VIRAGEN INTERNATIONAL INC
SUPPLY AND DISTRIBUTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>3
<FILENAME>dex1022.txt
<DESCRIPTION>SUPPLY AND DISTRIBUTION AGREEMENT
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.22

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                        SUPPLY AND DISTRIBUTION AGREEMENT
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1.   PARTIES

          This Agreement is made between

          VIRAGEN INTERNATIONAL, INC. having its principal address at 865 SW
          78th Avenue, Suite 100, Plantation, FL 33324 and VIRAGEN (SCOTLAND)
          LTD. having its principal address at Pentland Science Park, Bush Loan,
          Peniculk, Midlothian EH260 PPZ, UNITED KINGDOM,

          hereinafter referred to as "the Company" and

          HARVESTER TRADING CO., LTD., having its principal address at 311, Tung
          Hua N. Road, Taipei, Taiwan, R.O.C.

          hereinafter referred to as "the Distributor".

2.   PURPOSE

          The purpose of this Agreement is to grant the Distributor the
          exclusive right to market, sell and distribute the Product within the
          Territory as defined in Exhibit A and in accordance with the terms and
          conditions expressed herein.

3.   DEFINITIONS

          In this Agreement, each time the following terms are used with initial
          capitals, their meanings shall be as specified hereunder.

          .    "Affiliated Companies" shall mean, in relation to a given
               company, any company which, directly or indirectly, controls, is
               controlled by or is under common control with such company.

          .    "Batch" and "Lot" shall mean a defined quantity of the Product
               which has been produced during a defined cycle of manufacture,
               and which is identified by a unique production number.

          .    "Contract Year" shall mean any period of l2 (twelve) consecutive
               calendar months following the Effective Date, as defined
               hereunder, or anniversary thereof.

          .    "Distribution Record" shall mean the record sheet detailing every
               shipment of the Product made by the Distributor to any of its
               customers including, but not limited to, the customer's name,
               address, batch number, number of bottles and date of shipment.

          .    "Effective Date" shall mean the first day of the month following
               the month during which the Distributor is granted the "Product
               License", hereinafter "PL", as hereunder defined.

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          .    "Parties" shall mean the Company and the Distributor.

          .    "Party" shall mean either the Company or the Distributor.

          .    "PL" shall mean the Product License (or authorization under a
               physician prescription/named patient program) granted by the
               competent medical authorities of Taiwan for allowing the sale and
               distribution of the Product in the Territory.

          .    "Price" shall mean the price of the Product as described in
               Exhibit B.

          .    "Product" shall mean Multiferon(TM) as chemically described and
               with the specification given in Exhibit C as modified from time
               to time according to the provisions of Exhibit B.

          .    "Recall Operation" shall mean the operation for recalling the
               Product if it is suspected or known to be defective.

4.   APPOINTMENTS

          The Company hereby appoints the Distributor as its exclusive
          Distributor for the Product in the Territory (as defined in Exhibit A)
          and Distributor hereby accepts such appointment in accordance with the
          terms and conditions herein expressed.

5.   PRODUCT PURCHASE AND SUPPLY COMMITMENTS

5.1       Distributor and Company agree to the purchase and supply of the
          following U.S. Dollar purchase and sales of Product over the initial
          term of this Agreement per the following Performance Schedule, subject
          to the terms and conditions herein expressed:

--------------------------------------------------------------------------
                           Performance Schedule
--------------------------------------------------------------------------
                                                               Estimated
                                                             Purchase and
                                                             Sales in U.S.
    Period                    Duration                          Dollars
--------------------------------------------------------------------------
Initial Period   First Consecutive 12 to 18 Months           $  233,800.00
--------------------------------------------------------------------------
First Period     Second Consecutive 12 to 18 Months          $  351,700.00
--------------------------------------------------------------------------
Second Period    Third Consecutive 12 Months                 $  586,170.00
--------------------------------------------------------------------------
Third Period     Fourth Consecutive 12 Months                $  762,021.00
--------------------------------------------------------------------------
Fourth Period    Fifth Consecutive 12 Months                 $  937,872.00
--------------------------------------------------------------------------
Fifth Period     Sixth Consecutive 12 Months                 $1,125,446.00
--------------------------------------------------------------------------
                                                      Total  $3,997,009.00
--------------------------------------------------------------------------

     *    Fifth Period (and any portion thereof) is operative if less than 18
          months is achieved in either the First and/or Second Periods.

