<PAGE>
                                                                EXHIBIT 10.5

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              MYMETICS CORPORATION

         Mymetics Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY:

         1. The name of the corporation is Mymetics Corporation. The date of
filing its original Certificate of Incorporation (originally incorporated under
the name ICHOR Corporation) with the Secretary of State was September 16, 1996.

         2. A Certificate of Designation was filed with the Secretary of State
of Delaware on March 6, 1998 to designate the rights and preferences of the
Series 1 Preferred Stock.

         3. A Certificate of Designation was filed with the Secretary of State
of Delaware on December 6, 1999 to designate the rights and preferences of the
Series 2 Preferred Stock.

         4. A Certificate of Designation was filed with the Secretary of State
of Delaware on March 23, 2001 to designate the rights and preferences of the
Special Voting Preferred Stock.

         5. An Amendment to the Certificate of Incorporation was filed with the
Secretary of State of Delaware on May 21, 2001.

         6. An Amendment to the Certificate of Incorporation was filed with the
Secretary of State of Delaware on July 23, 2001 to change the name of the
Corporation to "Mymetics Corporation."

         7. A Certificate of Correction to the Certificate of Incorporation was
filed with the Secretary of State of Delaware on July 26, 2001.

         8. A Certificate of Renewal and Revival of Certificate of Incorporation
was filed with the Secretary of State of Delaware on May 10, 2002.

         9. A Certificate of Renewal and Revival of Certificate of Incorporation
was filed with the Secretary of State of Delaware on March 22, 2004.

         10. This Amended and Restated Certificate of Incorporation so adopted
reads in full as set forth in Exhibit A attached hereto and is hereby
incorporated herein by this reference.





<PAGE>



         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its President this ____ day of November, 2004.

                                          MYMETICS CORPORATION


                                          By:
                                              ----------------------------
                                              CHRISTIAN J. F. ROCHET, PRESIDENT


<PAGE>



                                    EXHIBIT A

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              MYMETICS CORPORATION

                                    ARTICLE I

         The name of the corporation is Mymetics Corporation (the
"Corporation").

                                   ARTICLE II

         The name of its registered agent is The Corporation Trust Company and
the address of its registered office in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

                                   ARTICLE III

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware, as from time to time amended.

                                   ARTICLE IV

         The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Five Hundred Million (500,000,000)
shares. The total number of shares of Common Stock authorized to be issued is
Four Hundred Ninety-Five Million (495,000,000) shares, $0.01 par value per
share. The total number of shares of Preferred Stock authorized to be issued is
Five Million (5,000,000) shares, $0.01 par value per share, of which (i) Five
Hundred Thousand (500,000) shares are designated as 5% Cumulative Redeemable
Convertible Preferred Stock, Series 1 (the "Series 1 Preferred Stock"), (ii) of
which One Hundred Thousand (100,000) shares are designated as "5% Cumulative
Redeemable Convertible Preferred Stock, Series 2" (the "Series 2 Preferred
Stock") and (iii) of which One (1) share is designated as "Special Voting
Preferred Stock."

                  Except as otherwise provided by law, the shares of stock of
the Corporation, regardless of class, may be issued by the Corporation from time
to time in such amounts, for such consideration and for such corporate purposes
as the Corporation's Board of Directors may from time to time determine.

                  The rights, preferences, privileges and restrictions granted
to or imposed upon the Preferred Stock are as follows:

                           A. Series 1 Preferred Stock

                  The first series of Preferred Stock, designated 5% Cumulative
Redeemable Convertible Preferred Stock, Series 1 (the "Series 1 Shares") shall
have attached thereto, in addition to the rights, privileges, restrictions,
conditions and limitations attaching to the Preferred Stock as a class, the
following rights, privileges, restrictions and conditions (the "Series 1
Provisions"):

<PAGE>

1.       GENERAL

1.1      DEFINITIONS

         Where used in these Series 1 Provisions, the following words and
phrases shall, unless there is something in the context otherwise inconsistent
therewith, have the following meanings, respectively:

(a)      "business day" means a day other than a Saturday, Sunday or any other
         day treated as a holiday in the State of Delaware;

(b)      "close of business" means the normal closing hour of the principal
         office of the transfer agent for the Series 1 Shares;

(c)      "Common Shares" means the Common Shares in the Corporation as such
         shares were constituted on February 20, 1998, or as such shares may be
         changed from time to time, provided that any adjustment in the
         Conversion Rate required by clause 3.5 hereof has been made;

(d)      "Conversion Price" means 90% of the Current Market Price;

(e)      "Conversion Rate" means the number of Common Shares into which one
         Series 1 Share may be converted at such time in accordance with the
         provisions of Section 3;

(f)      "Current Market Price" of the Common Shares on any date means the
         arithmetic weighted average of the closing prices for sales of Common
         Shares on the designated exchange based upon the 20 day average closing
         trading price on the designated exchange, provided that in the event
         that the Common Shares are not listed on any stock exchange or through
         any quotation system, Current Market Price shall be determined by the
         board of directors of the Corporation, which determination shall be
         conclusive;

(g)      "designated exchange" means on any date, the stock exchange or
         quotation system through which the largest number of Common Shares of
         the Corporation traded over the 20 trading day period immediately
         preceding such date;

(h)      "director" means a director of the Corporation for the time being and
         "directors" or "board of directors" means the board of directors of the
         Corporation or, if duly constituted and empowered, the executive
         committee of the board of directors of the Corporation for the time
         being, and reference, without further elaboration, to action by the
         directors means either action by the directors of the Corporation as a
         board or action by the said executive committee as such committee;

(i)      "herein", "hereto", "hereunder", "hereof", "hereby" and similar
         expressions mean or refer to these Series 1 Provisions and not to any
         particular Section, clause, subclause, subdivision or portion hereof,
         and the expressions "Section", "clause" and "subclause" followed by a
         number or a letter mean and refer to the specified Section, clause or
         subclause hereof;

(j)      "Initial Issue Date" means the first date on which any Series 1 Shares
         are issued and outstanding;

(k)      " Issue Price" means $10.00 per Series 1 Share;

(l)      "Junior Shares" means any shares in the capital of the Corporation
         ranking after or subordinate to the Series 1 Shares as to the payment
         of dividends or the return of capital, including, without limiting the
         generality of the foregoing, the Common Shares;


<PAGE>

(m)      "Liquidation Distribution" means the distribution of assets of the
         Corporation on the liquidation, dissolution or winding-up of the
         Corporation, whether voluntary or involuntary, or any other
         distribution of assets of the Corporation among its shareholders for
         the purpose of winding up its affairs;

(n)      "ranking as to capital" means ranking or priority with respect to the
         distribution of assets in the event of a Liquidation Distribution;

(o)      "Series 1 Holder" means a person recorded on the securities register of
         the Corporation as being the registered holder of one or more Series 1
         Shares;

(p)      "trading day" means any day on which the designated exchange is open
         for business and on which the relevant class of shares of the
         Corporation are traded; and

(q)      "transfer agent" means the corporation or corporations from time to
         time appointed by the directors as the transfer agent for the Series 1
         Shares and, in the event that no such person is appointed, "transfer
         agent" means the Corporation.

1.2      GENDER, ETC.

         Words importing only the singular number include the plural and vice
versa and words importing any gender include all genders.

1.3      CURRENCY

         All monetary amounts referred to herein shall be in lawful money of the
United States.

