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                                                                  EXHIBIT 10.65

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES

                             STOCK PURCHASE WARRANT

                 To Purchase 670,000 Shares of Common Stock of

                                 VIRAGEN, INC.

         THIS CERTIFIES that, for value received, Palisades Equity Fund L.P.
(the "Holder"), is entitled, upon the terms and subject to the limitations on
exercise and the conditions hereinafter set forth, at any time on or after
February 28, 2003 (the "Initial Exercise Date") and on or prior to the close of
business on the third anniversary of the Initial Exercise Date (the
"Termination Date") but not thereafter, to subscribe for and purchase from
Viragen, Inc., a corporation incorporated in the State of Delaware (the
"Company"), up to 670,000 shares (the "Warrant Shares") of Common Stock, par
value $0.01 per share, of the Company (the "Common Stock"). The purchase price
of one share of Common Stock (the "Exercise Price") under this Warrant shall be
$0.0625, subject to adjustment hereunder. The Exercise Price and the number of
Warrant Shares for which the Warrant is exercisable shall be subject to
adjustment as provided herein. CAPITALIZED TERMS USED AND NOT OTHERWISE DEFINED
HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THAT CERTAIN SECURITIES PURCHASE
AGREEMENT (THE "PURCHASE AGREEMENT"), DATED JANUARY 31, 2003, AS AMENDED,
BETWEEN THE COMPANY AND THE INVESTORS SIGNATORY THERETO.


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         1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by
the Holder in person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.

         2. Authorization of Shares. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this
Warrant, be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens and charges in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such
issue).

         3. Exercise of Warrant.

                  (a) Exercise of the purchase rights represented by this
         Warrant may be made at any time or times on or after the Initial
         Exercise Date and on or before the Termination Date by delivery to the
         Company of a duly executed facsimile copy of the Notice of Exercise
         Form annexed hereto (or such other office or agency of the Company as
         it may designate by notice in writing to the registered Holder at the
         address of such Holder appearing on the books of the Company);
         provided, however, within 5 Trading Days of the date said Notice of
         Exercise is delivered to the Company, the Holder shall have
         surrendered this Warrant to the Company and the Company shall have
         received payment of the aggregate Exercise Price of the shares thereby
         purchased by wire transfer or cashier's check drawn on a United States
         bank. Certificates for shares purchased hereunder shall be delivered
         to the Holder within the earlier of (i) 5 Trading Days after the date
         on which the Notice of Exercise shall have been delivered by facsimile
         copy or (ii) 3 Trading Days from the delivery to the Company of the
         Notice of Exercise Form by facsimile copy, surrender of this Warrant
         and payment of the aggregate Exercise Price as set forth above
         ("Warrant Share Delivery Date"); provided, however, in the event the
         Warrant is not surrendered or the aggregate Exercise Price is not
         received by the Company within 5 Trading Days after the date on which
         the Notice of Exercise shall be delivered by facsimile copy, the
         Warrant Share Delivery Date shall be extended to the extent such 5
         Trading Day period is exceeded. This Warrant shall be deemed to have
         been exercised on the date the Notice of Exercise is delivered to the
         Company by facsimile copy. The Warrant Shares shall be deemed to have
         been issued, and Holder or any other person so designated to be named
         therein shall be deemed to have become a holder of record of such
         shares for all purposes, as of the date the Warrant has been exercised
         by payment to the Company of the Exercise Price and all taxes required
         to be paid by the Holder, if any, pursuant to Section 5 prior to the
         issuance of such shares, have been paid. If the Company fails to
         deliver to the Holder a certificate or certificates representing the
         Warrant Shares pursuant to this Section 3(a) by the Warrant Share
         Delivery Date, then the Holder will have the right to rescind such
         exercise. In addition to any other rights available to the Holder, if
         the Company fails to deliver to the Holder a certificate or
         certificates representing the Warrant Shares pursuant to an exercise
         by the