5.2       Distributor will initiate a Registration Trial on Hepatitis C patients
          immediately after receipt of initial shipment of Product. Distributor
          will pay for all materials (including

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          Product), costs and expenses incurred for clinical evaluations, except
          for the Registration Trial, for which the Company will supply the
          product, as indicated in Exhibit A

5.3       Company and Distributor will cooperate in a Pre-License program in
          order to obtain sales during the pre-license period, under the
          conditions established in Exhibit E. A sample seeding program will be
          implemented, under the conditions established in Exhibit E.

6.   MEDICAL REGISTRATION

6.1       The Distributor shall take any and all necessary measures in order to
          obtain and maintain appropriate approvals from the Taiwanese
          regulatory authorities which shall include, but not be limited to, a
          PL and authorization to distribute the Product within Taiwan. All
          costs and expenses associated with obtaining regulatory approval and
          the necessary permits to sell the Product in the Territory shall be
          borne by the Distributor (as described in Exhibit A).

6.2       If the PL is not obtained within eighteen (18) months from the date of
          the last signature to this Agreement, Viragen shall have the right to
          terminate the Agreement according to the conditions contained in
          Article 11 below.

6.3       The Distributor shall pay all regulatory and governmental registration
          fees, all the annual registration maintenance fees and other fees
          required for the sale of the Product as promulgated by any local,
          regional or national governmental authority.

6.4       In the event the Company is not free to disclose to the Distributor
          any information required by the responsible regulatory or other
          authorities, the Company shall be obliged to make such secret
          information available to the authorities on the Distributor's behalf
          at its own cost and expense.

6.5       The Company shall receive two (2) copies of all registration
          certificates and any other data or documentation forthwith upon their
          issuance. The Distributor specifically agrees to provide the Company
          with copies of all correspondence with the registration authorities as
          well as any and all government agencies. Each party shall furnish the
          other with information on any observed unexpected side effects,
          injury, toxicity or sensitivity reaction associated with the clinical
          use, studies, investigations or tests of the Product in accordance
          with Exhibit D, which contains a sub-agreement.

6.6       Distributor will at its own cost register the Product in Taiwan and
          the Distributor will be the owner of the Registration in accordance
          with the existing rules of the Taiwanese law. Harvester will complete
          the Registration of the Product in Taiwan within eighteen (18) months
          or earlier from the date of the last signature to this Agreement.

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7.   COMPETITION, REPORTS, FORECASTS, INFORMATION AND INVENTORY

7.1       Obligation Not to Compete

          The Company shall refrain from selling the Product in the Territory
          and shall not grant nor appoint any other person or entity as
          Distributor of the Product in the Territory.

          The Distributor shall not manufacture, sell or distribute any other
          interferon. The Distributor may, however, continue its business
          activities with respect to such products as it sells or distributes on
          the date of signing this agreement as reflected in Exhibit F. The
          Distributor may nominate a Sub-Distributor upon submission of a
          request for approval and a copy of the draft Sub-Distributor Agreement
          which shall be submitted to the Company for its approval. No
          Sub-Distributor agreement shall be valid without the written approval
          of the Company.

          From the date of this agreement, Distributor shall not distribute,
          directly or indirectly, any products containing the same active
          ingredients as the Product.

          The Distributor hereby warrants that it shall not seek customers for
          the Product outside the Territory, sell the Product outside the
          Territory, or establish any branch or maintain any distribution depot
          outside the Territory. The Sub-Distributor Agreement shall require the
          Sub-Distributor to so warrant and the Distributor shall be accountable
          to the Company for enforcing this provision.

          The Distributor shall not have the right to produce the active
          ingredient of the Product.

7.2       Reports and Agreements

          The Distributor agrees to furnish the Company each calendar quarter,
          or at such intervals as agreed upon by the Company and the
          Distributor, with a true and accurate report on all sales of the
          Product in the Territory, as specified herein. The Distributor agrees
          to also furnish the Company with copies of all agreements, brochures,
          pamphlets and documents which may relate to the Product including
          those developed, produced or used by the Distributor in connection
          with the sale of the Product. The Distributor agrees not to use any
          such material without the Company's prior written approval. Upon
          submission, the Company agrees to respond promptly without any
          unnecessary delay and consent shall not be unreasonably withheld.

          At any time upon reasonable request of the Company, Distributor agrees
          to provide the Company with information, including but limited to,
          selling prices, market trends, competitive environment and
          competitor's prices, technical or commercial information useful for
          the adaptation of the Product to market requirements. Distributor
          agrees to send to the Company a quarterly report on market
          developments in the Territory and Distributor's sales progress
          relating to the Product.

