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                                                                   EXHIBIT 10.44



MYMETICS CORPORATION
CONSULTING AGREEMENT

         This Consulting Agreement (the "Agreement") dated February 23, 2005, is
entered into by and between Mymetics Corporation, a Delaware corporation, with
its principal place of business at 14, Rue de la Colombiere, CH-1260 Nyon,
Switzerland (the "Company"), and Northern Lights International, a Bahamian
company, with its principal office at Sea Horse Ranch, Cabarete Sosua, Dominican
Republic ("Consultant").

         1.       Consulting Relationship. During the term of this Agreement,
Consultant will provide consulting services (the "Services") to the Company as
described on Exhibit A attached to this Agreement. Consultant represents that
Consultant has the qualifications, the experience and the ability to properly
perform the Services. Consultant shall use Consultant's best efforts to perform
the Services such that the results are satisfactory to the Company. Consultant
shall devote at least 100 hours per month to performance of the Services.

         2.       Fees and Expenses. As consideration for the Services to be
provided by Consultant and other obligations, the Company shall pay to
Consultant the amounts specified in Exhibit B attached to this Agreement at the
times specified therein, and the Company shall reimburse Consultant for all
reasonable travel, entertainment and other expenses incurred or paid by
Consultant in connection with, or related to, the performance of Consultant's
responsibilities or services under this Agreement, upon presentation by
Consultant of documentation, expense statements, vouchers, and such other
supporting information as the Company may request, or as may be consistent with
standard company practices.

         3.       Term and Termination. Consultant shall serve as a consultant
to the Company effective on January 24, 2005. Notwithstanding the above, either
party may terminate this Agreement at any time upon thirty days written notice.

         4.       Independent Contractor. Consultant's relationship with the
Company will be that of an independent contractor and not that of an employee.

                  (a)      Method of Provision of Services: Consultant shall be
solely responsible for determining the method, details and means of performing
the Services. Consultant may, at Consultant's own expense, employ or engage the
service of such employees or subcontractors as Consultant deems necessary to
perform the Services required by this Agreement (the "Assistants"). Such
Assistants are not the employees of the Company and Consultant shall be wholly
responsible for the professional performance of the Services by his Assistants
such that the results are satisfactory to the Company. Consultant shall
expressly advise the Assistants of the terms of this Agreement, and ensure that
any Assistants who have access to the Confidential Information (defined below)
are bound by a non-disclosure agreement in content substantially equivalent to
the provisions hereof prior to any disclosure of the Confidential Information to
such persons.

                  (b)      No Authority to Bind Company. Neither Consultant, nor
any partner, agent or employee of Consultant, has authority to enter into
contracts that bind the Company or create obligations on the part of the Company
without the prior written authorization of the Company.

                  (c)      No Benefits. Consultant acknowledges and agrees that
Consultant (or Consultant's employees, if Consultant is an entity) will not be
eligible for any Company employee benefits and, to the extent Consultant (or
Consultant's employees, if Consultant is an entity) otherwise would be eligible
for any Company employee benefits but for the express terms of this Agreement,



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Consultant (on behalf of itself and its employees) hereby expressly declines to
participate in such Company employee benefits.

                  (d)      Withholding; Indemnification. Consultant shall have
full responsibility for applicable withholding taxes for all compensation paid
to Consultant, its partners, agents or its employees under this Agreement, and
for compliance with all applicable labor and employment requirements with
respect to Consultant's self-employment, sole proprietorship or other form of
business organization, and Consultant's partners, agents and employees,
including state worker's compensation insurance coverage requirements and any US
immigration visa requirements. Consultant agrees to indemnify, defend and hold
the Company harmless from any liability for, or assessment of, any claims or
penalties with respect to such withholding taxes, labor or employment
requirements, including any liability for, or assessment of, withholding taxes
imposed on the Company by the relevant taxing authorities with respect to any
compensation paid to Consultant or Consultant's partners, agents or its
employees.

         5.       Supervision of Consultant's Services. All of the Services to
be performed by Consultant, including but not limited to the Services, will be
as agreed between Consultant and the Company's President. Consultant will be
required to report to the President concerning the Services performed under this
Agreement. The nature and frequency of these reports (oral or written) will be
left to the discretion of the President.

         6.       Consulting or Other Services for Competitors. Consultant
represents and warrants that Consultant does not presently perform or intend to
perform, during the term of the Agreement, consulting or other services for, or
engage in or intend to engage in an employment relationship with, companies
whose businesses in any way involve products or services which are competitive
with the Company's products or services, or those products or services currently
proposed or in development by the Company however, Consultant decides to do so,
Consultant agrees that, in advance of accepting such work, Consultant will
promptly notify the Company in writing, specifying the organization with which
Consultant proposes to consult, provide services, or become employed by and to
provide information sufficient to allow the Company to determine if such work
would conflict with the terms of this Agreement, including the terms of the
Confidentiality Agreement, the interests of the Company or further services
which the Company might request of Consultant. If the Company determines that
such work conflicts with the terms of this Agreement, the Company reserves the
right to terminate this Agreement immediately.