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<PAGE>

         second Trading Day after the Warrant Share Delivery Date, and if after
         such Trading Day the Holder purchases (in an open market transaction
         or otherwise) shares of Common Stock to deliver in satisfaction of a
         sale by the Holder of the Warrant Shares which the Holder anticipated
         receiving upon such exercise (a "Buy-In"), then the Company shall (1)
         pay in cash to the Holder the amount by which (x) the Holder's total
         purchase price (including brokerage commissions, if any) for the
         shares of Common Stock so purchased exceeds (y) the amount obtained by
         multiplying (A) the number of Warrant Shares that the Company was
         required to deliver to the Holder in connection with the exercise at
         issue times (B) the closing bid price of the Common Stock at the time
         of the obligation giving rise to such purchase obligation, and (2) at
         the option of the Holder, either reinstate the portion of the Warrant
         and equivalent number of Warrant Shares for which such exercise was
         not honored or deliver to the Holder the number of shares of Common
         Stock that would have been issued had the Company timely complied with
         its exercise and delivery obligations hereunder. For example, if the
         Holder purchases Common Stock having a total purchase price of $11,000
         to cover a Buy-In with respect to an attempted exercise of shares of
         Common Stock with a market price on the date of exercise totaled
         $10,000, under clause (1) of the immediately preceding sentence the
         Company shall be required to pay the Holder $1,000. The Holder shall
         provide the Company written notice indicating the amounts payable to
         the Holder in respect of the Buy-In. Nothing herein shall limit a
         Holder's right to pursue any other remedies available to it hereunder,
         at law or in equity including, without limitation, a decree of
         specific performance and/or injunctive relief with respect to the
         Company's failure to timely deliver certificates representing shares
         of Common Stock upon exercise of the Warrant as required pursuant to
         the terms hereof.

                  (b) If this Warrant shall have been exercised in part, the
         Company shall, at the time of delivery of the certificate or
         certificates representing Warrant Shares, deliver to Holder a new
         Warrant evidencing the rights of Holder to purchase the unpurchased
         Warrant Shares called for by this Warrant, which new Warrant shall in
         all other respects be identical with this Warrant.

                  (c) Notwithstanding anything herein to the contrary, in no
         event shall the Holder be permitted to exercise this Warrant for
         Warrant Shares to the extent that (i) the number of shares of Common
         Stock owned by such Holder (other than Warrant Shares issuable upon
         exercise of this Warrant) plus (ii) the number of Warrant Shares
         issuable upon exercise of this Warrant, would be equal to or exceed
         4.9999% of the number of shares of Common Stock then issued and
         outstanding, including shares issuable upon exercise of this Warrant
         held by such Holder after application of this Section 3(c). As used
         herein, beneficial ownership shall be determined in accordance with
         Section 13(d) of the Exchange Act. To the extent that the limitation
         contained in this Section 3(c) applies, the determination of whether
         this Warrant is exercisable (in relation to other securities owned by
         the Holder) and of which a portion of this Warrant is exercisable
         shall be in the sole discretion of such Holder, and the submission of
         a Notice of Exercise shall be deemed to be such Holder's determination
         of whether this Warrant is exercisable (in relation to other
         securities owned by such Holder) and of which portion of this Warrant
         is exercisable, in each case subject to such aggregate percentage
         limitation, and the Company shall have no obligation to verify or
         confirm the accuracy of such


                                       3
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         determination. Nothing contained herein shall be deemed to restrict
         the right of a Holder to exercise this Warrant into Warrant Shares at
         such time as such exercise will not violate the provisions of this
         Section 3(c). The provisions of this Section 3(c) may be waived by the
         Holder upon, at the election of the Holder, not less than 61 days'
         prior notice to the Company, and the provisions of this Section 3(c)
         shall continue to apply until such 61st day (or such later date, as
         determined by the Holder, as may be specified in such notice of
         waiver). No exercise of this Warrant in violation of this Section 3(c)
         but otherwise in accordance with this Warrant shall affect the status
         of the Warrant Shares as validly issued, fully-paid and nonassessable.

                  (d) If after one year if there is no effective Registration
         Statement registering the Warrant Shares, this Warrant may also be
         exercised by means of a "cashless exercise" in which the Holder shall
         be entitled to receive a certificate for the number of Warrant Shares
         equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

                  (A) = the average of the high and low trading prices per
                        share of Common Stock on the Trading Day preceding the
                        date of such election;

                  (B) = the Exercise Price of the Warrants; and

                  (X) = the number of Warrant Shares issuable upon exercise of
                        the Warrants in accordance with the terms of this
                        Warrant.

                  (e) Until the Company obtains Shareholder Approval (as
         defined in Section 4.16 of the Purchase Agreement), the Holder's right
         to exercise this Warrant shall be limited to the extent such exercise
         causes the issuance to exceed such Holder's (or its predecessor's)
         pro-rata portion of the Issuable Maximum (as defined in Section
         4(a)(iii) of the Debenture). The Termination Date shall be extended
         for a number of Trading Days equal to the number of days the exercise
         of this Warrant is prohibited hereunder.


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         4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price.

         5. Charges, Taxes and Expenses. Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate, all
of which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder; and the Company
may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

         6. Closing of Books. The Company will not close its stockholder books
or records in any manner which prevents the timely exercise of this Warrant.

