties hereto and/or the termination of the Employee's employment with Mymetics and/or the March 18, 2002 Employment Agreement and/or any and all claims arising thereunder now or hereafter, and intending to be legally bound, the parties do hereby agree as follows:

AGREEMENT

1. TERMINATION OF EMPLOYMENT AGREEMENT. The Employment Agreement, which is incorporated herein by reference, is terminated effective as of January 31, 2003, except for Sections 5.1, 5.2, 5.3, and 5.4, which will survive the termination of the Employment Agreement and shall remain in full force and effect.

2. RESIGNATION FROM EMPLOYMENT. Employee agrees to resign from his position on the Board of Directors of Mymetics and resign from all other positions he holds with Mymetics and its affiliates and subsidiaries effective as of January 31, 2003. Employee agrees that he will leave Mymetics in an orderly, non-disruptive fashion.

3. CONSIDERATION. As consideration for entering into this Agreement, Mymetics agrees to grant, pursuant to Mymetics Stock Option Plan, to Employee seventy-five thousand (75,000) options for Mymetics stock at a price to be determined as the trading value of Mymetics stock on January 31, 2003. Said grant will be made on January 31, 2003.

Employee acknowledges that the consideration set forth in this Agreement constitutes consideration over and above anything of value that he would be entitled to but for this Agreement. Employee's acceptance of the consideration to be made hereunder is in full accord and satisfaction of all claims arising out of Employee's employment with Mymetics and/or the termination of the Employment Agreement, including but not limited to breach of contract, tort, or any federal, state, or municipal statute or ordinance relating to employment including, without limitation, any claim for wrongful discharge (under any state or federal law or statute), breach of contract, benefits under the plans, incentive compensation, vacation benefits, or other common law claims or claims in equity. Employee agrees that all benefits and incidents of his employment relationship with Mymetics ceased on January 31, 2003.

4. NON-DISPARAGEMENT AND CONFIDENTIALITY.

(a) Employee agrees that he will not in any way disparage or make negative comments regarding Mymetics or its directors, officers, employees, agents, attorneys, or consultants to any person. Mymetics, its directors, officers, employees, agents, attorneys, and consultants agree that they will not in any way disparage or make negative comments regarding Employee.

(b) The terms, conditions, amount, and fact of this Agreement (other than the fact of Employee's prior employment and his resignation), and the reasons therefor, shall at all times remain confidential. Neither Employee nor Mymetics will make, facilitate, or authorize any disclosure concerning this Agreement, or the reasons therefor, except for disclosures to Employee's immediate family, legal counsel and/or accountants for the respective parties, or as may be required by applicable laws, regulations, or judicial, governmental, or similar order or decree.

5. NO ADMISSION OF LIABILITY. This Agreement will not constitute nor be deemed or construed to be an admission by Mymetics of discrimination of any kind or nature whatsoever against Employee or of any breach of any obligation of any kind or nature whatsoever, express or implied, to Employee. This Agreement shall not be deemed or construed to be an admission by Employee of any act of impropriety or wrongdoing.

6. COOPERATION AND RETURN OF PROPERTY.

(a) Employee agrees to cooperate fully with Mymetics, its counsel, and other representatives with respect to any and all legal disputes involving matters arising during his employ in which he was involved or in which he is knowledgeable of relevant information. Employee further agrees to cooperate fully with Mymetics to complete the transition of all matters with which Employee is familiar or for which Employee has responsibility and to be reasonably available to answer questions and assist in such matters.

(b) Promptly following the execution hereof, Employee shall return to Mymetics any and all tangible personal property that belongs to Mymetics and that is in Employee's possession. Such property may consist of, without limitation, computers, fax machines, books and other resource materials, office supplies, communications equipment, documents, files, computer disks and other electronic media, tools, equipment, and other property of Mymetics, including all correspondence, memoranda, drawings, blueprints, manuals, letters, notes, reports, flow-charts, training and marketing materials, and related documents, proposals, plans, and any documents concerning Mymetics' customers or prospective customers or concerning products or processes used or developed by Mymetics. Without limiting the foregoing, Employee will promptly deliver to Mymetics any and all other documents or materials containing or constituting confidential or proprietary information (as described in the Employment Agreement).

7. RELEASE. Employee does hereby absolutely, irrevocably, and unconditionally release and forever discharge Mymetics and its successors, assigns, directors, officers, employees, agents, and attorneys from any and all actions, causes of actions, damages (including but not limited to wages, benefits, emotional distress, pain and suffering, humiliation), suits, claims, complaints, costs, and demands whatsoever, at law or in equity, which he ever had, now has, or hereafter may have, whether known or unknown by him as of the date hereof, by reason of or in any way related to his employment, separation from employment, loss of employment, ownership (if any) of equity or stock options to purchase equity in Mymetics, or the forfeiture or termination of such equity or the right to obtain such equity, including but not limited to breach of contract, breach of fiduciary duty, shareholder derivative claims (or similar shareholder claims), tort, or any federal, state, or municipal statute or local ordinance relating to employment including, without limitation, any claim for wrongful discharge, breach of contract, benefits under plans or programs, including without limitation, any severance or termination pay program, or other common law claims or claims in equity and all statutes and ordinances concerning employment discrimination on account of, but not limited to, sex, race, age, religion, national origin, familial status, military status, and disability, including without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, Delaware's Discrimination in Employment Law, Maryland's fair

employment practices laws, Delaware's Wage Payment and Collection Act, and the Maryland Wage Payment and Collection Law. In addition, Employee also releases Mymetics and waives any right to or claim for any and all attorneys' fees, including litigation expenses and costs that Employee or his counsel may claim under any statute, regulation, or at common law or in equity, including but not limited to those set forth in this Section.

8. RECOVERY OF PAYMENTS. This Agreement may be pled as a complete defense and bar to any claims Employee may bring against Mymetics arising in any way from his employment with Mymetics or resignation therefrom. In the event a court of competent jurisdiction determines that Employee breached any of his obligations hereunder, Mymetics will be entitled to recover the consideration given under this Agreement and to obtain all other relief provided by law or equity.

9. JUDICIAL ENFORCEMENT. Ten (10) days before any party hereto institutes any action to enforce the rights set forth in this Agreement, written notice of the intention to sue shall be given by certified mail by said party to the other party. During the above-mentioned ten (10) day period, the parties hereto will make a reasonable effort to amicably resolve any disagreement that has arisen between them.

10. GOVERNING LAW. Should any dispute arise concerning the interpretation of this Agreement, it will be interpreted under the laws of the State of Delaware.

11. CONSULTATION WITH COUNSEL. Employee is advised to consult an attorney about this Agreement, and by executing this Agreement, Employee acknowledges that he has been so advised.

12. ATTORNEYS' FEES. Each party shall pay its own legal fees and expenses in connection with this Agreement.

13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties with respect to the matters contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions.

14. ARBITRATION. Any controversy, claim, or dispute between the parties concerning this Agreement or the breach thereof shall be finally settled by arbitration in Pittsburgh, Pennsylvania, pursuant to the rules of the American Arbitration Association regarding employment disputes. In such instances, it is agreed that the dispute shall be submitted to final and binding arbitration by one arbitrator; provided, however, that either party may request that there be three arbitrators, in which case each party shall select one arbitrator, and the two arbitrators so selected shall select a third. All costs of arbitration
(other than the costs of a party's own witnesses and professional advisors) shall be split equally between the parties.

15. EQUITABLE RELIEF. Notwithstanding Section 14 "Arbitration," the parties acknowledge and agree that each would be irreparably damaged in the event that any of the provisions of this Agreement are not performed by the other in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that the non-breaching party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the other party and shall have the right to specifically enforce this Agreement and the terms and provisions hereof against the breaching party in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. The parties further agree that Section 14 "Arbitration" is not intended to be a bar to either party seeking injunctive relief by filing an action in an appropriate court.

16. HEADINGS. All titles and headings in this Agreement are intended solely for convenience of reference and shall in no way limit or otherwise affect the interpretation of any of the provisions hereof.

17. ASSIGNMENT. This Agreement shall inure to the benefit of, and be binding upon, the heirs, executors, administrators, and assigns of the Employee and upon the successors and assigns of Mymetics and the other members of Mymetics, provided that this clause does not in any way alter the rights of the Employee with respect to the Mymetics Stock Option Plan or grant to the Employee the right to assign the Mymetics Stock Option Plan or any of them, or any of his rights thereunder.

18. SEVERABILITY. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, including the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. However, if any portion of the general release language were ruled to be unenforceable as a result of an action filed by Employee or at Employee's direction, Employee shall return the consideration given hereunder to Mymetics. Provided, however, Mymetics and Employee shall first use their best efforts to negotiate in good faith an enforceable general release.

By signing this Separation Agreement and Release, the parties hereto acknowledge that they understand this Agreement and enter into it voluntarily, that this is a complete settlement and release agreement and that there are no written or oral understandings or agreements that are not set forth herein.

WITNESS the due execution hereof as of the date first set forth above.

MYMETICS CORPORATION

By:/s/Michael K. Allio
   ------------------------------------
   MICHAEL K. ALLIO
   CHAIRMAN OF THE BOARD

Dated:
      ---------------------------------

WITNESS:

____________________________            /s/ Peter P. McCann
                                           ------------------------------------
                                        DR. PETER P. MCCANN

                                        Dated:
                                              ---------------------------------

Exhibit 10.29

MYMETICS CORPORATION

706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472

July 23, 2002

DIRECTOR AND NON-EMPLOYEE
STOCK OPTION AGREEMENT
(Non-Statutory)

Dr. Pierre-Francois Serres
50-52 Avenue Chanoine
Cartellier 69230
Saint-Genis-Laval, France

Dear Dr. Serres:

I am pleased to advise you that as of the date hereof, the Administrator appointed by the Board of Directors of Mymetics Corporation (f/k/a Ichor Corporation) (the "CORPORATION"), which administers the Mymetics Corporation 2001 Stock Option Plan (the "PLAN"), has granted you an option to purchase 1,250 shares of Common Stock (the "COMMON STOCK") of the Corporation at a price of $3.50 per share (the "OPTION").