          At any time and upon reasonable request of the Company, Distributor
          shall permit the Company's representative(s) to accompany
          Distributor's representative(s) on visits made to customers in order
          to have the Company better acquainted with the specificity of the
          market for the Product in the Territory. The Company agrees not to
          circumvent the Distributor during the term hereof and any renewal.

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7.3       Forecasts

          Following PL approval, the Distributor shall submit to the Company
          each calendar quarter during each calendar year a rolling forecast for
          the following 4 (four) quarters showing the planned purchase
          quantities of the Product. The Distributor shall place its firm orders
          for the Product for the following quarter with the rolling forecast.
          Before approval by the Company, the Distributor shall submit each
          month a rolling forecast for the following twelve months connected to
          firm orders for the Product for the following quarter.

7.4       Information

          The Company shall provide the Distributor with all presently available
          data, information and documents necessary for the carrying out of this
          Agreement, including technical documents and advertising material.

7.5       Inventory

          The Distributor shall buy and maintain, at his own cost, an inventory
          of the Product equaling no less than the amount forecasted for the
          following quarter and see to it that the Product is kept in good
          condition and that all reasonable precautions are taken to prevent its
          deterioration at its own cost, expense and liability.

8.   THE DISTRIBUTOR

8.1       Independency

8.1.1     For Its Own Account

          The Distributor shall buy and sell the Product in its own name and for
          its own account and act in all respects as an independent contractor.
          The Distributor shall organize the distribution of the Product in such
          a manner as to most effectively promote the sale of the Product and
          maintain a level of product support necessary for the proper selling,
          marketing and distribution of the Product.

8.1.2     Independent Contractor

          This Agreement does not designate the Distributor to be the agent,
          partner or legal representative of the Company for any purpose
          whatsoever, and the business con-ducted by the Distributor pursuant to
          this Agreement with third parties shall be wholly at the Distributor's
          own risk and account as an independent contractor.

          The Distributor is not granted any right or authority to assume or
          create any obligation or responsibility, express or implied, on behalf
          of or in the name of the Company or to bind the Company in any manner
          whatsoever.

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8.2       Unfair Competition and Infringement of Rights

          The Distributor shall inform the Company of all acts of unfair
          competition and of all infringement of patents, trade mark, trade
          names, or similar rights of the Company which have come to its
          attention to the extent that the rights of the Company have been
          violated. If requested by the Company, the Distributor shall assist
          the Company at the Company's expense in any action or litigation
          involving such acts or infringements.

8.3       Distribution Records

          In order to enable the Company to comply with the requirements of the
          European Code of Good Manufacturing Practice (Volume IV of the Rules
          Governing Medical Products in the European Community), the Distributor
          shall keep Distribution Records for each Batch of the Product sold to
          the customers. This information shall be made available to the Company
          in case of Recall Operation or upon request, within two working days,
          by sending a fax, confirmed by a letter, to:

          ViraNative AB                          Viragen (Scotland) LTD.
          Tvistevagen 48                         Pentland Science Park
          S-907 36 Umea                          Bush Loan, Peniculk
          Sweden                                 Midlothian EH260 PPZ
                                                 United Kingdom
          Tel.: 46-90-172250                     Tel.: 44-131-445-6268
          Fax: 46-90-193736                      Fax: 44-131-445-6269

9.   CONDITIONS OF SALE

9.1       Purchase Orders

          The Distributor shall present all orders for the Product to be
          purchased under this Agreement to the Company together with adequate
          delivery instructions and pre-payment. Orders presented by the
          Distributor shall bind the Company only after written confirmation of
          acceptance thereof by the Company. The Company will deliver the
          Product to the Distributor within two (2) months after a firm Purchase
          Order is successfully placed by the Distributor.

9.2       Price Guidelines

9.2.1     Price and Conditions

          The Distributor shall purchase the Product at prices and on conditions
          set forth by the Company from time to time in Exhibit B.
          Notwithstanding the above, the Company shall be entitled to change any
          Product Price due to changes in raw material, market environment,
          competitive situations or other situations six (6) months after a new
          price agreement has been reached between both parties..

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9.2.2     Payment Terms

          The Distributor shall pay the Company for the Product supplied
          according to payment terms as set forth in Exhibit B.

9.3       Advertising and Promotion

9.3.1     Best Efforts

          The Distributor shall use its best efforts and diligence in promoting
          and initiating effectively the sales of the Product throughout the
          whole of its Territory.

