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                                  APPENDIX "B"

                          CERTIFICATE OF INCORPORATION













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                          CERTIFICATE OF INCORPORATION

                                       OF

                           BIOVEST INTERNATIONAL, INC.

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

            Under Section 102 of the Delaware General Corporation Law


                                ARTICLE 1 -- NAME


           The name of the corporation is: BIOVEST INTERNATIONAL, INC.

                          ARTICLE 2 -- REGISTERED AGENT

     The name of the registered agent of the corporation in the State of
Delaware is: The Corporation Trust Company. The address of the corporation's
registered agent in the State of Delaware is: c/o Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801, County of New Castle.

                             ARTICLE 3 -- PURPOSE

     The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the Delaware General Corporation
Law.

                        ARTICLE 4 -- AUTHORIZED CAPITAL

     The corporation shall be authorized to issue the following shares:

     A. Aggregate Shares. The maximum number of shares of stock which the
corporation shall have the authority to issue is SIXTY MILLION (60,000,000), of
which FIFTY MILLION (50,000,000) shares, $.01 par value per share, shall be
common stock ("Common Stock"), and TEN MILLION (10,000,000) shares, $.01 par
value per share, shall be preferred stock ("Preferred Stock").

     B. Rights and Preferences. Pursuant to Section 151 of the General
Corporation Law of the State of Delaware, a statement of the designations,
powers, preferences and rights, and the qualifications and restrictions
thereof, in respect of each class of capital stock is as follows:

     1. Common Stock

     (i) Preemptive rights. Shares of Common Stock shall not have any
preemptive rights, unless otherwise granted pursuant to a written agreement of
the corporation;

     (ii) Dividends and Distributions. No payment of dividends or distributions
shall be made to the holders of shares of Common Stock unless and until the
holders of shares of Preferred Stock receive any preferential amounts to which
they are entitled under this Article or in the resolution or resolutions
providing for the issue of shares of preferred stock. Subject to the limitation
set forth in the preceding sentence of this subparagraph and except as
otherwise provided by this Certificate of Incorporation or in the resolution or
resolutions providing for the issue of shares of Preferred Stock, the holders
of shares of Common Stock shall be entitled to receive such dividends and
distributions as may be declared upon such shares of Common Stock, from time to
time by a resolution or resolutions adopted by the Board of Directors;

     (iii) Voting Rights. All holders of Common Stock shall be entitled to
notice of any stockholders' meeting. Subject to the provisions of any
applicable law and except as otherwise provided in this Certificate of
Incorporation or by the resolution or resolutions providing for the issue of
shares of Preferred Stock, all voting rights shall be vested solely in the
Common Stock. The holders of shares of Common Stock shall be entitled to vote
upon the election of directors and upon any other matter submitted to the
stockholders for a vote. Each share of Common Stock issued and outstanding
shall be entitled to one noncumulative vote. A fraction of a share of Common
Stock shall not be entitled to any voting rights whatsoever; and


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     (iv) Liquidation, Dissolution or Winding Up. Except as otherwise provided
in this Certificate of Incorporation and subject to the rights of holders, if
any, of Preferred Stock to receive preferential liquidation distributions to
which they are entitled under this Article or under the resolution or
resolutions providing for the issue of shares of preferred stock, in the event
of any liquidation, dissolution or winding up of the corporation, whether
voluntary or involuntary, after payment or provision for payment of the debts
and liabilities of the corporation, all assets of the corporation shall be
shared pro rata among the holders of the Common Stock.

     2. Preferred Stock The Board of Directors of the Corporation is hereby
expressly authorized at any time, and from time to time, to provide for the
issuance of shares of preferred stock in one or more series, with such voting
powers, full or limited, or no voting powers, and with such designations,
preferences and relative participating, optional or other rights, and
qualifications or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue thereof adopted by a majority
of the Board of Directors then in office and the certificate of designations
filed under the General Corporation Law of the State of Delaware setting forth
such resolution or resolutions.

     3. Consideration. Except as otherwise provided in this Certificate of
Incorporation or by applicable law, the Corporation's capital stock, regardless
of class, may be issued for such consideration and for such corporate purposes
as the Board of Directors may from time to time determine by a resolution or
resolutions adopted by a majority of the Board of Directors then in office.

                           ARTICLE 5 -- INCORPORATOR

     The name and mailing address of the incorporator is: Jonathan K. Bender,
Esq., Morrison Cohen Singer & Weinstein, LLP, 750 Lexington Avenue, New York,
New York 10022.

                            ARTICLE 6 -- DIRECTORS

     The number of directors of the corporation shall be such as from time to
time shall be fixed by resolution of the board of directors or as otherwise
provided in the by-laws of the corporation. Election of directors need not be
by written ballot unless the by-laws so provide. The corporation's board of
directors is authorized to adopt, amend or repeal the corporation's by-laws.
The Board of Directors shall be divided into three classes as nearly equal in
number as possible with respect to the first time for which they shall
severally hold office. Directors of Class I first chosen shall hold office
until the first annual meeting of the shareholders following their election;
directors of Class II first chosen shall hold office until the second annual
meeting following their election; and directors of Class III first chosen shall
hold office until the third annual meeting following their election. At each
annual meeting of stockholders held thereafter, directors shall be chosen for a
term of three years to succeed those whose terms expire. Any vacancy in the
board resulting from the death, resignation or retirement of a director, or any
other cause shall be filled by a majority vote of the remaining directors,
though less than a quorum, for a term corresponding to the unexpired term of
his predecessor in office. Any increase or decrease in the number of directors
shall be so apportioned among the classes as to make all classes authorized by
the requisite vote of shareholders as nearly equal in number as possible. Any
or all of the directors of the corporation may be removed from office at any
time, but only for cause. Each director shall hold office until the expiration
of the term for which he is elected and until his successor is elected and
qualified, or until his earlier resignation or removal.

                         ARTICLE 7 -- INDEMNIFICATION

     To the fullest extent permitted by Sections 102(b)(7) and 145 of the
General Corporation Law of the State of Delaware, as the same may be amended or
supplemented, or by any successor thereto, indemnify, the corporation shall
indemnify, reimburse and advance to any and all persons whom it shall have the
power to indemnify under such Sections from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
Section. Notwithstanding the foregoing, the indemnification provided for in
this Article shall not be deemed exclusive of any other rights to which those
entitled to receive indemnification or reimbursement hereunder may be entitled
under any by-laws of the corporation, agreement, vote of stockholders or
disinterested directors or otherwise.


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                      ARTICLE 8 -- LIABILITY OF DIRECTORS


     No director of the corporation shall be personally liable to the
corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for
any transaction from which the director derived an improper personal benefit,
it being the intention of the foregoing provision to eliminate the liability of
the corporation's directors to the corporation or its stockholders to the
fullest extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law, as amended from time to time. If the Delaware General
Corporation law hereafter is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law. Any repeal or modification of this paragraph
by the stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such repeal or modification.


     IN WITNESS WHEREOF, I have executed this Certificate of Incorporation on
this 2nd day of March, 2001.

                                        /s/ Jonathan K. Bender
                                        ---------------------------------
                                        Jonathan K. Bender, Incorporator

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