The terms applicable to the Option are set forth below and in the Plan, a copy of which accompanies this Agreement.

1. Term and Vesting.

The Option shall expire at the close of the business on January 22, 2013. The Option granted hereby shall be fully vested as of the date of this Stock Option Agreement

2. Other Option Terms.

The Option has been granted pursuant to the Plan, and the terms and conditions of the Plan are incorporated by reference in this Agreement as though set forth herein in their entirety.

The Option is a "Non-Statutory Stock Option" as defined in the Plan.

If your relationship with the Corporation (or a Subsidiary) terminates for a reason other than death, voluntary termination with the written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall terminate immediately. If your relationship with the Corporation terminates because of death, voluntary termination with written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall be exercisable to the extent permitted by Section 7 of the Plan; provided, however, that if you engage in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise) which is in competition with the Corporation (or a Subsidiary), the Administrator in its sole discretion may immediately terminate the Option.

Subject to the foregoing and the provisions of the Plan, the Option may be exercised at your election, in whole or in part, at any time prior to its expiration. The Option may be exercised by (a) delivery of written notice to the Corporation setting forth your election to exercise and the number of shares of Common Stock to be purchased and (b) payment of the purchase price for the shares to be purchased. The notice must be dated and signed by the person exercising the Option. If the Option is exercised by someone other than you, the notice must be accompanied by proof, satisfactory to the Administrator, of the right of such person(s) to exercise the Option under the Plan.

The date of exercise of the Option is the date on which the notice of exercise, proof of right to exercise (if required) and payment of the exercise price are received by the Corporation at its principal executive office, to the attention of the Corporation's Secretary. As of the date of exercise, you will be considered by the Corporation for all purposes to be the owner of the shares of Common Stock purchased, subject to the terms set forth in this Agreement.

3. Securities Law Matters.

Neither this Option nor the shares of Common Stock issuable upon exercise of the Option (the "SHARES") have been registered under the Securities Act of 1933 (the "1933 ACT") or any other securities laws (together with the 1933 Act, the "ACTS"). Therefore, in order to ensure compliance with the Acts, notwithstanding anything else in the Option to the contrary, you (and any successive holder) agree by accepting the Option as follows: This Option and the Shares may not be sold, transferred, pledged or hypothecated in the absence of
(i) an effective registration statement under the Acts

applicable to the Option or the Shares or (ii) the availability of an exemption from the registration requirements of the Acts and, at the reasonable request of the Corporation, an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under the Acts.

The Corporation is under no obligation to register the Option or the Shares, or take any other action in connection with the offer or sale of the Shares.

Prior to the issuance or delivery of any Shares pursuant to the exercise of the Option in whole or in part, you may be required to represent and warrant (i) that the Shares to be acquired upon exercise of the Option are being acquired for investment for your own account and not with a view to resale or other distribution thereof and (ii) that you will not sell or otherwise transfer any such Shares unless the Shares are registered under the Acts or an exemption from registration is available. The certificate or certificates representing any Shares issued or delivered upon exercise of the Option shall bear a legend to this effect (and a legend evidencing any other restrictions on transfer set forth in the Plan) and other legends required by any applicable securities laws.

4. Other Transfer Restrictions.

The Option may not be transferred except as permitted under the Plan.

5. Tax and Withholding Matters.

Under current federal income tax laws, upon exercise of the Option you may recognize compensation income equal to the amount (if any) by which the fair market value (on the date of exercise) of the Shares acquired upon such exercise exceeds the purchase price paid for such Shares. You will be notified by the Corporation of the amount of any state and local income taxes and employment taxes required to be withheld by the Corporation on any compensation income resulting from the exercise of the Option, and the Corporation in its sole discretion may require you to provide the funds necessary to satisfy such withholding obligation or may provide such funds on your behalf, subject to your obligation, which you hereby assume, to reimburse the Corporation for the amount (or portion of the amount) so withheld.

6. Miscellaneous.

When accepted by you, this Agreement shall constitute an agreement which shall be binding upon the successors and assigns of the Corporation and your heirs and legal representatives.

This Agreement does not confer any right on you to continue as a director of the Corporation or any Subsidiary or interfere in any way with the rights of the Corporation's shareholders to remove you as a director of the Corporation.

It is suggested that you obtain competent advice as to the tax consequences of the exercise of the Option prior to the time you exercise any part of the Option.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute or disagreement which shall arise under or in any way relate to the interpretation or construction of the Plan or this Agreement shall be resolved by the Board, and its decision shall be final, binding and conclusive for all purposes.

This Agreement is the Stock Option Agreement referred to in Section 7(F) of the Plan and has been prepared in duplicate. Please execute both copies of this Agreement in the space provided and return one copy to Mymetics Corporation, 706 Giddings Avenue, Suite 1C, Annapolis, Maryland, Attn: Corporate Secretary.

Very truly yours,

MYMETICS CORPORATION

By: /s/ John M. Musacchio
    ------------------------------------------

Title: Corporate Secretary
      ----------------------------------------

Receipt Acknowledged and
Option Accepted:

/s/ Pierre-Francois Serres
--------------------------------------------
Signature of Optionee

Exhibit 10.30

MYMETICS CORPORATION

706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472

July 23, 2002

DIRECTOR AND NON-EMPLOYEE
STOCK OPTION AGREEMENT
(Non-Statutory)

Mr. Patrice Pactol
130 Route des Bouleau
69126 Brindas, France

Dear Mr. Pactol:

I am pleased to advise you that as of the date hereof, the Administrator appointed by the Board of Directors of Mymetics Corporation (f/k/a Ichor Corporation) (the "CORPORATION"), which administers the Mymetics Corporation 2001 Stock Option Plan (the "PLAN"), has granted you an option to purchase 1,250 shares of Common Stock (the "COMMON STOCK") of the Corporation at a price of $3.50 per share (the "OPTION").

The terms applicable to the Option are set forth below and in the Plan, a copy of which accompanies this Agreement.

1. Term and Vesting.

The Option shall expire at the close of the business on January 22, 2013. The Option granted hereby shall be fully vested as of the date of this Stock Option Agreement

2. Other Option Terms.

The Option has been granted pursuant to the Plan, and the terms and conditions of the Plan are incorporated by reference in this Agreement as though set forth herein in their entirety.

The Option is a "Non-Statutory Stock Option" as defined in the Plan.

If your relationship with the Corporation (or a Subsidiary) terminates for a reason other than death, voluntary termination with the written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall terminate immediately. If your relationship with the Corporation terminates because of death, voluntary termination with written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall be exercisable to the extent permitted by Section 7 of the Plan; provided, however, that if you engage in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise) which is in competition with the Corporation (or a Subsidiary), the Administrator in its sole discretion may immediately terminate the Option.

Subject to the foregoing and the provisions of the Plan, the Option may be exercised at your election, in whole or in part, at any time prior to its expiration. The Option may be exercised by (a) delivery of written notice to the Corporation setting forth your election to exercise and the number of shares of Common Stock to be purchased and (b) payment of the purchase price for the shares to be purchased. The notice must be dated and signed by the person exercising the Option. If the Option is exercised by someone other than you, the notice must be accompanied by proof, satisfactory to the Administrator, of the right of such person(s) to exercise the Option under the Plan.

The date of exercise of the Option is the date on which the notice of exercise, proof of right to exercise (if required) and payment of the exercise price are received by the Corporation at its principal executive office, to the attention of the Corporation's Secretary. As of the date of exercise, you will be considered by the Corporation for all purposes to be the owner of the shares of Common Stock purchased, subject to the terms set forth in this Agreement.

3. Securities Law Matters.

Neither this Option nor the shares of Common Stock issuable upon exercise of the Option (the "SHARES") have been registered under the Securities Act of 1933 (the "1933 ACT") or any other securities laws (together with the 1933 Act, the "ACTS"). Therefore, in order to ensure compliance with the Acts, notwithstanding anything else in the Option to the contrary, you (and any successive holder) agree by accepting the Option as follows: This Option and the Shares may not be sold, transferred, pledged or hypothecated in the absence of
(i) an effective registration statement under the Acts applicable to the Option or the Shares or (ii) the availability of an exemption from the registration requirements of the Acts and, at the reasonable request of the Corporation, an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under the Acts.

The Corporation is under no obligation to register the Option or the Shares, or take any other action in connection with the offer or sale of the Shares.

Prior to the issuance or delivery of any Shares pursuant to the exercise of the Option in whole or in part, you may be required to represent and warrant (i) that the Shares to be acquired upon exercise of the Option are being acquired for investment for your own account and not with a view to resale or other distribution thereof and (ii) that you will not sell or otherwise transfer any such Shares unless the Shares are registered under the Acts or an exemption from registration is available. The certificate or certificates representing any Shares issued or delivered upon exercise of the Option shall bear a legend to this effect (and a legend evidencing any other restrictions on transfer set forth in the Plan) and other legends required by any applicable securities laws.

4. Other Transfer Restrictions.

The Option may not be transferred except as permitted under the Plan.

5. Tax and Withholding Matters.

Under current federal income tax laws, upon exercise of the Option you may recognize compensation income equal to the amount (if any) by which the fair market value (on the date of exercise) of the Shares acquired upon such exercise exceeds the purchase price paid for such Shares. You will be notified by the Corporation of the amount of any state and local income taxes and employment taxes required to be withheld by the Corporation on any compensation income resulting from the exercise of the Option, and the Corporation in its sole discretion may require you to provide the funds necessary to satisfy such withholding obligation or may provide such funds on your behalf, subject to your obligation, which you hereby assume, to reimburse the Corporation for the amount (or portion of the amount) so withheld.