9.3.2     Advertising and Promotional Activities

          The Distributor shall ensure the advertising and the promotion of the
          Product and, to a reasonable extent, the participation in conventions,
          trade shows and exhibitions held in the Territory. The costs of
          advertising and promotion are to be borne by the Distributor. All
          advertising and promotional copy shall be submitted to the Company for
          its written approval prior to release.

9.3.3     Conformity with Applicable Laws

9.3.4     The Distributor shall be responsible for any advertising and
          promotional material for the Product and for their conformity with
          applicable laws and regulations.

9.3.5     Thirty (30) days before the first delivery takes place; Distributor
          shall provide the Company with the art works of:

          .    the carton

          .    the labels for the Product and the cardboard box per the models
               communicated by the Company to the Distributor, and the leaflets
               to be packed with the Product

          all of which shall be approved by the Company.

9.3.6     Before approval, the Company will deliver the Product in ampoules of 3
          and 6 MIU, labeled with English text indicating batch numbers and
          expiration date, packed in plastic trays, each containing five
          ampoules.

9.3.7     Distributor shall be responsible for delivering copy of any text in
          Chinese that may be required under law, rule or regulation.

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10.  GENERAL PROVISIONS

10.1      Trade Secrets

          Both parties shall not, even after the expiration of this Agreement,
          use or communicate to any third party any trade secrets which either
          party has come to know in one way or another through its work for the
          other party. The obligation shall cease at the end of a period of
          (five) 5 years from the date of the termination or expiration of this
          Agreement; however, the obligation shall not cease for any reason
          prior to the end of the first (ten) 10 years after the signing of the
          Agreement.

          The Distributor assumes the responsibility, liability and obligations
          that its employees and any Sub-Distributor and its employees shall
          preserve the secrecy of trade secrets with respect to third parties.

10.2      Trademarks

          Trademarks, Tradenames and Copyrights used by the Distributor for the
          Product shall be the property of the Company, and the Distributor
          agrees to use only such Trademarks, Tradenames and Copyrights as
          indicated and approved in writing by the Company. It is agreed that
          the Company's registered trademark of the Product, Multiferon(TM) may
          be used in Taiwan, provided a registration of these trademarks will be
          obtainable and maintained.

          The Distributor shall not, without the Company's prior written
          consent, use the Company's corporate name, telegraphic address,
          graphic or other trademarks, whether during the maintenance of or
          after the termination of this Agreement.

          The Distributor shall not register or attempt to register for any
          purpose any trade-mark, tradename, copyright, name, title or
          expression of the Company as used on the Product or any other
          trademark or any tradename which is similar thereto.

          Electronic emails may be considered adequate consent if originated at
          the Company's premises.

          Neither party shall be liable to compensate the other party for any
          claims, expenses, costs, losses or damages either party may suffer as
          a result of the infringement of any third party intellectual property
          rights in connection with the transactions contemplated hereunder.

10.3      Assignment

          The Company shall have the right to assign this Agreement, upon
          written notice to Distributor but without the prior consent of
          Distributor, to:

          a)   any of its Affiliated Companies; or

          b)   its successors in interest as a result of a statutory merger or
               consolidation; or

          c)   a company acquiring all or substantially all of the Company's
               business and assets including the part concerned by this
               Agreement.

          The Company reserves the right to terminate this Agreement whenever
          the control of the Distributor's company passes over to another party
          than the party controlling it at

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          the time of signature of this present Agreement. Exhibit G lists the
          current stockholders of the Distributor and its affiliates.

10.4      Force Majeure

          If due performance of this Agreement by either party is affected in
          whole or in part by reason of any event, omission, accident, general
          shortage of commodities, legal circumstances or other matter beyond
          the reasonable control of such party, it shall give prompt notice
          thereof to the other party and shall be under no liability for any
          loss, damage, injury or expense suffered by the other party for this
          reason. Both parties shall use all reasonable efforts to avoid or
          overcome the causes affecting performance and the party whose
          performance is affected by such force majeure shall fulfill all
          outstanding obligations as soon as possible.