         7. Transfer, Division and Combination.

                  (a) Subject to compliance with any applicable securities
         laws, transfer of this Warrant and all rights hereunder, in whole or
         in part, shall be registered on the books of the Company to be
         maintained for such purpose, upon surrender of this Warrant at the
         principal office of the Company, together with a written assignment of
         this Warrant substantially in the form attached hereto duly executed
         by the Holder or its agent or attorney and funds sufficient to pay any
         transfer taxes payable upon the making of such transfer. Upon such
         surrender and, if required, such payment, the Company shall execute
         and deliver a new Warrant or Warrants in the name of the assignee or
         assignees and in the denomination or denominations specified in such
         instrument of assignment, and shall issue to the assignor a new
         Warrant evidencing the portion of this Warrant not so assigned, and
         this Warrant shall promptly be cancelled. A Warrant, if properly
         assigned, may be exercised by a new holder for the purchase of Warrant
         Shares without having a new Warrant issued.

                  (b) This Warrant may be divided or combined with other
         Warrants upon presentation hereof at the aforesaid office of the
         Company, together with a written notice specifying the names and
         denominations in which new Warrants are to be issued, signed by the
         Holder or its agent or attorney. Subject to compliance with Section
         7(a), as to any transfer which may be involved in such division or
         combination, the Company shall execute and deliver a new Warrant or
         Warrants in exchange for the Warrant or Warrants to be divided or
         combined in accordance with such notice.

                  (c) The Company shall prepare, issue and deliver at its own
         expense (other than transfer taxes) the new Warrant or Warrants under
         this Section 7.


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                  (d) The Company agrees to maintain, at its aforesaid office,
         books for the registration and the registration of transfer of the
         Warrants.

         8. No Rights as Shareholder until Exercise. Upon the surrender of this
Warrant and the payment of the aggregate Exercise Price (or by means of a
cashless exercise), the Warrant Shares so purchased shall be and be deemed to
be issued to such Holder as the record owner of such shares as of the close of
business on the later of the date of such surrender or payment. This Warrant
does not entitle the Holder to any voting rights or other rights as a
shareholder of the Company prior to such date.

         9. Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any
stock certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which
shall not include the posting of any bond), and upon surrender and cancellation
of such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

         10. Saturdays, Sundays, Holidays, etc. If the last or appointed day
for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

         11. Adjustments of Exercise Price and Number of Warrant Shares.

                  (a) Stock Splits, etc. The number and kind of securities
         purchasable upon the exercise of this Warrant and the Exercise Price
         shall be subject to adjustment from time to time upon the happening of
         any of the following. In case the Company shall (i) pay a dividend in
         shares of Common Stock or make a distribution in shares of Common
         Stock to holders of its outstanding Common Stock, (ii) subdivide its
         outstanding shares of Common Stock into a greater number of shares,
         (iii) combine its outstanding shares of Common Stock into a smaller
         number of shares of Common Stock, or (iv) issue any shares of its
         capital stock in a reclassification of the Common Stock, then the
         number of Warrant Shares purchasable upon exercise of this Warrant
         immediately prior thereto shall be adjusted so that the Holder shall
         be entitled to receive the kind and number of Warrant Shares or other
         securities of the Company which it would have owned or have been
         entitled to receive had such Warrant been exercised in advance
         thereof. Upon each such adjustment of the kind and number of Warrant
         Shares or other securities of the Company which are purchasable
         hereunder, the Holder shall thereafter be entitled to purchase the
         number of Warrant Shares or other securities resulting from such
         adjustment at an Exercise Price per Warrant Share or other security
         obtained by multiplying the Exercise Price in effect immediately prior
         to such adjustment by the number of Warrant Shares purchasable
         pursuant hereto immediately prior to such adjustment and dividing by
         the number of Warrant Shares or other securities of the Company
         resulting from such adjustment. An adjustment made pursuant to this
         paragraph shall become effective immediately after the effective date
         of such event retroactive to the record date, if any, for such event.


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                  (b) Anti-Dilution Provisions. During the Exercise Period, the
         Exercise Price and the number of Warrant Shares issuable hereunder and
         for which this Warrant is then exercisable pursuant to Section 1
         hereof shall be subject to adjustment from time to time as provided in
         this Section 11(b). In the event that any adjustment of the Exercise
         Price as required herein results in a fraction of a cent, such
         Exercise Price shall be rounded up or down to the nearest cent.

