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                                                                   EXHIBIT 10.62



                                  VIRAGEN, INC.
                          865 SW 78th Avenue, Suite 100
                            Plantation, Florida 33324

                                                  February 27, 2003

<TABLE>
<S>                                            <C>
Palisades Equity Fund L.P.                     Alpha Capital AG
C/o PEF Advisors, LLC                          Lettstrasse 32
1215 Hightower Trail                           Furstentum 9490
Suite B220                                     Vaduz, Liechtenstein
Atlanta, Georgia 30350                         Fax: 011-423 232 3196
Attn: Fund Manager                             Attn: Director

Feldman Weinstein LLP
420 Lexington Avenue
Suite 2620
New York, New York 10170-0002
Attn: Robert F. Charron
</TABLE>


         Re:      First Amendment to the Securities Purchase Agreement

Ladies and Gentlemen:

         1.       Reference is made to that certain Securities Purchase
Agreement (the "Purchase Agreement"), dated January 31, 2003, between Viragen,
Inc. (the "Company"), Alpha Capital AG, Palisades Equity Fund L.P (collectively
the "Participating Purchasers") and the other purchasers signatory thereto, and
the exhibits entered into pursuant thereto. Capitalized terms used but not
defined herein shall have the meanings set forth in the Purchase Agreement. In
consideration of the mutual covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Participating Purchasers hereby agree to purchase,
severally and not jointly, an additional $375,000 principal amount of Secured
Convertible Debentures in the form of the debentures sold pursuant to the
Purchase Agreement (the "Debentures"), on the same terms and conditions and with
the same rights, privileges and obligations thereunder, for the amounts set
forth below each such Participating Purchaser's name on the signature pages
hereto. Set forth on Annex I attached hereto is a list of the Debentures,
warrants (the "Warrants") and shares of common stock of the Company ("Common
Stock") issuable to each Participating Purchaser hereunder. The parties hereto
agree and acknowledge that the securities issued and issuable hereunder shall be
included in the definition of Securities and Underlying Securities,
respectively, as those terms are defined in the Purchase Agreement. The holders
of the securities issued and issuable hereunder shall have all of the rights and
remedies under the Purchase Agreement and the exhibits thereto. Each
Participating Purchasers agrees and acknowledges that the purchase of securities
hereunder does


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not entitle such Participating Purchaser to any additional shares of Common
Stock issuable under the Issuable Maximum (as set forth in Annex A to the
Purchase Agreement) that it may otherwise be entitled to by virtue of its
purchase of the securities hereunder until after Shareholder Approval.

         2.       Registration Rights Agreement. The Common Stock underlying the
Debentures and Warrants and the shares issuable in connection herewith, as set
forth on Annex I, are hereby included in the definition of Registrable
Securities in the Registration Rights Agreement and the holders thereof shall
have all of the rights and remedies as a holder of Registrable Securities
thereunder.

         3.       Escrow Agreement. The purchase and sale of the Debentures will
occur through the Escrow Agent and otherwise pursuant to the terms of the Escrow
Agreement, as if such purchase and sale had occurred at the Closing.

         4.       Authorization. The Company has the requisite power and
authority to enter into and perform this letter agreement, to sell the
Debentures, and to issue the securities issued and issuable hereunder. The
execution, delivery and performance of this letter agreement by the Company and
the consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary corporate action and shall constitute valid and
binding obligations of the Company enforceable against the Company in accordance
with their terms.

         5.       Representations and Warranties. Except as set forth on the
schedules attached hereto or the SEC Reports, the representations and warranties
of the Company set forth in the Purchase Agreement are true and correct in all
material respects as though made on and as of the date hereof and all SEC
Reports are as represented in the Purchase Agreement.

         6.       Covenants. Except as set forth on the schedules hereto, the
Company has performed in all material respects all covenants and agreements to
be performed by the Company under the Purchase Agreement on or prior to the date
hereof and has complied and will comply in all material respects with all of the
Company's obligations and conditions contained in the Purchase Agreement.

         7.       Force of Amendment. Except as specifically amended by the
terms of this Amendment, the Purchase Agreement and its exhibits shall remain
unmodified and in full force and effect, and shall not be in any way changed,
modified or superseded by the terms set forth herein. Specifically, the Closing
Date for purposes of determining the Company's obligations under the
Registration Rights Agreement with respect to all Registrable Securities, as
amended hereunder, shall remain January 31, 2003.

         8.       Counterparts. This amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and shall become effective when counterparts have been signed by each
party and delivered to the other parties hereto, it being understood that all
parties need not sign the same counterpart. Execution may be made by delivery by
facsimile.


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         If the foregoing correctly sets forth our understanding and agreement,
please so indicate by signing where indicated below.


                                    VIRAGEN, INC.



                                    By: /s/ Dennis W. Healey
                                        --------------------------
                                            Name: Dennis W. Healey
                                            Title: Exec. VP / CFO


ACCEPTED AND AGREED TO:

                                    ALPHA CAPITAL AG



Purchase Price: $108,750           By: /s/ Konrad Ackermann
                                        --------------------------
                                            Name: Konrad Ackermann
                                            Title: Director


                                    PALISADES EQUITY FUND L.P.



Purchase Price: $217,500            By: /s/ Paul T. Mannion Jr.
                                        ---------------------------
                                            Name: Paul T. Mannion Jr.
                                            Title: General Partner


                                    FELDMAN WEINSTEIN LLP



                                    By: /s/
                                        --------------------------
                                            Name:
                                            Title:

Consented to:
------------

CRESCENT INTERNATIONAL LTD.         BRIVIS INVESTMENT, LTD.



By:                                 By:
   ---------------------------         ---------------------------


CASTLERIGG MASTER INVESTMENTS LTD.



By:
   ---------------------------


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                                     ANNEX A

Palisades Equity Fund LP
         Principal Amount of Debenture issued:  $250,000
         Warrant Shares issuable under Warrant: 670,000
         Shares issuable at Closing:  500,000

Alpha Capital AG
         Principal Amount of Debenture issued: $125,000
         Warrant Shares issuable under Warrant: 500,000
         Shares issuable at Closing: 250,000