10.5      Warranties and Liability

10.5.1    The Company warrants to the Distributor that the Product delivered
          hereunder shall comply with the specification set forth in the Product
          License and consistent with Exhibit C.

          a)   If the parties agree that a certain lot of the Product supplied
               hereunder fails to meet said specification or is otherwise
               defective or if such lot is recognized as defective by an
               independent laboratory as provided for hereafter in this section,
               and unless otherwise mutually agreed upon, the Distributor shall
               send such lot back to the Company and the Company shall replace
               it at its own expense, including the freight back, with a new lot
               of the Product conforming with said specification. The
               Distributor shall have no other remedies against the Company for
               defects in the Product.

          b)   If the parties fail to agree that a certain lot of the Product
               supplied hereunder meets said specification, Distributor may
               request an expert appraisal by an independent laboratory, not
               associated with any of the parties hereto, to determine whether
               the Product complies with said specification. Should the Company
               disagree with regard to the choice of laboratory, the Company has
               the right to request that the laboratory is appointed by the
               International Chamber of Commerce provided that the Company
               informs the Distributor within two weeks after having been
               informed by the Distributor about its choice of laboratory, that
               the Company requests that the appraisal shall be carried out by a
               laboratory appointed by the Chamber. The report of the laboratory
               shall be conclusive and binding on the parties hereto. All
               expenses related to such appraisal shall be borne by the party,
               whose opinion of which has been found not to be correct.

               No other warranties, expressed or implied, including, without
               limitation, merchantability or fitness for a particular purpose,
               are made or will be deemed to have been made by the Company
               regarding the Products, except to the extent expressly stated
               herein. Neither the Distributor, nor any of its employees, agents
               or representatives is authorized to give any warranties or make
               any representations on behalf of the Company. In no event shall
               either party be held liable for any lost profits or any other
               incidental or consequential damages in

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               connection with any claims arising out of or related to any
               products supplied by the Company to the Distributor.

10.5.2    The Distributor shall indemnify and hold the Company harmless from and
          against any and all liability, damage, loss, cost or expense arising
          out of or resulting from any claims made or suits brought against the
          Company or the Distributor, which arise out of or result from the
          Distributor's negligent act or omission in the marketing, selling or
          distribution of the Product.

10.5.3    The Distributor asserts that the Taiwanese Government allocates a fund
          to cover all and any risks, including (without limitation) any
          liabilities to third parties and the public (including without
          limitation product liability).

10.5.4    The Company represents that it will add the Distributor as a Named
          Insured on its current International Liability Insurance Policy held
          with MedMarc Casualty and Insurance Company under Policy Number
          00FL020010 within 30 days from the date of execution of this
          agreement.

10.5.5    Compliance with Applicable Laws

          The Distributor agrees that it will, on its own comply with all laws,
          statutes and ordinance in the Territory relating to the import and
          sale of the Product and agrees to indemnify and hold the Company
          harmless in the event that any claim is made against it by reason of
          the Distributor's failure to so comply. In particular, the Distributor
          agrees to comply with all safety laws and regulations in the Territory
          relating to the Product and the Company agrees to provide all
          necessary information and assistance to the Distributor to enable it
          to so comply.

10.6      Taxes

          The Distributor shall pay all excise or sales taxes that may be
          required to be paid by the Company or the Distributor by any statute,
          ordinance or regulation of any taxation authority. In the event that
          the Company is required to or does pay any of such taxes, the
          Distributor, upon being informed of such payment, shall at once repay
          the amount thereof to the Company. The Distributor, unless prohibited
          by any such statute, ordinance or regulation, shall have the right to
          require any dealer or Sub-Distributor handling such goods to pay any
          such excise or sales taxes on the goods so handled by him.

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11.  DURATION AND TERMINATION

11.1      Duration

          This Agreement shall have immediate force and effect and shall remain
          in effect until the completion of the Fifth Period described in
          Paragraph 5.1 of this Agreement and shall continue thereafter for an
          additional three (3) year term and continue thereafter for two
          automatic three (3) year terms unless and until terminated by either
          party giving to the other six (6) months notice in writing prior to
          the end of the Initial Term or any Subsequent Term.

11.2      Termination

11.2.1    Failure to Fulfill Obligations or to Obtain or Maintain PL

          This Agreement may be terminated with three (3) months written notice
          forthwith by either party if the other party fails to fulfill any of
          its obligations under this Agreement and such default is not remedied
          within thirty (30) days of the date on which a written notice thereof
          has been dispatched to the defaulting party or if the Distributor
          fails to obtain or maintain the PL as set forth in Article 6, Medical
          Registration, unless such failure is attributable to the Company

11.2.2    Termination for Bankruptcy or Insolvency

          This Agreement may be terminated immediately in the event that either
          party is declared insolvent, is adjudged bankrupt or files a petition
          for bankruptcy or re-organization under any bankruptcy law, is
          expropriated or sequestrated or submits or has to submit to any other
          administrative or judicial measures of control.

