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                                                                    Exhibit 10.1


                        [Mymetics Corporation letterhead]

                                  May 20, 2003

Prabhavathi B. Fernandes, Ph.D.
94 Gallup Road
Princeton, New Jersey 08540

Dear Dr. Fernandes:

         The purpose of this letter (the "AGREEMENT") is to appoint you to the
Mymetics Corporation Scientific Advisory Board (the "SAB") and to set forth our
understanding regarding your performance of certain additional activities for
Mymetics Corporation (the "COMPANY"). The terms and conditions of our
relationship are set forth below.

         1.       Engagement.

                  (a) Scientific Advisory Board Activities. You shall be
retained by the Company as a member of the SAB. As a member of the SAB, you
agree to provide (i) ongoing review and advice concerning the Company's
scientific strategy, policies, procedures and refinement of the Company's
research activities; (ii) serve as a reference to the Company's potential
partners; and (iii) assume and complete such other tasks from time to time as
are mutually agreeable to you and the Company. In addition, you agree to meet at
least two (2) times per year with one or more of the other members of the SAB at
a time and location set by the Company.

                  (b) Additional Activities. You have also agreed to provide
certain additional services upon the written request of the Company (the
"ADDITIONAL ACTIVITIES") including: (A) assisting the Company in identifying
potential strategic partnering opportunities in the area of therapeutic and
preventive treatment of AIDS and other retroviral diseases; (B) exploring
strategic partnering opportunities for the Company world-wide; and (C) in
limited circumstances, assisting in the negotiation of certain strategic
partnering arrangements approved by the Company.

         2.       Fees & Expenses.

                  (a) Stock Options. You shall be granted an option to purchase
up to 150,000 shares of the Company's Common Stock, $0.01 par value, pursuant to
the Company's 2001 Stock Option Plan on the effective date of this Agreement
(the "STOCK OPTION"). The exercise price for the Stock Option will be $0.12 per
share of Common Stock, which represents the average of the bid and ask price of
such shares as of May 1, 2003. The Stock Option shall vest immediately upon
the date of this Agreement and subject to the terms and conditions of the
Company's 2001 Stock Option Plan and the Stock Option Agreement, copies of which
have been forwarded to you under separate cover.

                  (b) Compensation for Additional Activities. In consideration
for providing the Additional Activities, the Company will pay you $1,000 per day
in cash, which amount shall

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be payable within 30 days of your submission of an invoice to the Company
detailing the Additional Activities performed.

                  (c) Expenses. The Company shall reimburse you for your
ordinary, necessary, and reasonable business expenses incurred on Company
business upon presentation of properly documented expense reports to the
Company's Chief Operating Officer, including the your reasonable expenses
incurred in attending the annual Interscience Conference on Antimicrobial Agents
and Chemotherapy. It is also agreed that you shall be entitled to subscribe to
certain publications annually; provided, however, that the annual fees for such
subscriptions shall not exceed $400 in the aggregate.

         3.       Term. The initial term of this Agreement (the "TERM") shall be
one year from the date hereof; provided, however, that your SAB membership may
be terminated by the Company at any time (during the initial term or any renewal
or extension thereof) by the giving of written notice to you. Notwithstanding
any other provisions of this Agreement, this Agreement shall terminate
automatically without notice at any time upon the occurrence of: (i) your death
or total and permanent disability; (ii) your material breach of this Agreement;
(iii) your conduct which becomes materially injurious to the Company; or (iv)
your continuing and unreasonable refusal to substantially perform your duties as
a member of the SAB.

         4.       Independent Contractor. You understand that you are an
independent contractor and not an employee of the Company. You have no authority
to obligate or bind the Company by contract or otherwise. You will not be
eligible for any employee benefits, and the Company will not make deductions
from your fees for taxes (except as otherwise required by applicable law or
regulation). Any taxes imposed on you due to activities performed hereunder will
be your sole responsibility. You agree to indemnify the Company against and hold
it harmless from all damages, costs, and expenses (including attorneys' fees)
which the Company may suffer or incur should it be held bound by any writing,
speech, action or inaction by you other than those consented to by the Company
in writing.

         5.       Confidential Information. You agree that you will not reveal
(or permit to be revealed) to a third party or use for your own benefit, either
during or after the term of this Agreement, without the prior written consent of
the Company, any Confidential Information (defined below) pertaining to the
business of the Company, its stockholders, subsidiaries or other affiliates
(collectively, "AFFILIATES") including but not limited to information about
customers, suppliers, employees, financial condition, operations, procedures,
know-how, production, distribution, experiments, patents, or other trade secrets
obtained while working with the Company or its Affiliates except for information
clearly established to be in the public record. For purposes of this Agreement,
"Confidential Information" is all information related to any aspect of the
business of the Company which is either information not known by actual or
potential competitors of the Company or is proprietary information of the
Company, whether of a technical nature or otherwise. Confidential Information
includes, without limitation, any inventions, disclosures, processes, systems,
methods, formulae, devices, patents, patent applications, trademarks,
intellectual properties, instruments, materials, products, patterns,
compilations, programs, techniques, sequences, designs, research or development
activities and plans, specifications, computer programs, source codes, mask
works, costs of production, prices or other financial data, volume of sales,
promotional methods, marketing plans, lists of names

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or classes of customers or personnel, lists of suppliers, business plans,
business opportunities, or financial statements.

