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                                                                   EXHIBIT 10.67

Dear Mr. Smith:

This letter is to confirm our mutual agreement with respect to the terms and
conditions under which Gerald Smith and Associates, Inc. and Gerald Smith
(individually) (together hereinafter known as "Consultant") agree to provide
ViraGenics (Viragen Inc.'s wholly owned subsidiary), directly or through its
subsidiaries, affiliated and associated companies, with services in a consulting
capacity during the period beginning February 1, 2003 and ending January 31,
2004 (hereinafter referred to as the "CONSULTING PERIOD"), it being understood
that this CONSULTING PERIOD shall be extended unless written notice of
termination is delivered by either party one to the other ninety (90) days prior
to the expiration of the CONSULTING PERIOD or upon the annual anniversary
thereof.

1.       "Consulting capacity" herein means that Consultant will provide
         VIRAGENICS with the full benefit of his knowledge, experience and skill
         with respect to all questions and projects, which VIRAGENICS will
         stipulate. During the term of this Agreement, Consultant shall provide
         advice to, consult with, and perform services for the Company. In this
         regard, the Company will submit any and all new projects it proposes
         for your review, acceptance or rejection. You agree to notify the
         Company as to your acceptance or rejection of your involvement as a
         consultant in any new project within fifteen (15) days from the date of
         VIRAGEN's submission to you.

VIRAGEN and VIRAGENICS acknowledge that other clients may use your consulting
services and it is understood and agreed that you are not to disclose to VIRAGEN
any confidential information of other parties, including past and present
clients. VIRAGEN will rely upon your ethical judgment to avoid conflicts of
interest. It is understood and agreed that during the CONSULTING PERIOD you
shall not consult for other parties on Avian Transgenics or leukocyte derived
and/or lymphoblastoid derived human interferon alpha and on monoclonal
antibodies for the treatment of melanoma. 2.

3.       During the Consulting Period, VIRAGEN agrees to pay Consultant at the
         rate of $12,916.67 per month, payable semimonthly. In the event that
         consulting services are provided at a location away from the
         metropolitan area of Consultant's regular place of business, VIRAGEN
         will reimburse Consultant for reasonable travel and living expenses
         incurred. It is understood and agreed that VIRAGEN will stipulate in
         advance in writing the places and locations where Consultant will
         provide services. Payment for Consultant's services and expenses will
         be made upon submission and approval to VIRAGEN of an itemized account
         of expenses incurred and payments due. All payments shall be made by
         check payable to Gerald Smith and Associates, Inc.

4.       During the discussions leading up to this Agreement, including
         Consultants prior employment with Viragen, Inc. and during the
         CONSULTING PERIOD and any extensions thereof Consultant has acquired
         and will continue to acquire from VIRAGEN information which VIRAGEN
         considers to be proprietary and confidential, for example, information
         with respect to materials, compounds, formulations, samples, processes,
         methods, apparatus, operations, clinical trial plans and results and
         present and future plans of VIRAGEN. Consultant agrees to keep
         confidential and not to use, except in connection with services in a
         consulting capacity provided to VIRAGEN, all such information, as well
         as all information developed as a result of Consultant's services to
         VIRAGEN under this Agreement, and not to divulge any such information



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         to others at any time. Upon termination of this Agreement or at any
         other time VIRAGEN requests, Consultant will transmit to VIRAGEN any
         written, printed or other materials embodying such information,
         including all copies, excerpts thereof, and samples given or prepared
         in connection with work performed for VIRAGEN under this Agreement.
         These obligations with respect to VIRAGEN information shall continue at
         all times beyond the CONSULTING PERIOD and any extensions thereof.

         Notwithstanding the above, this Agreement shall not restrict
         Consultant's use or disclosure of information which:

                  (1)      is or later becomes publicly known through no fault
                           of Consultant;

                  (2)      was already known to Consultant (other than through
                           Consultant's previous employment by VIRAGEN) as
                           evidenced by written records at the time of its
                           receipt from VIRAGEN; or

                  (3)      is lawfully and in good faith made available to
                           Consultant without restriction on disclosure or use
                           by a third party.