1.4      HEADINGS

         The division of these Series 1 Provisions into Sections, clauses,
subclauses or other subdivisions and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation hereof

1.5      BUSINESS DAY

         In the event that any date upon which any dividends on the Series l
Shares are payable by the Corporation, or upon or by which any other action is
required to be taken by the Corporation or any Series 1 Holder hereunder, is not
a business day, then such dividend shall be payable or such other action shall
be required to be taken on or by the next succeeding day which is a business
day.

2.       DIVIDENDS

2.1      DECLARATION AND PAYMENT OF DIVIDENDS

         The holders of Series 1 Shares shall be entitled to receive and the
Corporation shall pay thereon, as and when declared by the board of directors
out of funds legally available for such purpose, fixed preferential cumulative
cash dividends at the rate of $0.50 per share per annum. Such dividends shall
accrue, whether or not earned or declared, from and including the date of issue
of such shares and, subject as hereinafter provided, shall be payable in equal
quarterly installments of $0.125 per share on the last day of each of March,
June, September and December in each year (each of which date is hereinafter
referred to as a "dividend payment date"). The first dividend payment date shall
be March 31, 1998.

<PAGE>

2.2      AMOUNT OF DIVIDEND

         The amount of the dividend for any period which is less than a full
quarter with respect to any Series 1 Share:

         (i)      which is issued, redeemed or purchased; or

         (ii)     where assets of the Corporation are distributed to the Series
                  1 Holders pursuant to Section 6 hereof;

shall be equal to the amount calculated by multiplying $0.125 by a fraction the
numerator of which is the number of days in such quarter for which such share
has been outstanding (including the dividend payment date at the beginning of
such quarter if such share was outstanding on that date excluding the next
succeeding dividend payment date if such share was outstanding on that date),
and the denominator of which is the number of days in such quarter (including
the dividend payment date at the beginning thereof and excluding the next
succeeding dividend payment date).

         The amount of dividend payable in respect of each Series 1 Share on the
first dividend payment date following the Initial Issue Date shall be that
proportion of $0.125 which the number of days from and including the Initial
Issue Date to but excluding such dividend payment date is to the total number of
days in the 3 month period immediately preceding such dividend payment date.

2.3      CUMULATION OF DIVIDENDS

         If on any dividend payment date a dividend accrued to and payable on
such date is not paid in full on the Series 1 Shares then issued and
outstanding, the dividend or the unpaid part thereof shall be paid on a
subsequent dividend payment date or dividend payment dates determined by the
board of directors on which the Corporation shall have sufficient moneys legally
available for the payment of the same. The Series 1 Holders shall not be
entitled to any dividends other than or in excess of the fixed preferential
cumulative dividends provided for in this Section 2.

3.       CONVERSION

3.1      RIGHT TO CONVERT

         Upon and subject to the terms and conditions hereinafter set forth, the
holders of Series 1 Shares shall have the right, at any time and from time to
time, up to the close of business on March 6, 2003, or, in the case of Series l
Shares called for redemption, to the close of business on the business day
immediately preceding the date fixed for redemption, whichever is earlier
(provided, however, that if the Corporation shall fail to redeem such Series 1
Shares in accordance with the notice of redemption the right of conversion shall
thereupon be restored as if such call for redemption had not been made), to
convert all or any part of their Series 1 Shares into fully paid and
non-assessable Common Shares, at the Conversion Rate in effect on the date of
conversion. Unless and until adjusted in accordance with these Series 1
Provisions, the Conversion Rate shall be equal to the quotient obtained when the
Issue Price plus all accrued and unpaid dividends thereon outstanding as at the
date of conversion is divided by the Conversion Price.

3.2      CONVERSION PROCEDURE

         The conversion right provided for in clause 3.1 may be exercised by
completing and executing a notice of conversion on the certificate or
certificates representing the Series 1 Shares in respect of which the holder
thereof desires to exercise such right of conversion or such other form of
notice approved by the Corporation and by delivering the said notice and
certificate or certificates to the transfer agent for the Series 1 Shares at any
office for the transfer of the Series 1 Shares. The said

<PAGE>

notice of conversion shall be signed by such holder or by his duly authorized
attorney or agent, with signature guaranteed in a manner satisfactory to the
transfer agent and shall specify the number of Series 1 Shares which the Series
1 Holder desires to have converted. The transfer form in the certificate or
certificates in question need not be endorsed, except in the circumstances
contemplated by clause 3.3. If less than all the Series 1 Shares represented by
a certificate or certificates are to be converted, the Series 1 Holder shall be
entitled to receive, at the expense of the Corporation, a new certificate
representing the Series 1 Shares represented by the certificate or certificates
surrendered as aforesaid which are not to be converted.

3.3      PERSON TO WHOM COMMON SHARES WILL BE ISSUED

         On any conversion of Series 1 Shares the share certificates for Common
Shares resulting therefrom shall be issued at the expense of the Corporation in
the name of the registered holder of the Series 1 Shares converted or in such
name or names as such registered holder may direct in writing, provided that
such registered holder shall pay any applicable security transfer taxes. In any
case where the Common Shares are to be issued in the name of a person other than
the holder of the converted Series l Shares, the transfer form on the back of
the certificates in question shall be endorsed by the registered holder of the
Series 1 Shares or his duly authorized attorney or agent, with signature
guaranteed in a manner satisfactory to the transfer agent.

3.4      EFFECTIVE DATE OF CONVERSION

         Each Series 1 Holder whose shares are to be converted in whole or in
part (or any other person or persons in whose name or names any certificates
representing Common Shares are issued as provided in clause 3.3) shall be deemed
to have become the holder of record of the Common Shares into which such Series
1 Shares are converted, for all purposes, on the respective dates of receipt by
the transfer agent of the certificate or certificates representing the Series 1
Shares to be converted as provided in clause 3.2, notwithstanding any delay in
the delivery of the certificate or certificates representing the Common Shares
into which such Series 1 Shares have been converted and, effective as of and
throughout such respective dates, the Series 1 Holder shall cease to be
registered as the holder of record of the Series 1 Shares so converted.

3.5      ADJUSTMENT OF CONVERSION RATE

3.5.1    If and whenever at any time and from time to time the Corporation shall
         (i) subdivide, redivide or change its then outstanding Common Shares
         into a greater number of Common Shares, (ii) reduce, combine or
         consolidate or change its then outstanding Common Shares into a lesser
         number of Common Shares, or (iii) issue Common Shares (or securities
         exchangeable or convertible into Common Shares) to the holders of all
         or substantially all of its then outstanding Common Shares by way of
         stock dividend or other distribution (other than a stock dividend paid
         in the ordinary course) (any of such events being herein called a
         "Common Share Reorganization"), the Conversion Rate shall be adjusted
         effective immediately after the record date at which the holders of
         Common Shares are determined for the purpose of the Common Share
         Reorganization to provide that each Series 1 Holder shall thereafter be
         entitled to receive such number of Common Shares as he would have been
         entitled to receive had he exercised his conversion rights immediately
         prior to such Common Share Reorganization.