          Insolvency is defined to mean the inability to pay debts, as they
          become due and the excess of liabilities over assets.

11.2.3    Termination for Loss of License to Sell Product

          The Company shall have a right to terminate this Agreement with
          immediate effect should the Company's license to sell the Product be
          withdrawn.

11.3      Effect of Termination

          On the termination of this agreement, the Distributor shall return,
          without delay, all registration and permission documents to the
          Company together with all formulas, manufacturing procedures and other
          confidential documentation which the Distributor has obtained from the
          Company. The Distributor agrees that it shall not make any further use
          of this documentation. The Company shall have the option to repurchase
          any paid unsold Product at prices paid by the Distributor to the
          Company.

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11.4      Notice of Termination

          Provided that notice of termination has been dispatched by registered
          letter, the notice shall be considered to have been received by the
          addressee four days after the letter was so dispatched.

11.5      Exclusive Distribution Rights

          In the event Distributor fails to achieve one-half (50%) of the sales
          figures set forth under "Performance Standards" in paragraph 5.1, then
          the exclusive distribution rights as set forth herein may be cancelled
          in the Company's sole discretion. Distributor shall remain the
          exclusive distributor within the Territory during the term of this
          agreement and any renewal thereof in the event Distributor has
          generated one-half or more of the sales figures set forth under
          Performance Standards in paragraph 5.1. This provision shall not apply
          during the first 18 months of the term of this Agreement and sales
          shall be calculated on a 12-month basis thereafter.

11.6      Termination Compensation

          Neither party hereto shall be liable to the other for any termination
          compensation whether based on goodwill, loss of income or otherwise.

12.  FINAL PROVISIONS

12.1      Governing Law

          This Agreement shall be governed by the laws of a neutral country, to
          be approved by both parties.

12.2      Language

          The English text of this Agreement shall prevail.

12.3      Arbitration

          Any dispute in connection with this agreement shall be finally settled
          by arbitration in accordance with the Rules of the Arbitration Act of
          the International Chamber of Commerce and the settlement will take
          place in Edinburgh, Scotland and be conducted in the English language.

12.4      Modifications

          All modifications and amendments to this Agreement shall be in
          writing.

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<PAGE>

12.5      Notices and Communications

          All notices in connection with this Agreement shall be in writing and
          be in the English language, as shall all other written communications
          and correspondence, and may be given by personal delivery, prepaid
          registered airmail letter, telecopier, or telegram addressed to the
          Party required or entitled to receive the same at its address or
          telefax number set out below, or to such other address or telefax
          number as such Party shall have designated by like notice to the other
          Party. Notice of termination of this Agreement if given by telecopier
          or telegram shall be confirmed by prepaid registered airmail letter
          dated and posted within 24 hours. The effective date of any notice if
          served by personal delivery, telecopier, or telegram shall be deemed
          the first business day in the city of destination following the
          dispatch and if given by prepaid registered airmail letter only, it
          shall be deemed served seven days after the date of posting.

12.6      Exhibits

          All Exhibits attached hereto shall be made a part of this Agreement.

12.7      No Waiver

          The omission by either Party to exercise any right hereunder shall not
          constitute a waiver thereof and shall not prevent the subsequent
          enforcement of that right and shall not be deemed to be a waiver of
          any subsequent right.

12.8      Survival of Provisions

          The provisions of this Agreement shall survive its termination for so
          long as may be necessary to give efficacy thereto.

12.9      Entire Agreement

          This Agreement, which includes the Exhibits attached hereto, contains
          the entire understanding and supersedes all prior agreements of the
          parties with respect to the transactions contemplated hereby. There
          are no agreements, promises, warranties, covenants or understandings
          other than those expressly set forth herein.

12.10     Invalidity

          Any provision of this Agreement that is invalid or unenforceable in
          any jurisdiction shall, as to such jurisdiction, be ineffective to the
          extent of such invalidity or unenforceability without invalidating the
          remaining provisions hereof or affecting the validity or
          enforceability of such provision in any other jurisdiction.

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<PAGE>

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and
year indicated below.


By: /s/ Gerald Smith
    ----------------------
Gerald Smith
Chief Executive Officer
Viragen International, Inc.
September 20, 2002


By: /s/ Gerald Smith
    ----------------------
Gerald Smith
Chairman
Viragen (Scotland) LTD.
September 20, 2002


By: /s/ Mark Cheng
    ----------------------
Mark Cheng
Vice President
Harvester Trading Co., LTD.
August 15, 2002

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