SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This Second Amendment to Agreement and Plan of Merger (this “Amendment”), dated September 27, 2006, is made by and among Dauphin Technology, Inc., an Illinois corporation (“Dauphin”), GeoVax Acquisition Corp., a Georgia corporation and wholly-owned subsidiary of Dauphin (“Merger Subsidiary”), and GeoVax, Inc., a Georgia corporation (“GeoVax”).

WHEREAS , the parties to this Amendment entered into that certain Agreement and Plan of Merger dated January 20, 2006 (as amended to date, the “Merger Agreement”); and

WHEREAS , the parties to this Amendment desire to amend the Merger Agreement as hereinafter provided;

NOW, THEREFORE , in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment agree as follows:

1.    All capitalized terms not defined herein sh