3.5.2    If and whenever there is a capital reorganization of the Corporation
         not otherwise provided for in this clause 3.5 or a consolidation,
         merger, arrangement or amalgamation (statutory or otherwise) of the
         Corporation with or into another body corporate (any such event being
         called a "Capital Reorganization"), any Series 1 Holder who has not
         exercised his right of conversion prior to the record date for such

<PAGE>

         Capital Reorganization shall be entitled to receive and shall accept,
         upon the exercise of such right at any time after the record date for
         such Capital Reorganization, in lieu of the number of Common Shares to
         which he was theretofore entitled upon conversion, the aggregate number
         of shares or other securities of the Corporation or of the corporation
         or body corporate resulting, surviving or continuing from the Capital
         Reorganization that such holder would have been entitled to receive as
         a result of such Capital Reorganization if, on the record date, he had
         been the registered holder of the number of Common Shares to which he
         was theretofore entitled upon conversion, subject to adjustment
         thereafter in accordance with provisions the same, as nearly as may be
         possible, as those contained in this clause 3.5; provided that no such
         Capital Reorganization shall be carried into effect unless all
         necessary steps shall have been taken so that the Series 1 Holder shall
         thereafter be entitled to receive such number of shares or other
         securities of the Corporation or of the corporation or body corporate
         resulting, surviving or continuing from the Capital Reorganization.

3.5.3    In case of any reclassification of, or other change in, the outstanding
         Common Shares other than a Common Share Reorganization or a Capital
         Reorganization, the right of conversion shall be adjusted immediately
         after the record date for such reclassification or other change so that
         Series 1 Holders shall be entitled to receive, upon the exercise of
         such right at any time after the record date of such reclassification
         or other change, such shares, securities or rights as they would have
         received had such Series 1 Shares been converted into Common Shares
         immediately prior to such record date subject to adjustment thereafter
         in accordance with provisions, the same as nearly may be possible, as
         those contained in this clause 3.5.

3.6      ENTITLEMENT TO DIVIDENDS

         Each Series 1 Holder on the record date for any dividend declared
payable on the Series 1 Shares shall be entitled to such dividend
notwithstanding that any Series 1 Share owned by him is converted after such
record date and before the payment date of such dividend. The registered holder
of any Common Share resulting from any conversion effected pursuant to this
Section 3 shall be entitled to rank equally with the registered holders of all
other Common Shares in respect of all dividends declared payable to holders of
Common Shares of record on or after the date of conversion.

3.7      AVOIDANCE OF FRACTIONAL SHARES

         In any case where a fraction of a Common Share would otherwise be
issuable on conversion of one or more Series 1 Shares, the Corporation shall, at
its option, either (i) adjust such fractional interest by payment by check in an
amount equal to the then current market value of such fractional interest or
(ii) issue in respect of such fraction a scrip certificate transferable by
delivery entitling the holder thereof and of other similar certificates
aggregating one full Common Share, upon surrender of such certificates at such
place as may be designated therein, to obtain from the Corporation a full Common
Share and to receive a share certificate therefor; such checks shall be payable
to the holders thereof in lawful money of the United States at par at any branch
in the United States of the Corporation's bankers for the time being and such
scrip certificates shall be in such form and shall be subject to such terms and
conditions as the directors may determine and shall provide that the holder
thereof shall not thereby be a shareholder and shall not be entitled to receive
dividends or to any other rights of a shareholder. The amount of any cash
adjustment shall equal the current market value of such fractional interest
computed on the basis of the last sale price (or average of the bid and asked
prices if there were no sales) per share for the Common Shares on the NASDAQ
Stock Market (or, if such shares are not then listed and posted for trading on
such stock exchange, on such stock exchange or quotation system through which
such shares are listed and posted for trading as may be selected by the board of
directors) on the business day next preceding the conversion date. In the event
that the Common Shares of the Corporation are not listed on any stock exchange
or through any quotation system the current market value shall be determined by
the board of directors which determination shall be conclusive.


<PAGE>

4.       REDEMPTION

4.1      OPTIONAL REDEMPTION

4.1.1    The Corporation, upon giving notice as hereinafter provided, may redeem
         all at any time and part from time to time of the then outstanding
         Series 1 Shares, on payment for each share to be redeemed of the Issue
         Price together in each case with an amount equal to all accrued and
         unpaid cumulative preferential dividends thereon calculated to but
         excluding the date fixed for redemption, the whole constituting and
         herein referred to as the "Redemption Price". The Redemption Price
         shall be adjusted in the event of any subdivision, redivision,
         reduction, combination or consolidation of the outstanding Series 1
         Shares to provide that the Series 1 Holders shall thereafter be
         entitled to receive the same amount in respect of the Redemption Price
         as they would have been entitled to receive had the Corporation
         redeemed the Series 1 Shares prior to the occurrence of any such event.

4.2      PARTIAL REDEMPTION

         If less than all the Series 1 Shares are at any time to be redeemed,
the shares to be redeemed shall be selected by lot or in such other manner as
the board of directors may deem equitable or, if the board of directors so
determines, on a pro rata basis, disregarding fractions, according to the number
of Series 1 Shares held by each of the registered holders thereof. If less than
all of the Series 1 Shares are at any time to be redeemed and a Series 1 Holder
has duly exercised his right to convert into Common Shares all or any part of
the number of Series 1 Shares held by such holder which have been called for
redemption, the number of Series 1 Shares held by such Series 1 Holder to be
redeemed shall be reduced by the number (but not exceeding the number of Series
1 Shares held by such Series 1 Holder called for redemption) of Series 1 Shares
in respect of which such registered holder has duly exercised his right to
convert into Common Shares. If only a part of the Series 1 Shares represented by
any certificate shall be redeemed, a new certificate representing the balance of
such shares shall be issued to the holder thereof at the expense of the
Corporation upon presentation and surrender of the first mentioned certificate.

4.3      METHOD OF REDEMPTION

4.3.1    In any case of redemption of Series 1 Shares, the Corporation shall not
         less than 10 days and not more than 45 days before the date specified
         for redemption send by prepaid first class mail or deliver to the
         registered address of each person who at the date not more than 50 days
         prior to the date of mailing or delivery is a Series 1 Holder to be
         redeemed a notice in writing of the intention of the Corporation to
         redeem the Series 1 Shares registered in the name of such holder.
         Accidental failure or omission to give such notice to one or more
         holders shall not affect the validity of such redemption, but upon such
         failure or omission being discovered notice shall be given forthwith to
         such holder or holders and such notice shall have the same force and
         effect as if given in due time. Such notice shall set out the number of
         Series 1 Shares held by the person to whom it is addressed which are to
         be redeemed, the Redemption Price, the date specified for redemption
         and the place or places at which holders of Series 1 Shares may present
         and surrender such shares for redemption.

4.3.2    On the date so specified for redemption, the Corporation shall pay or
         cause to be paid to or to the order of the Series 1 Holders to be
         redeemed the Redemption Price of such shares on presentation and
         surrender of the certificate or certificates representing the Series 1
         Shares called for redemption at the registered office of the
         Corporation or any other place or places specified in the notice of
         redemption. Payment in respect of Series 1 Shares being redeemed shall
         be made by check payable to the holder thereof in lawful money of the
         United States at par at any branch in the United States of the
         Corporation's bankers for the time being.

<PAGE>

4.3.3    From and after the date specified for redemption in any such notice of
         redemption, the Series 1 Shares called for redemption shall cease to be
         entitled to dividends or any other participation in the assets of the
         Corporation and the holders thereof shall not be entitled to exercise
         any of their other rights as shareholders in respect thereof unless
         payment of the Redemption Price shall not be made upon presentation and
         surrender of the certificates in accordance with the foregoing
         provisions, in which case the rights of the holders shall remain
         unaffected.