6. Miscellaneous.

When accepted by you, this Agreement shall constitute an agreement which shall be binding upon the successors and assigns of the Corporation and your heirs and legal representatives.

This Agreement does not confer any right on you to continue as a director of the Corporation or any Subsidiary or interfere in any way with the rights of the Corporation's shareholders to remove you as a director of the Corporation.

It is suggested that you obtain competent advice as to the tax consequences of the exercise of the Option prior to the time you exercise any part of the Option.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute or disagreement which shall arise under or in any way relate to the interpretation or construction of the Plan or this Agreement shall be resolved by the Board, and its decision shall be final, binding and conclusive for all purposes.

This Agreement is the Stock Option Agreement referred to in Section 7(F) of the Plan and has been prepared in duplicate. Please execute both copies of this Agreement in the space provided and return one copy to Mymetics Corporation, 706 Giddings Avenue, Suite 1C, Annapolis, Maryland, Attn: Corporate Secretary.

Very truly yours,

MYMETICS CORPORATION

By:/s/ John M. Musacchio
   -------------------------------------------

Title: Corporate Secretary
      ----------------------------------------

Receipt Acknowledged and
Option Accepted:

Exhibit 10.31

MYMETICS CORPORATION

706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472

July 23, 2002

DIRECTOR AND NON-EMPLOYEE
STOCK OPTION AGREEMENT
(Non-Statutory)

Mr. Robert Demers
3537 Aylmer
Montreal, Canada H2X 2B9

Dear Mr. Demers:

I am pleased to advise you that as of the date hereof, the Administrator appointed by the Board of Directors of Mymetics Corporation (f/k/a Ichor Corporation) (the "CORPORATION"), which administers the Mymetics Corporation 2001 Stock Option Plan (the "PLAN"), has granted you an option to purchase 1,250 shares of Common Stock (the "COMMON STOCK") of the Corporation at a price of $3.50 per share (the "OPTION").

The terms applicable to the Option are set forth below and in the Plan, a copy of which accompanies this Agreement.

1. Term and Vesting.

The Option shall expire at the close of the business on January 22, 2013. The Option granted hereby shall be fully vested as of the date of this Stock Option Agreement

2. Other Option Terms.

The Option has been granted pursuant to the Plan, and the terms and conditions of the Plan are incorporated by reference in this Agreement as though set forth herein in their entirety.

The Option is a "Non-Statutory Stock Option" as defined in the Plan.

If your relationship with the Corporation (or a Subsidiary) terminates for a reason other than death, voluntary termination with the written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall terminate immediately. If your relationship with the Corporation terminates because of death, voluntary termination with written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall be exercisable to the extent permitted by Section 7 of the Plan; provided, however, that if you engage in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise) which is in competition with the Corporation (or a Subsidiary), the Administrator in its sole discretion may immediately terminate the Option.

Subject to the foregoing and the provisions of the Plan, the Option may be exercised at your election, in whole or in part, at any time prior to its expiration. The Option may be exercised by (a) delivery of written notice to the Corporation setting forth your election to exercise and the number of shares of Common Stock to be purchased and (b) payment of the purchase price for the shares to be purchased. The notice must be dated and signed by the person exercising the Option. If the Option is exercised by someone other than you, the notice must be accompanied by proof, satisfactory to the Administrator, of the right of such person(s) to exercise the Option under the Plan.

The date of exercise of the Option is the date on which the notice of exercise, proof of right to exercise (if required) and payment of the exercise price are received by the Corporation at its principal executive office, to the attention of the Corporation's Secretary. As of the date of exercise, you will be considered by the Corporation for all purposes to be the owner of the shares of Common Stock purchased, subject to the terms set forth in this Agreement.

3. Securities Law Matters.

Neither this Option nor the shares of Common Stock issuable upon exercise of the Option (the "SHARES") have been registered under the Securities Act of 1933 (the "1933 ACT") or any other securities laws (together with the 1933 Act, the "ACTS"). Therefore, in order to ensure compliance with the Acts, notwithstanding anything else in the Option to the contrary, you (and any successive holder) agree by accepting the Option as follows: This Option and the Shares may not be sold, transferred, pledged or hypothecated in the absence of
(i) an effective registration statement under the Acts applicable to the Option or the Shares or (ii) the availability of an exemption from the registration requirements of the Acts and, at the reasonable request of the Corporation, an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under the Acts.

The Corporation is under no obligation to register the Option or the Shares, or take any other action in connection with the offer or sale of the Shares.

Prior to the issuance or delivery of any Shares pursuant to the exercise of the Option in whole or in part, you may be required to represent and warrant (i) that the Shares to be acquired upon exercise of the Option are being acquired for investment for your own account and not with a view to resale or other distribution thereof and (ii) that you will not sell or otherwise transfer any such Shares unless the Shares are registered under the Acts or an exemption from registration is available. The certificate or certificates representing any Shares issued or delivered upon exercise of the Option shall bear a legend to this effect (and a legend evidencing any other restrictions on transfer set forth in the Plan) and other legends required by any applicable securities laws.

4. Other Transfer Restrictions.

The Option may not be transferred except as permitted under the Plan.

5. Tax and Withholding Matters.

Under current federal income tax laws, upon exercise of the Option you may recognize compensation income equal to the amount (if any) by which the fair market value (on the date of exercise) of the Shares acquired upon such exercise exceeds the purchase price paid for such Shares. You will be notified by the Corporation of the amount of any state and local income taxes and employment taxes required to be withheld by the Corporation on any compensation income resulting from the exercise of the Option, and the Corporation in its sole discretion may require you to provide the funds necessary to satisfy such withholding obligation or may provide such funds on your behalf, subject to your obligation, which you hereby assume, to reimburse the Corporation for the amount (or portion of the amount) so withheld.

6. Miscellaneous.

When accepted by you, this Agreement shall constitute an agreement which shall be binding upon the successors and assigns of the Corporation and your heirs and legal representatives.

This Agreement does not confer any right on you to continue as a director of the Corporation or any Subsidiary or interfere in any way with the rights of the Corporation's shareholders to remove you as a director of the Corporation.

It is suggested that you obtain competent advice as to the tax consequences of the exercise of the Option prior to the time you exercise any part of the Option.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute or disagreement which shall arise under or in any way relate to the interpretation or construction of the Plan or this Agreement shall be resolved by the Board, and its decision shall be final, binding and conclusive for all purposes.

This Agreement is the Stock Option Agreement referred to in Section 7(F) of the Plan and has been prepared in duplicate. Please execute both copies of this Agreement in the space provided and return one copy to Mymetics Corporation, 706 Giddings Avenue, Suite 1C, Annapolis, Maryland, Attn: Corporate Secretary.

Very truly yours,

MYMETICS CORPORATION

By: /s/ John M. Musacchio
    ---------------------------------------------

Title: Corporate Secretary
      -------------------------------------------

Receipt Acknowledged and
Option Accepted:

Exhibit 10.32

MYMETICS CORPORATION

706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472

July 23, 2002

DIRECTOR AND NON-EMPLOYEE
STOCK OPTION AGREEMENT
(Non-Statutory)

Mr. John M. Musacchio
507 Lakewood Drive
Monroeville, PA 15146

Dear Mr. Musacchio:

I am pleased to advise you that as of the date hereof, the Administrator appointed by the Board of Directors of Mymetics Corporation (f/k/a Ichor Corporation) (the "CORPORATION"), which administers the Mymetics Corporation 2001 Stock Option Plan (the "PLAN"), has granted you an option to purchase 1,250 shares of Common Stock (the "COMMON STOCK") of the Corporation at a price of $3.50 per share (the "OPTION").

The terms applicable to the Option are set forth below and in the Plan, a copy of which accompanies this Agreement.

1. Term and Vesting.

The Option shall expire at the close of the business on January 22, 2013. The Option granted hereby shall be fully vested as of the date of this Stock Option Agreement

2. Other Option Terms.

The Option has been granted pursuant to the Plan, and the terms and conditions of the Plan are incorporated by reference in this Agreement as though set forth herein in their entirety.

The Option is a "Non-Statutory Stock Option" as defined in the Plan.

If your relationship with the Corporation (or a Subsidiary) terminates for a reason other than death, voluntary termination with the written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall terminate immediately. If your relationship with the Corporation terminates because of death, voluntary termination with written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall be exercisable to the extent permitted by Section 7 of the Plan; provided, however, that if you engage in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise) which is in competition with the Corporation (or a Subsidiary), the Administrator in its sole discretion may immediately terminate the Option.

Subject to the foregoing and the provisions of the Plan, the Option may be exercised at your election, in whole or in part, at any time prior to its expiration. The Option may be exercised by (a) delivery of written notice to the Corporation setting forth your election to exercise and the number of shares of Common Stock to be purchased and (b) payment of the purchase price for the shares to be purchased. The notice must be dated and signed by the person exercising the Option. If the Option is exercised by someone other than you, the notice must be accompanied by proof, satisfactory to the Administrator, of the right of such person(s) to exercise the Option under the Plan.

The date of exercise of the Option is the date on which the notice of exercise, proof of right to exercise (if required) and payment of the exercise price are received by the Corporation at its principal executive office, to the attention of the Corporation's Secretary. As of the date of exercise, you will be considered by the Corporation for all purposes to be the owner of the shares of Common Stock purchased, subject to the terms set forth in this Agreement.

3. Securities Law Matters.

Neither this Option nor the shares of Common Stock issuable upon exercise of the Option (the "SHARES") have been registered under the Securities Act of 1933 (the "1933 ACT") or any other securities laws (together with the 1933 Act, the "ACTS"). Therefore, in order to ensure compliance with the Acts, notwithstanding anything else in the Option to the contrary, you (and any successive holder) agree by accepting the Option as follows: This Option and the Shares may not be sold, transferred, pledged or hypothecated in the absence of
(i) an effective registration statement under the Acts applicable to the Option or the Shares or (ii) the availability of an exemption from the registration requirements of the Acts and, at the reasonable request of the Corporation, an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under the Acts.