         6.       Prior Contracts; Assignment of Inventions. Except as disclosed
in writing to the Company, (a) there are no other contracts to assign Inventions
(defined below) that are now in existence between you and any other person or
entity, and (b) no employments, consultancies or undertakings which would
restrict or impair your performance of this Agreement. "Inventions" mean any and
all inventions, ideas, designs, circuits, schematics, formulas, algorithms,
trade secrets, works of authorship, mask works, developments, methods,
processes, techniques, improvements, documents, software, graphics, media
productions, related know how and other data (whether or not patentable or
copyrightable), made, conceived, developed or reduced to practice or which will
be made, conceived, developed or reduced to practice by you, alone or in
combination with others, either on behalf of the Company under this Agreement,
or with the use of or as a result of access to Confidential Information,
including but not limited to any derivative work which constitutes an
improvement or modification to any tangible form of Confidential Information,
such as any formula, design, drawing, or any other product that embodies
Confidential Information. Any and all Inventions shall be the property of the
Company, and any Inventions which are made by you in performance of you duties
under this Agreement, to the maximum extent permitted by law, shall be "works
made for hire." You hereby assign and agree to assign to the Company or its
designee, without further consideration, your entire right, title, and interest
in and to all Inventions, including all rights to obtain, register, perfect, and
enforce patents, copyrights, mask work rights, and other intellectual property
protection for Inventions made in the HIV and FIV area fusion inhibitor and the
gp36 or gp41-derived vaccine areas.

         7.       Release. The Company and those acting on its behalf shall have
the right, with your permission, to make a public announcement of your
appointment and continued service on the SAB and to use, reuse, publish and
republish photographic portraits or pictures of you in connection with your
name, professional background, experience and position as a member of the SAB.

         8.       Noncompetition. You acknowledge the highly competitive nature
of the Company's business and that the Company's business is global and not tied
to a specific country or territory. You agree that during the Term of this
Agreement and for a period of one year thereafter, you will not, directly or
indirectly, as a consultant, employee, agent, director, or in any other
individual or representative capacity, engage or participate in providing
services which require the use or disclosure of Confidential Information of the
Company specifically related to HIV and FIV infusion inhibitors and gp36 or
gp41-derived vaccines and diagnostic products for the benefit of any actual or
potential competitor of the Company.

         9.       Arbitration. Any controversy or claim arising out of, or
relating to, this Agreement or the breach of this Agreement will be settled by
arbitration by, and in accordance with the applicable Commercial Arbitration
Rules of the American Arbitration Association and judgment upon the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction.
The arbitrator(s) will have the right to assess, against a party or among the
parties, as the arbitrator(s) deem reasonable, (a) administrative fees of the
American Arbitration Association, (b) compensation, if any, to the arbitrator(s)
and (c) attorneys' fees incurred by a party.

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         10.      Injunctive Relief; Consent to Jurisdiction. You acknowledges
and agree that damages will not be an adequate remedy in the event of a breach
of any of you obligations under this Agreement. You therefore agree that the
Company shall be entitled (without limitation of any other rights or remedies
otherwise available to the Company and without the necessity of posting a bond)
to obtain an injunction from any court of competent jurisdiction prohibiting the
continuance or recurrence of any breach of this Agreement. You hereby agree to
submits to the jurisdiction and venue of the courts of the Commonwealth of
Pennsylvania for purposes of any such action.

         11.      Miscellaneous. The invalidity or unenforceability of any
provision of this Agreement shall in no way affect the validity or
enforceability of any other provision. This Agreement embodies the entire
agreement between the parties hereto and supersedes any and all prior or
contemporaneous, oral or written understandings, negotiations, or communications
on behalf of such parties. This Agreement may be executed in several
counterparts, each of which shall be deemed original, but all of which together
shall constitute one and the same instrument. The waiver by either party of any
breach or violation of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach or violation hereof. This
Agreement is executed in and shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania. This Agreement shall be
changed, waived, discharged, or terminated only by written agreement of both
parties hereto. This Agreement shall inure to the benefit of the Company, its
successors and assigns.

         Please indicate your acceptance of the foregoing by signing and
returning one copy of this Agreement to the undersigned.


MYMETICS CORPORATION


By:  /s/ Michael K. Allio
     -------------------------------------
Name:  Michael K. Allio
Title:  Chairman


Accepted and agreed:

/s/ Prabhavathi B. Fernandes
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Prabhavathi B. Fernandes, Ph.D.