4.3.4    The Corporation shall have the right at any time on or after the
         mailing or delivery of notice of its intention to redeem Series 1
         Shares to deposit the Redemption Price of the Series 1 Shares so called
         for redemption, or of such of the Series 1 Shares which are represented
         by certificates which have not at the date of such deposit been
         surrendered by the holders thereof in connection with such redemption,
         to a special account in any specified United States bank named in such
         notice of redemption or in a subsequent notice to the registered
         holders of the shares in respect of which the deposit is made, to be
         paid without interest to or to the order of the respective Series 1
         Holders whose shares have been called for redemption, upon presentation
         and surrender to such bank of the certificates representing such
         shares. Upon such deposit being made, the Series 1 Shares in respect of
         which such deposit shall have been made shall be deemed to have been
         redeemed and the rights of the holders thereof after such shall be
         limited to receiving their proportion (less any tax required to be
         deducted or withheld therefrom) of the amount so deposited without
         interest, upon presentation and surrender of the certificate or
         certificates representing the Series 1 Shares being redeemed. Any
         interest allowed on any such deposit shall belong to the Corporation.

4.3.5    Redemption moneys that are represented by a check which has not been
         presented to the Corporation's bankers for payment or that otherwise
         remain unclaimed (including moneys held on deposit in a special account
         as provided for above) for a period of 5 years from the date specified
         for redemption shall be forfeited to the Corporation.

5.       RESTRICTIONS ON DIVIDENDS, RETIREMENT AND ISSUANCE OF SHARES

         While any Series 1 Shares are outstanding, the Corporation shall not,
without the approval of the holders of Series 1 Shares given as hereinafter
specified:

(a)      declare, set aside for payment or pay any dividends on or make
         distributions on or in respect of any Junior Shares (other than
         dividends consisting of Junior Shares); or

(b)      call for redemption, redeem, purchase, retire or acquire for value or
         distribute in respect of any Junior Shares (except to the extent and
         out of net cash proceeds received by the Corporation from a
         substantially concurrent issue of Junior Shares); or

(c)      call for redemption, redeem, purchase or otherwise retire or acquire
         for value less than all of the Series 1 Shares outstanding;

unless, in each such case, all dividends then payable on the Series 1 Shares
then outstanding accrued up to and including the dividends payable on the
immediately preceding respective date or dates for the payment of dividends
thereon shall have been declared and paid or set apart for payment or unless
such action has been approved by the Series 1 Holders.

6.       LIQUIDATION, DISSOLUTION OR WINDING-UP

         In the event of any Liquidation Distribution, each Series 1 Holder
shall be entitled to receive before any amount shall be paid by the Corporation
or any assets of the Corporation shall be distributed to registered holders of
shares ranking as to capital junior to the Series 1 Shares in connection with
the Liquidation Distribution, an amount equal to the stated capital per share of
all Series 1 Shares held by

<PAGE>

such holder, together with an amount equal to all accrued but unpaid cumulative
dividends thereon. After payment to the Series 1 Holders of the amount so
payable to them, they shall not be entitled to share in any further distribution
of assets of the Corporation.

7.       VOTING RIGHTS

         Except as otherwise required by law, the holders of the Series 1 Shares
shall not be entitled, as such, to receive notice of or attend or vote at any
meeting of shareholders of the Corporation other than a meeting of Series 1
Holders.

8.       AMENDMENTS TO SERIES 1 PROVISIONS

         These Series 1 Provisions may be repealed, altered, modified, amended
or varied only with the prior approval of the holders of the Series 1 Shares
given in the manner provided in Section 9 hereof in addition to any other
approval required by any statutory provision of like or similar effect
applicable to the Corporation, from time to time in force.

9.       CONSENTS AND APPROVALS

9.1 The approval of the Series l Holders with respect to any and all matters may
be given by one or more consents in writing signed by the holders of at least
2/3 of the issued and outstanding Series 1 Shares or by a resolution passed by
at least 2/3 of the votes cast at a meeting of the Series l Holders duly called
for that purpose and held upon at least 10 days' notice, at which the holders of
at least 1/3 of the outstanding Series 1 Shares are present or represented by
proxy. If at any such meeting the holders of 1/3 of the outstanding Series 1
Shares are not present or represented by proxy within one-half hour after the
time appointed for such meeting, then the meeting may be adjourned to such date
being not less than 7 days later and to such time and place as may be appointed
by the chairman of the meeting.

9.2 The formalities to be observed with respect to the giving of notice of any
such meeting and the conduct thereof shall be those from time to time prescribed
by the by-laws of the Corporation with respect to meetings of shareholders.

9.3 On every vote taken at every such meeting or adjourned meeting every Series
1 Holder shall be entitled to one vote in respect of each Series 1 Share of
which he is the registered holder.

10.      NOTICES

10.1 Any notice required or permitted to be given to any Series 1 Holder shall
be sent by first class mail, postage prepaid, or delivered to such holder at his
address as it appears on the records of the Corporation or, in the event of the
address of any such shareholder not so appearing, to the last known address of
such shareholder. The accidental failure to give notice to one or more of such
shareholders shall not affect the validity of any action requiring the giving of
notice by the Corporation. Any notice given as aforesaid shall be deemed to be
given on the date upon which it is mailed or delivered.

                           B. Series 2 Preferred Stock

         The second series of Preferred Stock, designated 5% Cumulative
Redeemable Convertible Preferred Stock, Series 2 (the "Series 2 Shares") shall
have attached thereto, in addition to the rights, privileges, restrictions,
conditions and limitations attaching to the Preferred Stock as a class, the
following rights, privileges, restrictions and conditions (the "Series 2
Provisions"):

<PAGE>

1.       GENERAL

1.1      DEFINITIONS

         Where used in these Series 2 Provisions, the following words and
phrases shall, unless there is something in the context otherwise inconsistent
therewith, have the following meanings, respectively:

(a)      "business day" means a day other than a Saturday, Sunday or any other
         day treated as a holiday in the State of Delaware;

(b)      "close of business" means the normal closing hour of the principal
         office of the transfer agent for the Series 2 Shares.;

(c)      "Common Shares" means the Common Shares in the Corporation as such
         shares were constituted on November 30, 1999, or as such shares may be
         changed from time to time, provided that any adjustment in the
         Conversion Rate required by clause 3.5 hereof has been made;

(d)      "Conversion Price" means 90% of the Current Market Price;

(e)      "Conversion Rate" means at any time the number of Common Shares into
         which one Series 2 Share may be converted at such time in accordance
         with the provisions of Section 3;

(f)      "Current Market Price" of the Common Shares on any date means the
         arithmetic weighted average of the closing prices for sales of Common
         Shares on the designated exchange based upon the 20 day average closing
         trading price on the designated exchange, provided that in the event
         that the Common Shares are not listed on any stock exchange or through
         any quotation system, Current Market Price shall be determined by the
         board of directors of the Corporation, which determination shall be
         conclusive;

(g)      "designated exchange" means on any date, the stock exchange or
         quotation system through which the largest number of Common Shares of
         the Corporation traded over the 20 trading day period immediately
         preceding such date;

(h)      "director" means a director of the Corporation for the time being and
         "directors" or "board of directors" means the board of directors of the
         Corporation or, if duly constituted and empowered, the executive
         committee of the board of directors of the Corporation for the time
         being, and reference, without further elaboration, to action by the
         directors means either action by the directors of the Corporation as a
         board or action by the said executive committee as such committee;

(i)      "herein", "hereto", "hereunder", "hereof', "hereby" and similar
         expressions mean or refer to these Series 2 Provisions and not to any
         particular Section, clause, subclause, subdivision or portion hereof,
         and the expressions "Section", "clause" and "subclause" followed by a
         number or a letter mean and refer to the specified Section, clause or
         subclause hereof;