The Corporation is under no obligation to register the Option or the Shares, or take any other action in connection with the offer or sale of the Shares.

Prior to the issuance or delivery of any Shares pursuant to the exercise of the Option in whole or in part, you may be required to represent and warrant (i) that the Shares to be acquired upon exercise of the Option are being acquired for investment for your own account and not with a view to resale or other distribution thereof and (ii) that you will not sell or otherwise transfer any such Shares unless the Shares are registered under the Acts or an exemption from registration is available. The certificate or certificates representing any Shares issued or delivered upon exercise of the Option shall bear a legend to this effect (and a legend evidencing any other restrictions on transfer set forth in the Plan) and other legends required by any applicable securities laws.

4. Other Transfer Restrictions.

The Option may not be transferred except as permitted under the Plan.

5. Tax and Withholding Matters.

Under current federal income tax laws, upon exercise of the Option you may recognize compensation income equal to the amount (if any) by which the fair market value (on the date of exercise) of the Shares acquired upon such exercise exceeds the purchase price paid for such Shares. You will be notified by the Corporation of the amount of any state and local income taxes and employment taxes required to be withheld by the Corporation on any compensation income resulting from the exercise of the Option, and the Corporation in its sole discretion may require you to provide the funds necessary to satisfy such withholding obligation or may provide such funds on your behalf, subject to your obligation, which you hereby assume, to reimburse the Corporation for the amount (or portion of the amount) so withheld.

6. Miscellaneous.

When accepted by you, this Agreement shall constitute an agreement which shall be binding upon the successors and assigns of the Corporation and your heirs and legal representatives.

This Agreement does not confer any right on you to continue as a director of the Corporation or any Subsidiary or interfere in any way with the rights of the Corporation's shareholders to remove you as a director of the Corporation.

It is suggested that you obtain competent advice as to the tax consequences of the exercise of the Option prior to the time you exercise any part of the Option.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute or disagreement which shall arise under or in any way relate to the interpretation or construction of the Plan or this Agreement shall be resolved by the Board, and its decision shall be final, binding and conclusive for all purposes.

This Agreement is the Stock Option Agreement referred to in Section 7(F) of the Plan and has been prepared in duplicate. Please execute both copies of this Agreement in the space provided and return one copy to Mymetics Corporation, 706 Giddings Avenue, Suite 1C, Annapolis, Maryland, Attn: Corporate Secretary.

Very truly yours,

MYMETICS CORPORATION

By: /s/ John M. Musacchio
    ------------------------------------------
Title: Corporate Secretary
      ----------------------------------------

Receipt Acknowledged and
Option Accepted:

Exhibit 10.33

MYMETICS CORPORATION

706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472

July 23, 2002

DIRECTOR AND NON-EMPLOYEE
STOCK OPTION AGREEMENT
(Non-Statutory)

Mr. Michael K. Allio
34 Pratt Street
Providence, RI 02906

Dear Mr. Allio:

I am pleased to advise you that as of the date hereof, the Administrator appointed by the Board of Directors of Mymetics Corporation (f/k/a Ichor Corporation) (the "CORPORATION"), which administers the Mymetics Corporation 2001 Stock Option Plan (the "PLAN"), has granted you an option to purchase 1,250 shares of Common Stock (the "COMMON STOCK") of the Corporation at a price of $3.50 per share (the "OPTION").

The terms applicable to the Option are set forth below and in the Plan, a copy of which accompanies this Agreement.

1. Term and Vesting.

The Option shall expire at the close of the business on January 22, 2013. The Option granted hereby shall be fully vested as of the date of this Stock Option Agreement

2. Other Option Terms.

The Option has been granted pursuant to the Plan, and the terms and conditions of the Plan are incorporated by reference in this Agreement as though set forth herein in their entirety.

The Option is a "Non-Statutory Stock Option" as defined in the Plan.

If your relationship with the Corporation (or a Subsidiary) terminates for a reason other than death, voluntary termination with the written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall terminate immediately. If your relationship with the Corporation terminates because of death, voluntary termination with written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall be exercisable to the extent permitted by Section 7 of the Plan; provided, however, that if you engage in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise) which is in competition with the Corporation (or a Subsidiary), the Administrator in its sole discretion may immediately terminate the Option.

Subject to the foregoing and the provisions of the Plan, the Option may be exercised at your election, in whole or in part, at any time prior to its expiration. The Option may be exercised by (a) delivery of written notice to the Corporation setting forth your election to exercise and the number of shares of Common Stock to be purchased and (b) payment of the purchase price for the shares to be purchased. The notice must be dated and signed by the person exercising the Option. If the Option is exercised by someone other than you, the notice must be accompanied by proof, satisfactory to the Administrator, of the right of such person(s) to exercise the Option under the Plan.

The date of exercise of the Option is the date on which the notice of exercise, proof of right to exercise (if required) and payment of the exercise price are received by the Corporation at its principal executive office, to the attention of the Corporation's Secretary. As of the date of exercise, you will be considered by the Corporation for all purposes to be the owner of the shares of Common Stock purchased, subject to the terms set forth in this Agreement.

3. Securities Law Matters.

Neither this Option nor the shares of Common Stock issuable upon exercise of the Option (the "SHARES") have been registered under the Securities Act of 1933 (the "1933 ACT") or any other securities laws (together with the 1933 Act, the "ACTS"). Therefore, in order to ensure compliance with the Acts, notwithstanding anything else in the Option to the contrary, you (and any successive holder) agree by accepting the Option as follows: This Option and the Shares may not be sold, transferred, pledged or hypothecated in the absence of
(i) an effective registration statement under the Acts applicable to the Option or the Shares or (ii) the availability of an exemption from the registration requirements of the Acts and, at the reasonable request of the Corporation, an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under the Acts.

The Corporation is under no obligation to register the Option or the Shares, or take any other action in connection with the offer or sale of the Shares.

Prior to the issuance or delivery of any Shares pursuant to the exercise of the Option in whole or in part, you may be required to represent and warrant (i) that the Shares to be acquired upon exercise of the Option are being acquired for investment for your own account and not with a view to resale or other distribution thereof and (ii) that you will not sell or otherwise transfer any such Shares unless the Shares are registered under the Acts or an exemption from registration is available. The certificate or certificates representing any Shares issued or delivered upon exercise of the Option shall bear a legend to this effect (and a legend evidencing any other restrictions on transfer set forth in the Plan) and other legends required by any applicable securities laws.

4. Other Transfer Restrictions.

The Option may not be transferred except as permitted under the Plan.

5. Tax and Withholding Matters.

Under current federal income tax laws, upon exercise of the Option you may recognize compensation income equal to the amount (if any) by which the fair market value (on the date of exercise) of the Shares acquired upon such exercise exceeds the purchase price paid for such Shares. You will be notified by the Corporation of the amount of any state and local income taxes and employment taxes required to be withheld by the Corporation on any compensation income resulting from the exercise of the Option, and the Corporation in its sole discretion may require you to provide the funds necessary to satisfy such withholding obligation or may provide such funds on your behalf, subject to your obligation, which you hereby assume, to reimburse the Corporation for the amount (or portion of the amount) so withheld.

6. Miscellaneous.

When accepted by you, this Agreement shall constitute an agreement which shall be binding upon the successors and assigns of the Corporation and your heirs and legal representatives.

This Agreement does not confer any right on you to continue as a director of the Corporation or any Subsidiary or interfere in any way with the rights of the Corporation's shareholders to remove you as a director of the Corporation.

It is suggested that you obtain competent advice as to the tax consequences of the exercise of the Option prior to the time you exercise any part of the Option.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute or disagreement which shall arise under or in any way relate to the interpretation or construction of the Plan or this Agreement shall be resolved by the Board, and its decision shall be final, binding and conclusive for all purposes.

This Agreement is the Stock Option Agreement referred to in Section 7(F) of the Plan and has been prepared in duplicate. Please execute both copies of this Agreement in the space provided and return one copy to Mymetics Corporation, 706 Giddings Avenue, Suite 1C, Annapolis, Maryland, Attn: Corporate Secretary.

Very truly yours,

MYMETICS CORPORATION

By: /s/ John M. Musacchio
   ----------------------------------------

Title: Corporate Secretary
      -------------------------------------

Receipt Acknowledged and
Option Accepted:

/s/ Michael K. Allio
-------------------------------------
Signature of Optionee

Exhibit 10.34

MYMETICS CORPORATION

706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472

February 6, 2003

DIRECTOR AND NON-EMPLOYEE
STOCK OPTION AGREEMENT
(Non-Statutory)

Mr. Michael K. Allio
34 Pratt Street
Providence, RI 02906

Dear Mr. Allio:

I am pleased to advise you that as of the date hereof, the Administrator appointed by the Board of Directors of Mymetics Corporation (f/k/a Ichor Corporation) (the "CORPORATION"), which administers the Mymetics Corporation 2001 Stock Option Plan (the "PLAN"), has granted you an option to purchase 100,000 shares of Common Stock (the "COMMON STOCK") of the Corporation at a price of $0.55 per share (the "OPTION"). A summary of all options that have been granted to you under the Plan is set forth on Exhibit A, attached hereto.

The terms applicable to the Option are set forth below and in the Plan, a copy of which accompanies this Agreement.

1. Term and Vesting.

The Option shall expire at the close of the business on February 20, 2013 . The Option granted hereby shall be fully vested as of the date of this Stock Option Agreement

2. Other Option Terms.

The Option has been granted pursuant to the Plan, and the terms and conditions of the Plan are incorporated by reference in this Agreement as though set forth herein in their entirety.