         Specific information disclosed by VIRAGEN shall not be deemed to be
         available to the public or in your prior possession merely because it
         is embraced by more general information available to the public or in
         Consultant's prior possession.

5.       Any and all information, inventions and discoveries, whether or not
         patentable, which Consultant develops, conceives and/or makes as a
         result of confidential information received from VIRAGEN shall be the
         sole and exclusive property of VIRAGEN. Consultant will, upon request
         of VIRAGEN, promptly execute any and all applications, assignments or
         other instruments which VIRAGEN shall deem necessary or useful in order
         to apply for and obtain patent protection worldwide for said inventions
         and discoveries, and in order to assign and convey to VIRAGEN the sole
         and exclusive right, title and interest in and to said inventions and
         discoveries and patent applications and patents thereon. VIRAGEN will
         bear the costs of preparation and filing of all said patent
         applications.

6.       While providing services for VIRAGEN Consultant will be acting as an
         independent contractor and not as an employee or agent of VIRAGEN and
         will not be entitled to any of the benefits, direct or indirect, of an
         employee of VIRAGEN other than reimbursement of group health insurance
         costs and an automobile and related expenses during the term of this
         Agreement.

7.       The validity, interpretation and performance of this Agreement and any
         dispute connected herewith shall be governed and construed in
         accordance with the laws of the State of Florida, USA.

8.       Consultant will not be liable for any loss, injury or damage incurred
         by VIRAGEN or by a third party as a result of performance of the
         consulting services, including any loss, injury or damage resulting
         from the negligent or willful act or omission by VIRAGEN. VIRAGEN shall


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         indemnify and hold Consultant harmless from any liability, loss, cost,
         and expense (including attorneys' fees and costs) incurred as a result
         of VIRAGEN's breach of this agreement, negligence or willful
         misconduct. This obligation shall survive the expiration or earlier
         termination of this agreement.

9.       Consultant hereby certifies that Consultant will not or has not
         employed or otherwise used in any capacity the services of any person
         debarred under Section 306(a) or (b) of the Federal Food, Drug, and
         Cosmetic Act in performing any services hereunder.

10.      This agreement contains the entire understanding between and among the
         parties and supersedes any prior understanding and agreement among them
         including, but not limited to, Consultant's Employment Agreement dated
         March 1, 2001.

11.      Arbitration. The parties hereto desire to avoid and settle without
         litigation future disputes that may arise between them relative to this
         Agreement. Accordingly, the parties agree to engage in good faith
         negotiations to resolve any such dispute. In the event they are unable
         to resolve any such dispute by negotiation, such dispute shall be
         submitted to arbitration in Miami, Florida in accordance with the rules
         of the State of Florida. The arbitration award shall be final and
         binding on the signatories hereto and may be filed with and enforced by
         any court of competent jurisdiction. The prevailing party shall be
         reimbursed by the other for all legal fees connected therewith. In the
         event that the parties cannot agree upon the venue as provided for
         herein, within THIRTY (30) DAYS from the date a party has notified the
         other of the need for arbitration then each party shall have the right
         to pursue any claim and to litigate within the court system in the
         State of Florida.

12.      The parties hereto cannot assign this Agreement.

If the foregoing terms and conditions meet with your understanding and approval,
please show your acceptance and agreement by signing this letter in duplicate at
the place indicated below.

Very truly yours,

VIRAGEN, INC.
VIRAGENICS, INC.


By: /s/ CARL N. SINGER               By:   /s/ GERALD SMITH
    --------------------                   -----------------------------------
    Carl N. Singer                   Name: Gerald Smith, President
    Chairman                               Gerald Smith & Associates, Inc.
                                           and individually