(j)      "Initial Issue Date" means the first date on which any Series 2 Shares
         are issued and outstanding;

(k)      "Issue Price" means $10.00 per Series 2 Share;

(l)      "Junior Shares" means any shares in the capital of the Corporation
         ranking after or subordinate to the Series 2 Shares as to the payment
         of dividends or the return of capital, including, without limiting the
         generality of the foregoing, the Common Shares;

<PAGE>

(m)      "Liquidation Distribution" means the distribution of assets of the
         Corporation on the liquidation, dissolution or winding-up of the
         Corporation, whether voluntary or involuntary, or any other
         distribution of assets of the Corporation among its shareholders for
         the purpose of winding up its affairs;

(n)      "ranking as to capital" means ranking or priority with respect to the
         distribution of assets in the event of a Liquidation Distribution;

(o)      "Series 1 Shares" means the first series of Preferred Stock, designated
         5% Cumulative Redeemable Convertible Preferred Stock, Series 1, of
         which 467,500 are issued and outstanding as at November 30, 1999;

(p)      "Series 1 Holder" means a person recorded in the securities register of
         the Corporation as being the registered holder of one or more Series 1
         Shares;

(q)      "Series 2 Holder" means a person recorded on the securities register of
         the Corporation as being the registered holder of one or more Series 2
         Shares;

(r)      "trading day" means any day on which the designated exchange is open
         for business and on which the relevant class of shares of the
         Corporation are traded; and

(s)      "transfer agent" means the corporation or corporations from time to
         time appointed by the directors as the transfer agent for the Series 2
         Shares and, in the event that no such person is appointed, "transfer
         agent" means the Corporation.

1.2      GENDER, ETC.

         Words importing only the singular number include the plural and vice
versa and words importing any gender include all genders.

1.3      CURRENCY

         All monetary amounts referred to herein shall be in lawful money of the
United States.

1.4      HEADINGS

         The division of these Series 2 Provisions into sections, clauses,
subclauses or other subdivisions and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation hereof.

1.5      BUSINESS DAY

         In the event that any date upon which any dividends on the Series 2
Shares are payable by the Corporation, or upon or by which any other action is
required to be taken by the Corporation or any Series 2 Holder hereunder, is not
a business day, then such dividend shall be payable or such other action shall
be rewired to be taken on or by the next succeeding day which is a business day.

2.       DIVIDENDS

2.1      DECLARATION AND PAYMENT OF DIVIDENDS

         The holders of Series 2 Shares shall be entitled to receive and the
Corporation shall pay thereon, as and when declared by the board of directors
out of funds legally available for such purpose, fixed preferential cumulative
cash dividends at the rate of $0.50 per share per annum. Such dividends shall

<PAGE>

accrue, whether or not earned or declared, from and including the date of issue
of such shares and, subject as hereinafter provided, shall be payable in equal
quarterly installments of $0.125 per share on the last day of each of March,
June, September and December in each year (each of which date is hereinafter
referred to as a "dividend payment date"). The first dividend payment date shall
be December 31, 1999. In the event that the Corporation does not have sufficient
funds legally available for the purpose of payment of dividends to allow full
payment of dividends to Series 1 Holders and Series 2 Holders on any dividend
payment date, payment of dividends on such date shall be made pro rata and pari
passu to the holders of the Series 1 Shares and the Series 2 Shares.

2.2      AMOUNT OF DIVIDEND

         The amount of the dividend for any period which is less than a full
quarter with respect to any Series 2 Share:

         (i)      which is issued, redeemed or purchased; or

         (ii)     where assets of the Corporation are distributed to the Series
                  2 Holders pursuant to Section 6 hereof;

shall be equal to the amount calculated by multiplying $0.125 by a fraction the
numerator of which is the number of days in such quarter for which such share
has been outstanding (including the dividend payment date at the beginning of
such quarter if such share was outstanding on that date excluding the next
succeeding dividend payment date if such share was outstanding on that date),
and the denominator of which is the number of days in such quarter (including
the dividend payment date at the beginning thereof and excluding the next
succeeding dividend payment date).

         The amount of dividend payable in respect of each Series 2 Share on the
first dividend payment date following the Initial Issue Date shall be that
proportion of $0.125 which the number of days from and including the Initial
Issue Date to but excluding such dividend payment date is to the total number of
days in the 3 month period immediately preceding such dividend payment date.

2.3      CUMULATION OF DIVIDENDS

         If on any dividend payment date a dividend accrued to and payable on
such date is not paid in full on the Series 2 Shares then issued and
outstanding, the dividend or the unpaid part thereof shall be paid on a
subsequent dividend payment date or dividend payment dates determined by the
board of directors on which the Corporation shall have sufficient moneys legally
available for the payment of the same. The Series 2 Holders shall not be
entitled to any dividends other than or in excess of the fixed preferential
cumulative dividends provided for in this Section 2.

3.       CONVERSION

3.1      RIGHT TO CONVERT

         Upon and subject to the terms and conditions hereinafter set forth, the
holders of Series 2 Shares shall have the right, at any time and from time to
time, up to the close of business on November 30, 2004, or, in the case of
Series 2 Shares called for redemption, to the close of business on the business
day immediately preceding the date fixed for redemption, whichever is earlier
(provided, however, that if the Corporation shall fail to redeem such Series 2
Shares in accordance with the notice of redemption the right of conversion shall
thereupon be restored as if such call for redemption had not been made), to
convert all or any part of their Series 2 Shares into fully paid and
non-assessable Common Shares, at the Conversion Rate in effect on the date of
conversion. Unless and until adjusted in accordance with these Series 2
Provisions, the Conversion Rate shall be equal to the quotient obtained when the


<PAGE>

Issue Price plus all accrued and unpaid dividends thereon outstanding as at the
date of conversion is divided by the Conversion Price.

3.2      CONVERSION PROCEDURE

         The conversion right provided for in clause 3.1 may be exercised by
completing and executing a notice of conversion on the certificate or
certificates representing the Series 2 Shares in respect of which the holder
thereof desires to exercise such right of conversion or such other form of
notice approved by the Corporation and by delivering the said notice and
certificate or certificates to the transfer agent for the Series 2 Shares at any
office for the transfer of the Series 2 Shares. The said notice of conversion
shall be signed by such holder or by his duly authorized attorney or agent, with
signature guaranteed in a manner satisfactory to the transfer agent and shall
specify the number of Series 2 Shares which the Series 2 Holder desires to have
converted. The transfer form in the certificate or certificates in question need
not be endorsed, except in the circumstances contemplated by clause 3.3. If less
than all the Series 2 Shares represented by a certificate or certificates are to
be converted, the Series 2 Holder shall be entitled to receive, at the expense
of the Corporation, a new certificate representing the Series 2 Shares
represented by the certificate or certificates surrendered as aforesaid which
are not to be converted.

3.3      PERSON TO WHOM COMMON SHARES WILL BE ISSUED

         On any conversion of Series 2 Shares the share certificates for Common
Shares resulting therefrom shall be issued at the expense of the Corporation in
the name of the registered holder of the Series 2 Shares converted or in such
name or names as such registered holder may direct in writing, provided that
such registered holder shall pay any applicable security transfer taxes. In any
case where the Common Shares are to be issued in the name of a person other than
the holder of the converted Series 2 Shares, the transfer form on the back of
the certificates in question shal1 be endorsed by the registered holder of the
Series 2 Shares or his duty authorized attorney or agent, with signature
guaranteed in a manner satisfactory to the transfer agent.