The Option is a "Non-Statutory Stock Option" as defined in the Plan.

If your relationship with the Corporation (or a Subsidiary) terminates for a reason other than death, voluntary termination with the written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall terminate immediately. If your relationship with the Corporation terminates because of death, voluntary termination with written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall be exercisable to the extent permitted by Section 7 of the Plan; provided, however, that if you engage in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise) which is in competition with the Corporation (or a Subsidiary), the Administrator in its sole discretion may immediately terminate the Option.

Subject to the foregoing and the provisions of the Plan, the Option may be exercised at your election, in whole or in part, at any time prior to its expiration. The Option may be exercised by (a) delivery of written notice to the Corporation setting forth your election to exercise and the number of shares of Common Stock to be purchased and (b) payment of the purchase price for the shares to be purchased. The notice must be dated and signed by the person exercising the Option. If the Option is exercised by someone other than you, the notice must be accompanied by proof, satisfactory to the Administrator, of the right of such person(s) to exercise the Option under the Plan.

The date of exercise of the Option is the date on which the notice of exercise, proof of right to exercise (if required) and payment of the exercise price are received by the Corporation at its principal executive office, to the attention of the Corporation's Secretary. As of the date of exercise, you will be considered by the Corporation for all purposes to be the owner of the shares of Common Stock purchased, subject to the terms set forth in this Agreement.

3. Securities Law Matters.

Neither this Option nor the shares of Common Stock issuable upon exercise of the Option (the "SHARES") have been registered under the Securities Act of 1933 (the "1933 ACT") or any other securities laws (together with the 1933 Act, the "ACTS"). Therefore, in order to ensure compliance with the Acts, notwithstanding anything else in the Option to the contrary, you (and any successive holder) agree by accepting the Option as follows: This Option and the Shares may not be sold, transferred, pledged or hypothecated in the absence of
(i) an effective registration statement under the Acts

applicable to the Option or the Shares or (ii) the availability of an exemption from the registration requirements of the Acts and, at the reasonable request of the Corporation, an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under the Acts.

The Corporation is under no obligation to register the Option or the Shares, or take any other action in connection with the offer or sale of the Shares.

Prior to the issuance or delivery of any Shares pursuant to the exercise of the Option in whole or in part, you may be required to represent and warrant (i) that the Shares to be acquired upon exercise of the Option are being acquired for investment for your own account and not with a view to resale or other distribution thereof and (ii) that you will not sell or otherwise transfer any such Shares unless the Shares are registered under the Acts or an exemption from registration is available. The certificate or certificates representing any Shares issued or delivered upon exercise of the Option shall bear a legend to this effect (and a legend evidencing any other restrictions on transfer set forth in the Plan) and other legends required by any applicable securities laws.

4. Other Transfer Restrictions.

The Option may not be transferred except as permitted under the Plan.

5. Tax and Withholding Matters.

Under current federal income tax laws, upon exercise of the Option you may recognize compensation income equal to the amount (if any) by which the fair market value (on the date of exercise) of the Shares acquired upon such exercise exceeds the purchase price paid for such Shares. You will be notified by the Corporation of the amount of any state and local income taxes and employment taxes required to be withheld by the Corporation on any compensation income resulting from the exercise of the Option, and the Corporation in its sole discretion may require you to provide the funds necessary to satisfy such withholding obligation or may provide such funds on your behalf, subject to your obligation, which you hereby assume, to reimburse the Corporation for the amount (or portion of the amount) so withheld.

6. Miscellaneous.

When accepted by you, this Agreement shall constitute an agreement which shall be binding upon the successors and assigns of the Corporation and your heirs and legal representatives.

This Agreement does not confer any right on you to continue as a director of the Corporation or any Subsidiary or interfere in any way with the rights of the Corporation's shareholders to remove you as a director of the Corporation.

It is suggested that you obtain competent advice as to the tax consequences of the exercise of the Option prior to the time you exercise any part of the Option.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Any dispute or disagreement which shall arise under or in any way relate to the interpretation or construction of the Plan or this Agreement shall be resolved by the Board, and its decision shall be final, binding and conclusive for all purposes.

This Agreement is the Stock Option Agreement referred to in Section 7(F) of the Plan and has been prepared in duplicate. Please execute both copies of this Agreement and the attached Exhibit A in the spaces provided and return one copy to Mymetics Corporation, 706 Giddings Avenue, Suite 1C, Annapolis, Maryland 21401-1472, Attn: Corporate Secretary.

Very truly yours,

MYMETICS CORPORATION

By: /s/ John M. Musacchio
   --------------------------------------------

Name: John M. Musacchio
     ------------------------------------------

Title: Corporate Secretary
      -----------------------------------------

Receipt Acknowledged and
Option Accepted:

/s/ Michael K. Allio
----------------------------------------
Signature of Optionee

----------------------------------------------------------- ---------------------------- -----------------------------
                     BASIS FOR GRANT                           EXERCISE PRICE/SHARE          NO. OF OPTION SHARES
----------------------------------------------------------- ---------------------------- -----------------------------
Consulting Agreement (2001)                                            $2.50                        50,000
----------------------------------------------------------- ---------------------------- -----------------------------
Initial Director Options (2001)                                        $3.15                        10,000
----------------------------------------------------------- ---------------------------- -----------------------------
Annual Director Options (2002)                                         $3.50                         1,250
----------------------------------------------------------- ---------------------------- -----------------------------
Amendment to Consulting Agreement (2002)                               $0.55                       100,000
----------------------------------------------------------- ---------------------------- -----------------------------
                                                                                  TOTAL            161,250
----------------------------------------------------------- ---------------------------- -----------------------------

Acknowledged and agreed:

/s/ Michael K. Allio
---------------------------------------------
Michael K. Allio                   Date

Exhibit 10.35

MYMETICS CORPORATION

706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472

June 20, 2002

DIRECTOR AND NON-EMPLOYEE
STOCK OPTION AGREEMENT
(Non-Statutory)

Dr. Peter P. McCann
Chief Executive Officer and President
706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472

Dear Dr. McCann:

I am pleased to advise you that as of the date hereof, the Administrator appointed by the Board of Directors of Mymetics Corporation (f/k/a Ichor Corporation) (the "CORPORATION"), which administers the Mymetics Corporation 2001 Stock Option Plan (the "PLAN"), has granted you an option to purchase 10,000 shares of Common Stock (the "COMMON STOCK") of the Corporation at a price of $3.50 per share (the "OPTION").

The terms applicable to the Option are set forth below and in the Plan, a copy of which accompanies this Agreement.

1. Term and Vesting.

The Option shall expire at the close of the business on December 19, 2012. The Option granted hereby shall be fully vested as of the date of this Stock Option Agreement

2. Other Option Terms.

The Option has been granted pursuant to the Plan, and the terms and conditions of the Plan are incorporated by reference in this Agreement as though set forth herein in their entirety.

The Option is a "Non-Statutory Stock Option" as defined in the Plan.

If your relationship with the Corporation (or a Subsidiary) terminates for a reason other than death, voluntary termination with the written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall terminate immediately. If your relationship with the Corporation terminates because of death, voluntary termination with written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall be exercisable to the extent permitted by Section 7 of the Plan; provided, however, that if you engage in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise) which is in competition with the Corporation (or a Subsidiary), the Administrator in its sole discretion may immediately terminate the Option.

Subject to the foregoing and the provisions of the Plan, the Option may be exercised at your election, in whole or in part, at any time prior to its expiration. The Option may be exercised by (a) delivery of written notice to the Corporation setting forth your election to exercise and the number of shares of Common Stock to be purchased and (b) payment of the purchase price for the shares to be purchased. The notice must be dated and signed by the person exercising the Option. If the Option is exercised by someone other than you, the notice must be accompanied by proof, satisfactory to the Administrator, of the right of such person(s) to exercise the Option under the Plan.

The date of exercise of the Option is the date on which the notice of exercise, proof of right to exercise (if required) and payment of the exercise price are received by the Corporation at its principal executive office, to the attention of the Corporation's Secretary. As of the date of exercise, you will be considered by the Corporation for all purposes to be the owner of the shares of Common Stock purchased, subject to the terms set forth in this Agreement.

3. Securities Law Matters.

Neither this Option nor the shares of Common Stock issuable upon exercise of the Option (the "SHARES") have been registered under the Securities Act of 1933 (the "1933 ACT") or any other securities laws (together with the 1933 Act, the "ACTS"). Therefore, in order to ensure compliance with the Acts, notwithstanding anything else in the Option to the contrary, you (and any successive holder) agree by accepting the Option as follows: This Option and the Shares may not be sold, transferred, pledged or hypothecated in the absence of
(i) an effective registration statement under the Acts

applicable to the Option or the Shares or (ii) the availability of an exemption from the registration requirements of the Acts and, at the reasonable request of the Corporation, an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under the Acts.

The Corporation is under no obligation to register the Option or the Shares, or take any other action in connection with the offer or sale of the Shares.

Prior to the issuance or delivery of any Shares pursuant to the exercise of the Option in whole or in part, you may be required to represent and warrant (i) that the Shares to be acquired upon exercise of the Option are being acquired for investment for your own account and not with a view to resale or other distribution thereof and (ii) that you will not sell or otherwise transfer any such Shares unless the Shares are registered under the Acts or an exemption from registration is available. The certificate or certificates representing any Shares issued or delivered upon exercise of the Option shall bear a legend to this effect (and a legend evidencing any other restrictions on transfer set forth in the Plan) and other legends required by any applicable securities laws.

4. Other Transfer Restrictions.

The Option may not be transferred except as permitted under the Plan.