         7.       Confidentiality Agreement. The Consultant may be afforded
access to information regarding the business and affairs of the Company and its
products during the course of the assignment ("Confidential Information"),
except such information which (i) is already in the party's possession, without
an obligation of confidentiality with respect thereto, prior to disclosure under
this Agreement, (ii) is or subsequently becomes part of the public domain
through no act or omission of the other party, (iii) is disclosed to the party
by a third party having no obligation of confidentiality thereto, provided the
party did not have actual or constructive notice that such information was
wrongfully disclosed by such third party; or (iv) is independently developed by
the party without access to or use of the Confidential Information.
Notwithstanding the foregoing, each party shall be entitled to disclose such
information: (a) to its agents, employees and representatives who have a need to
know such information, for the purpose of performance under this Agreement and
exercising the rights granted under this Agreement, or (b) to the extent
required by applicable law, or (c) during the course of or in connection with
any litigation, arbitration or other judicial proceeding based upon or in
connection with the subject matter of this Agreement. The Consultant agrees to
guard this Confidential Information, to hold it in strict confidence, and not to
disclose it to others without the written permission of the Company or until
such information is otherwise publicly


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released by the Company. The Consultant agrees that upon termination or
completion of this Agreement, any notebook, data or information acquired or
developed by the Consultant in carrying out the terms of this Agreement will be
turned over to the Company. Except as otherwise specifically authorized by the
Company in writing, information, data and reports developed or acquired by
Consultant in performance of this Agreement and furnished to the Company (the
"Deliverables") shall be the exclusive property of the Company. The Deliverables
shall not be disclosed to any third party without the written consent of the
Company. The Consultant acknowledges that the breach of any of the covenants
contained in this Section 7 will result in irreparable harm and continuing
damages to the Company and the Company's business, and that the Company's remedy
at law for any such breach or threatened breach would be inadequate.
Accordingly, in addition to such remedies as may be available to the Company at
law or in equity in the event of any such breach, any court of competent
jurisdiction may issue an injunction (both preliminary and permanent), without
bond, enjoining and restricting the breach or threatened breach of any such
covenant, including, but not limited to, an injunction restraining the
Consultant from disclosing, in whole or in part, any Confidential Information.
The Consultant shall pay all of the Company's costs and expenses, including
reasonable attorneys' fees and accountants' fees, incurred in enforcing such
covenants.

         8.       Conflicts with this Agreement. Consultant represents and
warrants that neither Consultant nor any of Consultant's partners, employees or
agents is under any pre-existing obligation in conflict or in any way
inconsistent with the provisions of this Agreement. Consultant represents and
warrants that Consultant's performance of all the terms of this Agreement will
not breach any agreement to keep in confidence proprietary information acquired
by Consultant in confidence or in trust prior to commencement of this Agreement.
Consultant warrants that Consultant has the right to disclose and/or or use all
ideas, processes, techniques and other information, if any, which Consultant has
gained from third parties, and which Consultant has disclosed to the Company or
which is necessary for the performance of the Services under this Agreement,
without liability to such third parties. Notwithstanding the foregoing,
Consultant agrees that Consultant shall not bundle with or incorporate into any
deliveries provided to the Company herewith any third party products, ideas,
processes, or other techniques, without the express, written prior approval of
the Company. Consultant represents and warrants that Consultant has not granted
and will not grant any rights or licenses to any intellectual property or
technology that would conflict with Consultant's obligations under this
Agreement. Consultant will not knowingly infringe upon any copyright, patent,
trade secret or other property right of any former client, employer or third
party in the performance of the Services required by this Agreement.

         9.       Miscellaneous.

                  (a)      Amendments and Waivers. Any term of this Agreement
may be amended or waived only with the written consent of the parties.

                  (b)      Sole Agreement. This Agreement, including the
Exhibits hereto, constitutes the sole agreement of the parties and supersedes
all oral negotiations and prior writings with respect to the subject matter
hereof.

                  (c)      Notices. Any notice required or permitted by this
Agreement shall be in writing and shall be deemed sufficient upon receipt, when
delivered personally or by courier, overnight delivery service or confirmed
facsimile, 48 hours after being deposited in the regular mail as certified or
registered mail (airmail if sent internationally) with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below, or as subsequently modified by written
notice.


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                  (d)      Choice of Law. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of New York, without giving effect to the principles of conflict of
laws.

                  (e)      Severability. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, the parties agree
to renegotiate such provision in good faith. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement, (ii)
the balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.

                  (f)      Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.

                  (g)      Arbitration. Any dispute or claim arising out of or
in connection with any provision of this Agreement will be finally settled by
binding arbitration in New York, New York, USA, in accordance with the rules of
the American Arbitration Association by one arbitrator appointed in accordance
with said rules. The arbitrator shall apply New York law, without reference to
rules of conflicts of law or rules of statutory arbitration, to the resolution
of any dispute. Judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. Notwithstanding the foregoing, the
parties may apply to any court of competent jurisdiction for preliminary or
interim equitable relief, or to compel arbitration in accordance with this
paragraph, without breach of this arbitration provision. This Section 10(g)
shall not apply to the Confidentiality Agreement set forth in Section 7.

                  (h)      Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN
EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE
OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND
PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY
PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF. [Signature Page Follows]

      The parties have executed this Agreement on the respective dates set forth
below.


MYMETICS CORPORATION


By:        /Christian Rochet/

Title:  President & CEO

Date:   March 23, 2005


CONSULTANT


By:     /Anthony Jessop/

Title:  President

Date:   March 23, 2005





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EXHIBIT A

DESCRIPTION OF CONSULTING SERVICES

The Company wishes to employ the Consultant for the development of a business
plan, introduction to strategic partners in the United States, Europe and Canada
and advice regarding growth strategies.







EXHIBIT B

COMPENSATION

1. 1,500,000 shares of the Company's common stock, $.01 par value per share,
upon execution of this Agreement; and

2. 1,500,000 shares of the Company's common stock, $.01 par value per share,
upon successful completion of the Consulting Services, such decision to be
solely within the discretion of the Company.