3.4      EFFECTIVE DATE OF CONVERSION

         Each Series 2 Holder whose shares are to be converted in whole or in
part (or any other person or persons in whose name or names any certificates
representing Common Shares are issued as provided in clause 3.3) shall be deemed
to have become the holder of record of the Common Shares into which such Series
2 Shares are converted, for all purposes, on the respective dates of receipt by
the transfer agent of the certificate or certificates representing the Series 2
Shares to be converted as provided in clause 3.2, notwithstanding any delay in
the delivery of the certificate or certificates representing the Common Shares
into which such Series 2 Shares have been converted and, effective as of and
throughout such respective dates, the Series 2 Holder shall cease to be
registered as the holder of record of the Series 2 Shares so converted.

3.5      ADJUSTMENT OF CONVERSION RATE

3.5.1    If and whenever at any time and from time to time the Corporation shall
         (i) subdivide, redivide or change its then outstanding Common Shares
         into a greater number of Common Shares, (ii) reduce, combine or
         consolidate or change its then outstanding Common Shares into a lesser
         number of Common Shares, or (iii) issue Common Shares (or securities
         exchangeable or convertible into Common Shares) to the holders of all
         or substantially all of its then outstanding Common Shares by way of
         stock dividend or other distribution (other than a stock dividend paid
         in the ordinary course) (any of such events being herein called a
         "Common Share Reorganization"), the Conversion Rate shall be adjusted
         effective immediately after the record date at which the holders of
         Common Shares are determined for the purpose of the Common

<PAGE>

         Share Reorganization to provide that each Series 2 Holder shall
         thereafter be entitled to receive such number of Common Shares as he
         would have been entitled to receive had he exercised his conversion
         rights immediately prior to such Common Share Reorganization.

3.5.2    If and whenever there is a capital reorganization of the Corporation
         not otherwise provided for in this clause 3.5 or a consolidation,
         merger, arrangement or amalgamation (statutory or otherwise) of the
         Corporation with or into another body corporate (any such event being
         called a "Capital Reorganization"), any Series 2 Holder who has not
         exercised his right of Conversion prior to the record date for such
         Capital Reorganization shall be entitled to receive and shall accept,
         upon the exercise of such right at any time after the record date for
         such Capital Reorganization, in lieu of the number of Common Shares to
         which he was theretofore entitled upon conversion, the aggregate number
         of shares or other securities of the Corporation or of the corporation
         or body corporate resulting, surviving or continuing from the Capital
         Reorganization that such holder would have been entitled to receive as
         a result of such Capital Reorganization if on the record date, he had
         been the registered holder of the number of Common Shares to which he
         was theretofore entitled upon conversion, subject to adjustment
         thereafter in accordance with provisions the same, as nearly as may be
         possible, as those contained in this clause 3.5; provided that no such
         Capital Reorganization shall be carried into effect unless all
         necessary steps shall have been taken so that the Series 2 Holder shall
         thereafter be entitled to receive such number of shares or other
         securities of the Corporation or of the corporation or body corporate
         resulting, surviving or continuing from the Capital Reorganization.

3.5.3    In case of any reclassification of, or other change in, the outstanding
         Common Shares other than a Common Share Reorganization or a Capital
         Reorganization, the right of conversion shall be adjusted immediately
         after the record date for such reclassification or other change so that
         Series 2 Holders shall be entitled to receive, upon the exercise of
         such right at any time after the record date of such reclassification
         or other change, such shares, securities or rights as they would have
         received had such Series 2 Shares been converted into Common Shares
         immediately prior to such record date subject to adjustment thereafter
         in accordance with provisions, the same as nearly may be possible, as
         those contained in this clause 3.5.

3.6      ENTITLEMENT TO DIVIDENDS

         Each Series 2 Holder on the record date for any dividend declared
payable on the Series 2 Shares shall be entitled to such dividend
notwithstanding that any Series 2 Share owned by him is converted after such
record date and before the payment date of such dividend. The registered holder
of any Common Share resulting from any conversion effected pursuant to this
Section 3 shall be entitled to rank equally with the registered holders of all
other Common Shares in respect of all dividends declared payable to holders of
Common Shares of record on or after the date of conversion.

3.7      AVOIDANCE OF FRACTIONAL SHARES

         In any case where a fraction of a Common Share would otherwise be
issuable on conversion of one or more Series 2 Shares, the Corporation shall, at
its option, either (i) adjust such fractional interest by payment by check in an
amount equal to the then current market value of such fractional interest or
(ii) issue in respect of such fraction a scrip certificate transferable by
delivery entitling the holder thereof and of other similar certificates
aggregating one full Common Share, upon surrender of such certificates at such
place as may be designated therein, to obtain from the Corporation a full Common
Share and to receive a share certificate therefor; such checks shall be payable
to the holders thereof in lawful money of the United States at par at any branch
in the United States of the Corporation's bankers for the time being and such
scrip certificates shall be in such form and shall be subject to such terms and
conditions as the directors may determine and shall provide that the holder
thereof shall not


<PAGE>

thereby be a shareholder and shall not be entitled to receive dividends or to
any other rights of a shareholder. The amount of any cash adjustment shall equal
the current market value of such fractional interest computed on the basis of
the last sale price (or average of the bid and asked prices if there were no
sales) per share for the Common Shares on the NASDAQ Stock Market (or, if such
shares are not then listed and posted for trading on such stock exchange, on
such stock exchange or quotation system through which such shares are listed and
posted for trading as may be selected by the board of directors) on the business
day next preceding the conversion date. In the event that the Common Shares of
the Corporation are not listed on any stock exchange or through any quotation
system the current market value shall be determined by the board of directors
which determination shall be conclusive.

4.       REDEMPTION

4.1      OPTIONAL REDEMPTION

4.1.1    The Corporation, upon giving notice as hereinafter provided, may redeem
         all at any time and part from time to time of the then outstanding
         Series 2 Shares, on payment for each share to be redeemed of the Issue
         Price together in each case with an amount equal to all accrued and
         unpaid cumulative preferential dividends thereon calculated to but
         excluding the date fixed for redemption, the whole constituting and
         herein referred to as the "Redemption Price". The Redemption Price
         shall be adjusted in the event of any subdivision, redivision,
         reduction, combination or consolidation of the outstanding Series 2
         Shares to provide that the Series 2 Holders shall thereafter be
         entitled to receive the same amount in respect of the Redemption Price
         as they would have been entitled to receive had the Corporation
         redeemed the Series 2 Shares prior to the occurrence of any such event.

4.2      PARTIAL REDEMPTION

         If less than all the Series 2 Shares are at any time to be redeemed,
the shares to be redeemed shall be selected by lot or in such other manner as
the board of directors may deem equitable or, if the board of directors so
determines, on a pro rata basis, disregarding fractions, according to the number
of Series 2 Shares held by each of the registered holders thereof. If less than
all of the Series 2 Shares are at any time to be redeemed and a Series 2 Holder
has duly exercised his right to convert into Common Shares all or any part of
the number of Series 2 Shares held by such holder which have been called for
redemption, the number of Series 2 Shares held by such Series 2 Holder to be
redeemed shall be reduced by the number (but not exceeding the number of Series
2 Shares held by such Series 2 Holder called for redemption) of Series 2 Shares
in respect of which such registered holder has duly exercised his right to
convert into Common Shares. If only a part of the Series 2 Shares represented by
any certificate shall be redeemed, a new certificate representing the balance of
such shares shall be issued to the holder thereof at the expense of the
Corporation upon presentation and surrender of the first mentioned certificate.