5. Tax and Withholding Matters.

Under current federal income tax laws, upon exercise of the Option you may recognize compensation income equal to the amount (if any) by which the fair market value (on the date of exercise) of the Shares acquired upon such exercise exceeds the purchase price paid for such Shares. You will be notified by the Corporation of the amount of any state and local income taxes and employment taxes required to be withheld by the Corporation on any compensation income resulting from the exercise of the Option, and the Corporation in its sole discretion may require you to provide the funds necessary to satisfy such withholding obligation or may provide such funds on your behalf, subject to your obligation, which you hereby assume, to reimburse the Corporation for the amount (or portion of the amount) so withheld.

6. Miscellaneous.

When accepted by you, this Agreement shall constitute an agreement which shall be binding upon the successors and assigns of the Corporation and your heirs and legal representatives.

This Agreement does not confer any right on you to continue as a director of the Corporation or any Subsidiary or interfere in any way with the rights of the Corporation's shareholders to remove you as a director of the Corporation.

It is suggested that you obtain competent advice as to the tax consequences of the exercise of the Option prior to the time you exercise any part of the Option.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute or disagreement which shall arise under or in any way relate to the interpretation or construction of the Plan or this Agreement shall be resolved by the Board, and its decision shall be final, binding and conclusive for all purposes.

This Agreement is the Stock Option Agreement referred to in Section 7(F) of the Plan and has been prepared in duplicate. Please execute both copies of this Agreement in the space provided and return one copy to Mymetics Corporation, 706 Giddings Avenue, Suite 1C, Annapolis, Maryland, Attn: Corporate Secretary.

Very truly yours,

MYMETICS CORPORATION

By: /s/ John M. Musacchio
   -------------------------------------------

Name: John M. Musacchio
     -----------------------------------------

Title: Corporate Secretary
      ----------------------------------------

Receipt Acknowledged and
Option Accepted:

/s/ Peter P. McCann
-----------------------------------------
Signature of Optionee

Exhibit 10.36

MYMETICS CORPORATION

706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472

July 23, 2002

DIRECTOR AND NON-EMPLOYEE
STOCK OPTION AGREEMENT
(Non-Statutory)

Dr. Peter P. McCann
Chief Executive Officer and President
706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472

Dear Dr. McCann:

I am pleased to advise you that as of the date hereof, the Administrator appointed by the Board of Directors of Mymetics Corporation (f/k/a Ichor Corporation) (the "CORPORATION"), which administers the Mymetics Corporation 2001 Stock Option Plan (the "PLAN"), has granted you an option to purchase 1,250 shares of Common Stock (the "COMMON STOCK") of the Corporation at a price of $3.50 per share (the "OPTION").

The terms applicable to the Option are set forth below and in the Plan, a copy of which accompanies this Agreement.

1. Term and Vesting.

The Option shall expire at the close of the business on January 22, 2013. The Option granted hereby shall be fully vested as of the date of this Stock Option Agreement

2. Other Option Terms.

The Option has been granted pursuant to the Plan, and the terms and conditions of the Plan are incorporated by reference in this Agreement as though set forth herein in their entirety.

The Option is a "Non-Statutory Stock Option" as defined in the Plan.

If your relationship with the Corporation (or a Subsidiary) terminates for a reason other than death, voluntary termination with the written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall terminate immediately. If your relationship with the Corporation terminates because of death, voluntary termination with written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall be exercisable to the extent permitted by Section 7 of the Plan; provided, however, that if you engage in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise) which is in competition with the Corporation (or a Subsidiary), the Administrator in its sole discretion may immediately terminate the Option.

Subject to the foregoing and the provisions of the Plan, the Option may be exercised at your election, in whole or in part, at any time prior to its expiration. The Option may be exercised by (a) delivery of written notice to the Corporation setting forth your election to exercise and the number of shares of Common Stock to be purchased and (b) payment of the purchase price for the shares to be purchased. The notice must be dated and signed by the person exercising the Option. If the Option is exercised by someone other than you, the notice must be accompanied by proof, satisfactory to the Administrator, of the right of such person(s) to exercise the Option under the Plan.

The date of exercise of the Option is the date on which the notice of exercise, proof of right to exercise (if required) and payment of the exercise price are received by the Corporation at its principal executive office, to the attention of the Corporation's Secretary. As of the date of exercise, you will be considered by the Corporation for all purposes to be the owner of the shares of Common Stock purchased, subject to the terms set forth in this Agreement.

3. Securities Law Matters.

Neither this Option nor the shares of Common Stock issuable upon exercise of the Option (the "SHARES") have been registered under the Securities Act of 1933 (the "1933 ACT") or any other securities laws (together with the 1933 Act, the "ACTS"). Therefore, in order to ensure compliance with the Acts, notwithstanding anything else in the Option to the contrary, you (and any successive holder) agree by accepting the Option as follows: This Option and the Shares may not be sold, transferred, pledged or hypothecated in the absence of
(i) an effective registration statement under the Acts

applicable to the Option or the Shares or (ii) the availability of an exemption from the registration requirements of the Acts and, at the reasonable request of the Corporation, an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under the Acts.

The Corporation is under no obligation to register the Option or the Shares, or take any other action in connection with the offer or sale of the Shares.

Prior to the issuance or delivery of any Shares pursuant to the exercise of the Option in whole or in part, you may be required to represent and warrant (i) that the Shares to be acquired upon exercise of the Option are being acquired for investment for your own account and not with a view to resale or other distribution thereof and (ii) that you will not sell or otherwise transfer any such Shares unless the Shares are registered under the Acts or an exemption from registration is available. The certificate or certificates representing any Shares issued or delivered upon exercise of the Option shall bear a legend to this effect (and a legend evidencing any other restrictions on transfer set forth in the Plan) and other legends required by any applicable securities laws.

4. Other Transfer Restrictions.

The Option may not be transferred except as permitted under the Plan.

5. Tax and Withholding Matters.

Under current federal income tax laws, upon exercise of the Option you may recognize compensation income equal to the amount (if any) by which the fair market value (on the date of exercise) of the Shares acquired upon such exercise exceeds the purchase price paid for such Shares. You will be notified by the Corporation of the amount of any state and local income taxes and employment taxes required to be withheld by the Corporation on any compensation income resulting from the exercise of the Option, and the Corporation in its sole discretion may require you to provide the funds necessary to satisfy such withholding obligation or may provide such funds on your behalf, subject to your obligation, which you hereby assume, to reimburse the Corporation for the amount (or portion of the amount) so withheld.

6. Miscellaneous.

When accepted by you, this Agreement shall constitute an agreement which shall be binding upon the successors and assigns of the Corporation and your heirs and legal representatives.

This Agreement does not confer any right on you to continue as a director of the Corporation or any Subsidiary or interfere in any way with the rights of the Corporation's shareholders to remove you as a director of the Corporation.

It is suggested that you obtain competent advice as to the tax consequences of the exercise of the Option prior to the time you exercise any part of the Option.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute or disagreement which shall arise under or in any way relate to the interpretation or construction of the Plan or this Agreement shall be resolved by the Board, and its decision shall be final, binding and conclusive for all purposes.

This Agreement is the Stock Option Agreement referred to in Section 7(F) of the Plan and has been prepared in duplicate. Please execute both copies of this Agreement in the space provided and return one copy to Mymetics Corporation, 706 Giddings Avenue, Suite 1C, Annapolis, Maryland, Attn: Corporate Secretary.

Very truly yours,

MYMETICS CORPORATION

By: /s/ John M. Musacchio
   -----------------------------------------

Title: Corporate Secretary
      --------------------------------------

Receipt Acknowledged and
Option Accepted:

/s/ Peter P. McCann
--------------------------------------
Signature of Optionee

Exhibit 10.37

MYMETICS CORPORATION

706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472

February 6, 2003

DIRECTOR AND NON-EMPLOYEE
STOCK OPTION AGREEMENT
(Non-Statutory)

Dr. Peter P. McCann
1669 Chinford Trail
Annapolis, MD 21401

Dear Dr. McCann:

I am pleased to advise you that as of the date hereof, the Administrator appointed by the Board of Directors of Mymetics Corporation (f/k/a Ichor Corporation) (the "CORPORATION"), which administers the Mymetics Corporation 2001 Stock Option Plan (the "PLAN"), has granted you an option to purchase 75,000 shares of Common Stock (the "COMMON STOCK") of the Corporation at a price of $0.14 per share (the "OPTION"). A summary of all options that have been granted to you (including the Options) under the Plan is set forth on Exhibit A, attached hereto.

The terms applicable to the Option are set forth below and in the Plan, a copy of which accompanies this Agreement.

1. Term and Vesting.

The Option shall expire at the close of the business on July 31, 2013. The Option granted hereby shall be fully vested as of the date of this Stock Option Agreement

2. Other Option Terms.

The Option has been granted pursuant to the Plan, and the terms and conditions of the Plan are incorporated by reference in this Agreement as though set forth herein in their entirety.

The Option is a "Non-Statutory Stock Option" as defined in the Plan.

If your relationship with the Corporation (or a Subsidiary) terminates for a reason other than death, voluntary termination with the written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall terminate immediately. If your relationship with the Corporation terminates because of death, voluntary termination with written consent of the Corporation (or a Subsidiary) or involuntary termination without cause, the Option shall be exercisable to the extent permitted by Section 7 of the Plan; provided, however, that if you engage in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise) which is in competition with the Corporation (or a Subsidiary), the Administrator in its sole discretion may immediately terminate the Option.

Subject to the foregoing and the provisions of the Plan, the Option may be exercised at your election, in whole or in part, at any time prior to its expiration. The Option may be exercised by (a) delivery of written notice to the Corporation setting forth your election to exercise and the number of shares of Common Stock to be purchased and (b) payment of the purchase price for the shares to be purchased. The notice must be dated and signed by the person exercising the Option. If the Option is exercised by someone other than you, the notice must be accompanied by proof, satisfactory to the Administrator, of the right of such person(s) to exercise the Option under the Plan.

