For Victoria Kahn, Hobbes' argument that fear of violent death is "the passion to be reckoned upon"in explaining what inclines men to peace must be interpreted as a mimetic argument. However, Kahn then notes a paradox that makes Hobbes' thinking problematic: whereas love and the desires are appetites that produce an imitative effect, fear is different. Though also a passion, fear lacks that capacity to produce a mimetic effect or, therefore, to generate a contract. My hypothesis is that resolving the dilemma presented in Kahn's interpretation of Hobbes requires a shift in attention from mimesis to rhetoric and, more specifically, to biological rhetoric as defined by Nancy Struever. This approach to Hobbes makes it possible to understand the rhetorical role of fear in generating and maintaining the social contract, and how the problem that Kahn signals-the impotence of fear in relation to mimesis-can be resolved.