4.3      METHOD OF REDEMPTION

4.3.1    In any case of redemption of Series 2 Shares, the Corporation shall not
         less than 10 days and not more than 45 days before the date specified
         for redemption send by prepaid first class mail or deliver to the
         registered address of each person who at the date not more than 50 days
         prior to the date of mailing or delivery is a Series 2 Holder to be
         redeemed a notice in writing of the intention of the Corporation to
         redeem the Series 2 Shares registered in the name of such holder.
         Accidental failure or omission to give such notice to one or more
         holders shall not affect the validity of such redemption, but upon such
         failure or omission being discovered notice shall be given forthwith to
         such holder or holders and such notice shall have the same force and
         effect as if given in due time. Such notice shall set out the number of
         Series 2 Shares held by the person


<PAGE>

         to whom it is addressed which are to be redeemed, the Redemption Price,
         the date specified for redemption and the place or places at which
         holders of Series 2 Shares may present and surrender such shares for
         redemption.

4.3.2    On the date so specified for redemption, the Corporation shall pay or
         cause to be paid to or to the order of the Series 2 Holders to be
         redeemed the Redemption Price of such shares on presentation and
         surrender of the certificate or certificates representing the Series 2
         Shares called for redemption at the registered office of the
         Corporation or any other place or places specified in the notice of
         redemption. Payment in respect of Series 2 Shares being redeemed shall
         be made by check payable to the holder thereof in lawful money of the
         United States at par at any branch in the United States of the
         Corporation's bankers for the time being.

4.3.3    From and after the date specified for redemption in any such notice of
         redemption, the Series 2 Shares called for redemption shall cease to be
         entitled to dividends or any other participation in the assets of the
         Corporation and the holders thereof shall not be entitled to exercise
         any of their other rights as shareholders in respect thereof unless
         payment of the Redemption Price shall not be made upon presentation and
         surrender of the certificates in accordance with the foregoing
         provisions, in which case the rights of the holders shall remain
         unaffected.

4.3.4    The Corporation shall have the right at any time an or after the
         mailing or delivery of notice of its intention to redeem Series 2
         Shares to deposit the Redemption Price of the Series 2 Shares so called
         for redemption, or of such of the Series 2 Shares which are represented
         by certificates which have not at the date of such deposit been
         surrendered by the holders thereof in connection with such redemption,
         to a special account in any specified United States bank named in such
         notice of redemption or in a subsequent notice to the registered
         holders of the shares in respect of which the deposit is made, to be
         paid without interest to or to the order of the respective Series 2
         Holders whose shares have been called for redemption, upon presentation
         and surrender to such bank of the certificates representing such
         shares. Upon such deposit being made, the Series 2 Shares in respect of
         which such deposit shall have been made shall be deemed to have been
         redeemed and the rights of the holders thereof after such shall be
         limited to receiving their proportion (less any tax required to be
         deducted or withheld therefrom) of the amount so deposited without
         interest, upon presentation and surrender of the certificate or
         certificates representing the Series 2 Shares being redeemed. Any
         interest allowed on any such deposit shall belong to the Corporation.

4.3.5    Redemption moneys that are represented by a check which has not been
         presented to the Corporation's bankers for payment or that otherwise
         remain unclaimed (including moneys held on deposit in a special account
         as provided for above) for a period of 5 years from the date specified
         for redemption shall be forfeited to the Corporation.

5.       RESTRICTIONS ON DIVIDENDS, RETIREMENT AND ISSUANCE OF SHARES

         While any Series 2 Shares are outstanding, the Corporation shall not,
without the approval of the holders of Series 2 Shares given as hereinafter
specified:

(a)      declare, set aside for payment or pay any dividends on or make
         distributions on or in respect of any Junior Shares (other than
         dividends consisting of Junior Shares); or

(b)      call for redemption, redeem, purchase, retire or acquire for value or
         distribute in respect of any Junior Shares (except to the extent and
         out of net cash proceeds received by the Corporation from a
         substantially concurrent issue of Junior Shares); or


<PAGE>

(c)      call for redemption, redeem, purchase or otherwise retire or acquire
         for value less than all of the Series 2 Shares outstanding;

unless, in each such case, all dividends then payable on the Series 2 Shares
then outstanding accrued up to and including the dividends payable on the
immediately preceding respective date or dates for the payment of dividends
thereon shall have been declared and paid or set apart for payment or unless
such action has been approved by the Series 2 Holders.

6.       LIQUIDATION, DISSOLUTION OR WINDING-UP

         In the event of any Liquidation Distribution, each Series 2 Holder
shall be entitled to receive before any amount shall be paid by the Corporation
or any assets of the Corporation shall be distributed to registered holders of
shares ranking as to capital junior to the Series 2 Shares in connection with
the Liquidation Distribution, an amount equal to the stated capital per share of
all Series 2 Shares held by such holder, together with an amount equal to all
accrued but unpaid cumulative dividends thereon. After payment to the Series 2
Holders of the amount so payable to them, they shall not be entitled to share in
any further distribution of assets of the Corporation.

7.       VOTING RIGHTS

         Except as otherwise required by law, the holders of the Series 2 Shares
shall not be entitled, as such, to receive notice of or attend or vote at any
meeting of shareholders of the Corporation other than a meeting of Series 2
Holders.
8.       AMENDMENTS TO SERIES 2 PROVISIONS

         These Series 2 Provisions may be repealed, altered, modified, amended
or varied only with the prior approval of the holders of the Series 2 Shares
given in the manner provided in Section 9 hereof in addition to any other
approval required by any statutory provision of like or similar effect
applicable to the Corporation, from time to time in force.

9.       CONSENTS AND APPROVALS

9.1 The approval of the Series 2 Holders with respect to any and all matters may
be given by one or more consents in writing signed by the holders of at least
2/3 of the issued and outstanding Series 2 Shares or by a resolution passed by
at least 2/3 of the votes cast at a meeting of the Series 2 Holders duly called
for that purpose and held upon at least 10 days' notice, at which the holders of
at least 1/3 of the outstanding Series 2 Shares are present or represented by
proxy. If at any such meeting the holders of 1/3 of the outstanding Series 2
Shares are not present or represented by proxy within one-half hour after the
time appointed for such meeting, then the meeting may be adjourned to such date
being not less than 7 days later and to such time and place as may be appointed
by the chairman of the meeting.

9.2 The formalities to be observed with respect to the giving of notice of any
such meeting and the conduct thereof shall be those from time to time prescribed
by the by-laws of the Corporation with respect to meetings of shareholders.

9.3 On every vote taken at every such meeting or adjourned meeting every Series
2 Holder shall be entitled to one vote in respect of each Series 2 Share of
which he is the registered holder.

10.      NOTICES

10.1 Any notice required or permitted to be given to any Series 2 Holder shall
be sent by first class mail, postage prepaid, or delivered to such holder at his
address as it appears on the records of the

<PAGE>

Corporation or, in the event of the address of any such shareholder not so
appearing, to the last known address of such shareholder. The accidental failure
to give notice to one or more of such shareholders shall not affect the validity
of any action requiring the giving of notice by the Corporation. Any notice
given as aforesaid shall be deemed to be given on the date upon which it is
mailed or delivered.