The date of exercise of the Option is the date on which the notice of exercise, proof of right to exercise (if required) and payment of the exercise price are received by the Corporation at its principal executive office, to the attention of the Corporation's Secretary. As of the date of exercise, you will be considered by the Corporation for all purposes to be the owner of the shares of Common Stock purchased, subject to the terms set forth in this Agreement.

3. Securities Law Matters.

Neither this Option nor the shares of Common Stock issuable upon exercise of the Option (the "SHARES") have been registered under the Securities Act of 1933 (the "1933 ACT") or any other securities laws (together with the 1933 Act, the "ACTS"). Therefore, in order to ensure compliance with the Acts, notwithstanding anything else in the Option to the contrary, you (and any successive holder) agree by accepting the Option as follows: This Option and the Shares may not be sold, transferred, pledged or hypothecated in the absence of
(i) an effective registration statement under the Acts applicable to the Option or the Shares or (ii) the availability of an exemption from the registration requirements of the Acts and, at the reasonable request of the Corporation, an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under the Acts.

The Corporation is under no obligation to register the Option or the Shares, or take any other action in connection with the offer or sale of the Shares.

Prior to the issuance or delivery of any Shares pursuant to the exercise of the Option in whole or in part, you may be required to represent and warrant (i) that the Shares to be acquired upon exercise of the Option are being acquired for investment for your own account and not with a view to resale or other distribution thereof and (ii) that you will not sell or otherwise transfer any such Shares unless the Shares are registered under the Acts or an exemption from registration is available. The certificate or certificates representing any Shares issued or delivered upon exercise of the Option shall bear a legend to this effect (and a legend evidencing any other restrictions on transfer set forth in the Plan) and other legends required by any applicable securities laws.

4. Other Transfer Restrictions.

The Option may not be transferred except as permitted under the Plan.

5. Tax and Withholding Matters.

Under current federal income tax laws, upon exercise of the Option you may recognize compensation income equal to the amount (if any) by which the fair market value (on the date of exercise) of the Shares acquired upon such exercise exceeds the purchase price paid for such Shares. You will be notified by the Corporation of the amount of any state and local income taxes and employment taxes required to be withheld by the Corporation on any compensation income resulting from the exercise of the Option, and the Corporation in its sole discretion may require you to provide the funds necessary to satisfy such withholding obligation or may provide such funds on your behalf, subject to your obligation, which you hereby assume, to reimburse the Corporation for the amount (or portion of the amount) so withheld.

6. Miscellaneous.

When accepted by you, this Agreement shall constitute an agreement which shall be binding upon the successors and assigns of the Corporation and your heirs and legal representatives.

This Agreement does not confer any right on you to continue as a director of the Corporation or any Subsidiary or interfere in any way with the rights of the Corporation's shareholders to remove you as a director of the Corporation.

It is suggested that you obtain competent advice as to the tax consequences of the exercise of the Option prior to the time you exercise any part of the Option.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute or disagreement which shall arise under or in any way relate to the interpretation or construction of the Plan or this Agreement shall be resolved by the Board, and its decision shall be final, binding and conclusive for all purposes.

This Agreement is the Stock Option Agreement referred to in Section 7(F) of the Plan and has been prepared in duplicate. Please execute both copies of this Agreement and the attached Exhibit A in the space provided and return one copy to Mymetics Corporation, 706 Giddings Avenue, Suite 1C, Annapolis, Maryland, Attn: Corporate Secretary.

Very truly yours,

MYMETICS CORPORATION

By: /s/ John M. Musacchio
   --------------------------------------------

Name: John M. Musacchio
     ------------------------------------------

Title: Corporate Secretary
      -----------------------------------------

Receipt Acknowledged and
Option Accepted:

/s/ Peter P. McCann
---------------------------------------
Signature of Optionee

----------------------------------------------------------- ---------------------------- -----------------------------
                     BASIS FOR GRANT                           EXERCISE PRICE/SHARE          NO. OF OPTION SHARES
----------------------------------------------------------- ---------------------------- -----------------------------
Initial Director Options (2002)                                        $3.50                         10,000
----------------------------------------------------------- ---------------------------- -----------------------------
Annual Director Options (2002)                                         $3.50                          1,250
----------------------------------------------------------- ---------------------------- -----------------------------
Separation Agreement (2003)                                            $0.14                         75,000
----------------------------------------------------------- ---------------------------- -----------------------------
                                                                                  TOTAL              86,250
----------------------------------------------------------- ---------------------------- -----------------------------

Acknowledged and agreed:

/s/ Peter P. McCann
---------------------------------------
Peter P. McCann           Date

Exhibit 10.38

PATENT PLEDGE AGREEMENT

THIS PATENT PLEDGE AGREEMENT (this "AGREEMENT"), is made as of November __, 2002, by MYMETICS, S.A., a corporation formed under the laws of France ("Mymetics S.A."), MYMETICS DEUTSCHLAND GMBH, a German limited liability company ("Mymetics GmbH"), and MYMETICS CORPORATION, a corporation formed under the laws of the United States of America ("Mymetics Corporation" and together with Mymetics S.A. and Mymetics GmbH, the "ASSIGNORS"), in favor of MFC MERCHANT BANK S.A., a Bank organized under the laws of Switzerland (the "ASSIGNEE").

WITNESSETH

WHEREAS, Mymetics Corporation, the parent company of Mymetics S.A. and Mymetics GmbH, is party to that certain Credit Facility Agreement (as amended from time to time, the "CREDIT AGREEMENT"), dated as of July 27, 2000, by and among Mymetics Corporation (as successor in interest to Hippocampe S.A.) and the Assignee, providing for the Assignee to make available to the Assignors, directly or indirectly, certain credit facilities on the terms and conditions set forth therein; and

WHEREAS, in accordance with provisions of the Credit Agreement, and as further consideration for the extension of additional credit to Mymetics Corporation under the Credit Agreement, which funds have been and will continue to be used to fund the operations of each of the Assignors, Assignors have agreed to deliver patent pledge agreements with respect to all currently existing, pending and newly developed patents to serve as security for the Obligations (as that term is defined in the Credit Agreement).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows, with the intent to be legally bound:

1. As security for the full and timely payment of the Obligations under the Credit Agreement and the other Loan Documents, the Assignors hereby grant, assign and convey to the Assignee their entire right, title and interest in and to the patent applications and patents listed in Exhibit A which is attached hereto and incorporated herein by this reference, including, without limitation, all proceeds thereof (for example, license royalties and proceeds of infringement suits), the right to sue for past, present and future infringements, all rights corresponding thereto throughout the world and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof (collectively, the "PATENTS").

2. The Assignors covenant and warrant that:

(a) The Patents are subsisting and have not been adjudged invalid or unenforceable, in whole or in part;

(b) To the best of the Assignors' knowledge, each of the Patents is valid and enforceable;

(c) Except as may have already been pledged by the Assignors to the Assignee, the Assignors are the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of the Patents, free and clear of any liens, charges and encumbrances, including without limitation pledges, assignments, licenses and covenants by the Assignor not to sue third persons; and

(d) Each of the Assignor has the unqualified right to enter into this Agreement and perform its terms and has entered and will enter into written agreements with each of its present and future employees, agents and consultants responsible for generating inventions incident to their employment, agency or consulting relationship which will enable such Assignor to comply with the covenants herein contained.

3. Each of the Assignor agrees that, until all of the Obligations shall have been satisfied in full , it will not enter into any agreement (for example, a license agreement) which is inconsistent with such Assignor's obligations under this Agreement, without the Assignee's prior written consent. Each of the Assignors acknowledges that it has derived benefits from the funds made available pursuant to the Credit Agreement and expect to continue to do so until the Obligations are satisfied.

4. If, before the Obligations shall have been satisfied in full, any of the Assignors shall obtain rights to any new patentable inventions, or become entitled to the benefit of any patent application or patent for any reissue, division, continuation, renewal, extensions, or continuation-in-part of any patent or any improvement on any patent worldwide (in addition to the Patents) or any other intellectual property, the provisions of Section 1 above, shall automatically apply thereto and such Assignor shall give to the Assignee prompt notice thereof in writing.

5. Each of the Assignor authorizes the Assignee to modify this Agreement by amending Exhibit A to include any future patents and patent applications which are Patents under Section 4 above.

6. Unless and until there shall have occurred and be continuing an Event of Default (as that term is defined in the Credit Agreement), the Assignee hereby grants to each of the Assignors the exclusive, nontransferable right and license under the Patents to make, have made for it, use and sell the inventions disclosed and claimed in the Patents for the Assignors' own benefit and account and for none other. Each of the Assignors agrees not to sell or assign its interest in, or grant any sublicense under, the license granted to such Assignor in this section, without the prior written consent of the Assignee.

7. If any Event of Default shall have occurred and be continuing, the Assignors' license under the Patents as set forth in Section 6 above shall terminate forthwith, and the Assignee shall have, in addition to all other rights and remedies given it by this Agreement, those allowed by law, and the rights and remedies of a secured party under applicable federal, state or local laws as enacted in any jurisdiction in which the Patents may be located and without limiting the generality of the foregoing, the Assignee may immediately, without demand of performance and without other notice (except as set forth below) or demand whatsoever to Assignors, all of which are hereby expressly waived, and without advertisement, sell at a public or private sale or otherwise realize upon, the whole or, from time to time any part of the Patents, or any interest which the Assignors may have therein, and after deducting from the proceeds of sale or other disposition of the Patents all expenses (including all reasonable expenses for brokers' fees and legal services), shall apply the residue of such proceeds toward the payment of the Obligations. Any remainder of the proceeds after payment in full of the Obligations shall be paid over to the Assignors pro rata. Notice of any sale or other disposition of the Patents shall be given to the Assignors at least five (5) days before the time of any intended public or private sale or other disposition of the Patents is to be made, which Assignors hereby agrees shall be reasonable notice of such sale or other disposition. At any such sale or other disposition, Assignee may, to the extent permissible under applicable law, purchase the whole or any part of the Patents sold, free from any right of redemption on the part of the Assignors, which right is hereby waived and released.

8. If any Event of Default shall have occurred and be continuing, each of the Assignors hereby authorizes and empowers the Assignee to make, constitute and appoint any officer or agent of the Assignee, as the Assignee may select in its exclusive discretion, as such Assignor's true and lawful attorney-in-fact, with the power to endorse such Assignor's name on all applications, documents, papers and instruments necessary for Assignee to use the Patents, or to grant or issue any exclusive or nonexclusive license under the Patents to any third person, or necessary for Assignee to assign, pledge, convey or otherwise transfer title in or dispose of the Patents to any third person. Each of the Assignors hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. The Assignors acknowledge that this power of attorney is coupled with an interest and shall be irrevocable for the life of this Agreement.

9. At such time as the Assignors shall completely satisfy all of the Obligations, this Agreement shall terminate and the Assignee shall execute and deliver to the Assignors all deeds, assignments and other instruments as may be necessary or proper to revest in the Assignors full title to the Patents, subject to any disposition thereof which may have been made by the Assignee pursuant hereto.

10. Any and all fees, costs and expenses, including the reasonable attorney's fees and legal expenses incurred by the Assignee in connection with the preparation of this Agreement and all other documents relating hereto and the consummation of this transaction, the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment of discharge of any taxes, counsel fees, maintenance fees, encumbrances or otherwise protecting, maintaining or preserving the Patents, or in defending or prosecuting any actions or proceedings arising out of or related to the Patents, shall be borne and paid to the Assignors on

demand by the Assignee and until so paid shall be added to the principal amount of the Obligations and shall bear interest at the applicable rate prescribed in the Credit Agreement.

11. The Assignors shall have the duty, through counsel acceptable to the Assignee, to prosecute diligently any patent applications of the Patents pending as of the date of this Agreement or thereafter until the Obligations shall have been paid in full, to make application on unpatented but patentable inventions and to preserve and maintain all rights in patent applications and patents of the Patents, including without limitation the payment of all maintenance fees. Any expense incurred in connection with such an application shall be borne by the Assignor. The Assignors shall not abandon any right to file a patent application, or any pending patent application or patent without the consent of the Assignee, which consent shall not be unreasonably withheld.

12. Each of the Assignors shall have the right, with the consent of the Assignee, which shall not be unreasonably withheld, to bring suit in its own name, and to join the Assignee, if necessary, as a party to such suit so long as the Assignee is satisfied that such joinder will not subject it to any risk of liability, to enforce the Patents and any license thereunder. The Assignors shall promptly, upon demand, reimburse and indemnify the Assignee for all damages, costs and expenses, including legal fees, incurred by the Assignee pursuant to this section.

13. No course of dealing between the Assignors and the Assignee, nor any failure to exercise, nor any delay in exercising, on the part of the Assignee, any right, power or privilege hereunder or under the Credit Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

14. All of the Assignee's rights and remedies with respect to the Patents, whether established hereby or by the Credit Agreement, or by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently.

15. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid and unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any clause or provision of this Agreement in any jurisdiction.

16. This Agreement is subject to modification only by a writing signed by the parties, except as provided in Section 5 above.

17. The benefit and burdens of this Agreement shall inure to the benefit of and be binding upon the respective successor and permitted assigns of the parties.

18. This Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of Delaware.

19. This Agreement and any amendment hereto may be executed in several counterparts and by each party on a separate counterpart, each of which, when so executed and delivered, shall be an original, but all of which together shall constitute but one and the same instrument. In proving this Agreement or any amendment hereto, it shall not be necessary to produce or account for more than one such counterpart signed by the other party against whom enforcement is sought.

20. Capitalized terms used in this Agreement as defined terms which are not defined herein but which are defined in the Credit Agreement shall have the meanings herein which are given to them in the Credit Agreement.

21. This Agreement is being made pursuant to the Credit Agreement. Nothing contained in this Agreement shall in any way supersede, modify, replace, amend, change, rescind, waive or otherwise affect any of the provisions, including the representations, warranties, covenants and agreements of the parties set forth in the Credit Agreement. This instrument is intended only to effect the transfer of the Patents assigned by the Assignor to the Assignee pursuant to the Credit Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Assignor has executed this Agreement as of the day and year first above written.

MYMETICS CORPORATION

MYMETICS S.A.

MYMETICS DEUTSCHLAND GMBH

Acknowledged:

MFC MERCHANT BANK S.A.

EXHIBIT A

(a) PATENTS/PATENT APPLICATIONS

I. UNITED STATES

TITLE: METHOD FOR OBTAINING VACCINES FOR PREVENTING THE PATHOGINIC EFFECTS RELATED TO A RETROVIRAL INFECTION
INVENTORS: SERRES, PIERRE-FRANCOIS;
CURRENT OWNER(S): MYMETICS SA
SERIAL NO.: 09/570921
FILING DATE: 15-May-2000
STATUS: issued September 24, 2002 as US Patent No 6,455,265

TITLE: METHOD FOR OBTAINING VACCINES FOR PREVENTING THE PATHOGINIC EFFECTS RELATED TO A RETROVIRAL INFECTION
INVENTORS: SERRES, PIERRE-FRANCOIS;
CURRENT OWNER(S): MYMETICS SA
SERIAL NO.: 10/198938
FILING DATE: 22-Jul-2002
STATUS: Pending, filed as divisional of allowed US application 09/570921

TITLE: USE OF ANTIBODIES IDENTIFYING THE INTERLEUKIN-2 RECEPTOR FOR PREVENTING AND/OR TREATING HIV INFECTIONS
INVENTOR: SERRES, PIERRE-FRANCOIS
CURRENT OWNER(S): MYMETICS SA
SERIAL NO.: 09/979271
FILING DATE: 17-Jan-2002
STATUS: Pending, abandonment in favor of new CIP is under consideration

TITLE:POLYPEPTIDE INHIBITER OF HIV INFECTIVITY
INVENTOR: SERRES, PIERRE-FRANCOIS
CURRENT OWNER(S): MYMETICS CORP
SERIAL NO.: 60/340492
FILING DATE: 18-Dec-2001
STATUS: Pending, this is a US provisional application that will be converted to US utility and PCT applications by Dec 18, 2002.

TITLE: POTENT INHIBITION OF HIV-1 IN VITRO BY GP41-DERIVED SYNTHETIC PEPTIDES INVENTORS: SERRES, PIERRE-FRANCOIS, KAZMI, S H; SATTENTAU, Q J CURRENT OWNER(S): MYMETICS CORP
SERIAL NO.: 60/386754
FILING DATE: 10-Jun-2002
STATUS: Pending, this is a US provisional application that will be converted to US utility and PCT applications by June 10, 2003.

TITLE: NEW PEPTIDES AND USE THEREOF IN THERAPEUTIC AGENTS AGAINST FELINE FIVE INFECTION.
INVENTOR: SERRES, PIERRE-FRANCOIS
CURRENT OWNER(S): MYMETICS SA
SERIAL NO.: 10/222976
FILING DATE: 19-Aug-2002
STATUS: Pending, this is a US utility application based on French applications 01 10910 and 01 15424.

TITLE: PEPTIDES AS INHIBITORS OF HIV INFECTION
INVENTORS: SERRES, PIERRE-FRANCOIS,
CURRENT OWNER(S): MYMETICS CORP
SERIAL NO.: 60/413919
FILING DATE: 27-Jul-2002
STATUS: Pending, this is a US provisional application that will be converted to US utility and PCT applications by July 27, 2003.

African Regional Industrial                  AP/P/00/01841           filed 17-Nov-1998
Australia                                    12434/99                filed 17-Nov-1998
Brazil                                       PI9814204               filed 17-Nov-1998
Canada                                       2309676                 filed 17-Nov-1998
China                                        98811909.9              filed 17-Nov-1998
Eurasian Patent Organization                 200000528               filed 17-Nov-1998
European Patent Convention                   98955673.3              filed 17-Nov-1998
France                                       9714387                 filed 17-Nov-1997
Israel                                       136163                  filed 17-Nov-1998
Japan                                        2000-520810             filed 17-Nov-1998
Republic of Korean                           2000-7005402            filed 17-Nov-1998
Mexico                                       4633                    filed 17-Nov-1998
New Zealand                                  505152                  filed 17-Nov-1998
African Union Territories OAPI               1200000145              filed 17-Nov-1998
Viet Nam                                     S20000544               filed 17-Nov-1998

France                                       99/0652                 filed 21-May-1999
  Pending
ARIPO (Africa)                               AP/P/0102354            filed 22-May-2000
  Pending Abandonment under consideration
Canada                                       2373991                 filed 22-May-2000
  Pending
European Patent Convention                   00931335.4              filed 22-May-2000
  Pending
Eurasian Patent Organization                 2001011228              filed 22-May-2000
  Pending  Abandonment under consideration
OAPI (Africa)                                1200100307              filed 22-May-2000

  Pending  Abandonment under consideration
South Africa                                 2001/9664               filed 22-May-2000
  Pending  Abandonment under consideration

FRENCH APPLICATIONS:

French Application No. 01 10910 (the `910 application), filed August 17, 2001, novel peptides useful in the treatment of FIV in cats, inventor Pierre-Francois Serres Pending

French Application No. 01 15424 (the `424 application), filed November 29, 2001, novel peptides useful in the treatment of FIV in cats, inventor Pierre-Francois Serres, Pending

French Application No. 01 16290, December 17, 2001. novel peptides useful in the treatment of FIV in cats, inventor Simone Giannecchini, Pending