                       C. Special Voting Preferred Stock.

         A series of Preferred Stock, designated Special Voting Preferred Stock
(the "Special Voting Preferred Share") shall have attached thereto, in addition
to the rights, privileges, restrictions, conditions and limitations attaching to
the Preferred Stock as a class, the following rights, privileges, restrictions
and conditions:

1.       NUMBER OF SHARES. There shall be one Special Voting Preferred Share.

2.       DIVIDENDS OR DISTRIBUTIONS. Neither the holder nor, if different, the
         owner of the Special Voting Preferred Share shall be entitled to
         receive dividends or distributions in its capacity as holder or owner
         thereof.

3.       VOTING RIGHTS. Except as provided in section 4 below, the holder of the
         Special Voting Preferred Share shall have the following voting rights:

         (a)      The holder of the Special Voting Preferred Share shall be
                  entitled to vote on each matter on which holders of the shares
                  (the "Common Shares") of common stock of Mymetics Corporation
                  (the "Corporation"), $0.01 par value per share or stockholders
                  generally are entitled to vote, and the holder of the Special
                  Voting Preferred Share shall be entitled to cast on each such
                  matter a number of votes equal to the number of exchangeable
                  preferential non voting shares of class B of 6543 Luxembourg
                  S.A. (the "Exchangeable Preferred Shares") then outstanding:

                  (i)      that are not owned by the Corporation or its
                           affiliates; and

                  (ii)     as to which the holder of the Special Voting
                           Preferred Share has duly and timely received voting
                           instructions from the holders of such Exchangeable
                           Preferred Shares in accordance with the terms of such
                           Exchangeable Preferred Shares or any agreement
                           governing the provision of voting instructions to the
                           holder of the Special Voting Preferred Share,

                  multiplied by 1,066.44, subject to adjustment by as determined
                  by the board of directors of LuxCo as a result of:

                  (iii)    the subdivision, redivision or change of the then
                           outstanding Common Shares into a greater number of
                           Common Shares;

                  (iv)     the reduction, combination or change of the then
                           outstanding Common Shares into a lesser number of
                           Common Shares; or

                  (v)      the reclassification or other change of the Common
                           Shares or the effectuation of an amalgamation,
                           merger, reorganization or other transaction affecting
                           the Common Shares; and

         (b)      Except as otherwise provided herein or by applicable law, the
                  holder of the Special Voting Preferred Share and the holders
                  of Common Shares shall vote together as one class for the
                  election of directors of the Corporation and on all other
                  matters submitted to a vote of stockholders of the
                  Corporation.

<PAGE>

4.       LIQUIDATION RIGHTS. In the event of voluntary or involuntary
         liquidation, dissolution or winding up of the Corporation, the holder
         of the Special Voting Preferred Share shall be entitled to receive out
         of the assets of the Corporation available for distribution to the
         stockholders, an amount equal to $1.00 before any distribution is made
         on the Common Shares or any other stock ranking junior to the Special
         Voting Preferred Share as to distribution of assets upon voluntary or
         involuntary liquidation. After payment of the full amount of the
         liquidation preference of the Special Voting Preferred Share, the
         holder of the Special Voting Preferred Share shall not be entitled to
         any further participation in any distribution of assets of the
         Corporation.

         For the purposes of this section 4, neither the sale, conveyance,
         exchange or transfer (for cash, shares of stock, securities or other
         consideration) of all or substantially all of the property or assets of
         the Corporation nor the consolidation or merger of the Corporation with
         or into one or more other entities shall be deemed to be a voluntary or
         involuntary liquidation.

5.       NO REDEMPTION; NO SINKING FUND. The Special Voting Preferred Share
         shall not be subject to redemption by the Corporation or at the option
         of its holder, except that at such time as no Exchangeable Preferred
         Shares (other than Exchangeable Preferred Shares owned by the
         Corporation or its affiliates) shall be outstanding, the Special Voting
         Preferred Share shall automatically be redeemed and cancelled, with an
         amount of $1.00 due and payable upon such redemption.

         The Special Voting Preferred Share shall not be subject to or entitled
         to the operation of a retirement or sinking fund.

6.       RANKING. The Special Voting Preferred Share shall rank senior to all
         series of Common Shares of the Corporation and junior to all series of
         Preferred Stock of the Corporation.

7.       RESTRICTIONS. During the term of the Voting Agreement, no term of the
         Special Voting Preferred Share shall be amended, except upon approval
         of the holder of the Special Voting Preferred Share.


                                    ARTICLE V

         In furtherance and not in limitation of the powers conferred by law,
the Board of Directors is expressly authorized to make, alter or repeal the
By-laws of the Corporation, but any By-laws so made, altered or repealed may be
amended or repealed by the stockholders entitled to vote thereon.

                                   ARTICLE VI

                  (a) The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify every person who is or was a party, or is
threatened to be made a party, to (i) any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, or (ii) any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment in its favor, by reason of
the fact that such person serves or has served at any time as a Director or
officer of the Corporation, or who at the request of the Corporation serves or
at any time has served as a Director or officer of another corporation
(including subsidiaries of the Corporation) or of any partnership, joint
venture, trust or other enterprise, from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said law.
Such indemnification shall continue as to a person who has ceased to be a
Director or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. The Corporation may also indemnify any and all
other persons whom it shall have power to indemnify under any applicable law
from time to time in effect to the extent authorized by the Board of Directors
and permitted by such law. The indemnification provided by this

<PAGE>

Article 6 shall not be deemed exclusive of any other rights to which any person
may be entitled under any provision of the Certificate of Incorporation, other
By-Law, agreement, vote of stockholders or disinterested Directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

                  (b) To the extent that a director, officer, employee or agent
of the Corporation, or a person serving in any other enterprise at the request
of the Corporation, shall have been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsection (a) of this
Article 6 or in defense of any claim, issue or matter therein, he shall be
indemnified against all expenses (including attorneys' fees) actually and
reasonably paid or incurred by him in connection therewith.

                  (c) Any indemnification under this Article 6 (unless ordered
by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstance because he has met the
applicable standard of conduct set forth in this Article 6. Such determination
shall be made (1) by the board of directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested Directors so directs, by independent legal counsel, who may be one
of the regular independent legal counsel of the Corporation, in a written
opinion, or (3) by the stockholders.

                  (d) Expenses (including attorneys' fees) incurred by a person
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt by the Corporation of an
undertaking in writing by or on behalf of the person to be indemnified to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article 6. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

                  (e) The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article 6.

                  (f) For purposes of this Article 6, the term "corporation"
shall include constituent corporations referred to in Subsection (h) of Section
145 of the General Corporation Law of the State of Delaware (or any similar
provision of applicable law at the time in effect), and references to "other
enterprises" shall include employee benefit plans.

                                   ARTICLE VII

         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (A) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (B) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (C) under Section 174 of the Delaware General Corporation Law
or (D) for any transaction from which the director derives an improper personal
benefit. If the Delaware General Corporation Law is amended after this Article 7
becomes effective to authorize elimination or limitation of liability of
directors, then, upon the effective date of any such amendment, the liability of
a director of the Corporation shall, without further act, be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation Law
as so amended. Any repeal or modification of this article by the stockholders of

<PAGE>


the Corporation shall not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification.

                                  ARTICLE VIII

         The Corporation shall not be governed by the provisions of Section 203
of the Delaware General Corporation Law.

                                   ARTICLE IX

         In elections for directors, voting need not be by ballot, unless
required by vote of the stockholders before the voting for the election of
directors begins.