                  (i) Adjustment of Exercise Price. If and whenever the Company
             issues or sells, or in accordance with Section 8(b) hereof is
             deemed to have issued or sold, any shares of Common Stock for a
             consideration per share of less than the then the Exercise Price
             or for no consideration (such lower price, the "Base Share Price"
             and such issuances collectively, a "Dilutive Issuance"), then, the
             Exercise Price shall be reduced to equal the Base Share Price,
             provided, that for purposes hereof, all shares of Common Stock
             that are issuable upon conversion, exercise or exchange of Capital
             Share Equivalents shall be deemed outstanding immediately after
             the issuance of such Common Stock. Such adjustment shall be made
             whenever such shares of Common Stock or Capital Share Equivalents
             are issued.

                  (ii) Effect on Exercise Price of Certain Events. For purposes
             of determining the adjusted Exercise Price under Section 11(b)
             hereof, the following will be applicable:

                           (A) Issuance of Rights or Options. If the Company in
                  any manner issues or grants any warrants, rights or options,
                  whether or not immediately exercisable, to subscribe for or
                  to purchase Common Stock or other securities exercisable,
                  convertible into or exchangeable for Common Stock
                  ("Convertible Securities") (such warrants, rights and options
                  to purchase Common Stock or Convertible Securities are
                  hereinafter referred to as "Options") and the price per share
                  for which Common Stock is issuable upon the exercise of such
                  Options is less than the Exercise Price ("Below Base Price
                  Options"), then the maximum total number of shares of Common
                  Stock issuable upon the exercise of all such Below Base Price
                  Options (assuming full exercise, conversion or exchange of
                  Convertible Securities, if applicable) will, as of the date
                  of the issuance or grant of such Below Base Price Options, be
                  deemed to be outstanding and to have been issued and sold by
                  the Company for such price per share. For purposes of the
                  preceding sentence, the "price per share for which Common
                  Stock is issuable upon the exercise of such Below Base Price
                  Options" is determined by dividing (i) the total amount, if
                  any, received or receivable by the Company as consideration
                  for the issuance or granting of all such Below Base Price
                  Options, plus the minimum aggregate amount of additional
                  consideration, if any, payable to the Company upon the
                  exercise of all such Below Base Price Options, plus, in the
                  case of Convertible Securities issuable upon the exercise of
                  such Below Base Price Options, the minimum aggregate amount
                  of additional consideration payable upon the exercise,
                  conversion or exchange thereof at the time such Convertible
                  Securities first become exercisable, convertible or


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                  exchangeable, by (ii) the maximum total number of shares of
                  Common Stock issuable upon the exercise of all such Below
                  Base Price Options (assuming full conversion of Convertible
                  Securities, if applicable). No further adjustment to the
                  Exercise Price will be made upon the actual issuance of such
                  Common Stock upon the exercise of such Below Base Price
                  Options or upon the exercise, conversion or exchange of
                  Convertible Securities issuable upon exercise of such Below
                  Base Price Options.

                           (B) Issuance of Convertible Securities. If the
                  Company in any manner issues or sells any Convertible
                  Securities, whether or not immediately convertible (other
                  than where the same are issuable upon the exercise of
                  Options) and the price per share for which Common Stock is
                  issuable upon such exercise, conversion or exchange is less
                  than the Exercise Price, then the maximum total number of
                  shares of Common Stock issuable upon the exercise, conversion
                  or exchange of all such Convertible Securities will, as of
                  the date of the issuance of such Convertible Securities, be
                  deemed to be outstanding and to have been issued and sold by
                  the Company for such price per share. For the purposes of the
                  preceding sentence, the "price per share for which Common
                  Stock is issuable upon such exercise, conversion or exchange"
                  is determined by dividing (i) the total amount, if any,
                  received or receivable by the Company as consideration for
                  the issuance or sale of all such Convertible Securities, plus
                  the minimum aggregate amount of additional consideration, if
                  any, payable to the Company upon the exercise, conversion or
                  exchange thereof at the time such Convertible Securities
                  first become exercisable, convertible or exchangeable, by
                  (ii) the maximum total number of shares of Common Stock
                  issuable upon the exercise, conversion or exchange of all
                  such Convertible Securities. No further adjustment to the
                  Exercise Price will be made upon the actual issuance of such
                  Common Stock upon exercise, conversion or exchange of such
                  Convertible Securities.

                           (C) Change in Option Price or Conversion Rate. If
                  there is a change at any time in (i) the amount of additional
                  consideration payable to the Company upon the exercise of any
                  Options; (ii) the amount of additional consideration, if any,
                  payable to the Company upon the exercise, conversion or
                  exchange of any Convertible Securities; or (iii) the rate at
                  which any Convertible Securities are convertible into or
                  exchangeable for Common Stock (in each such case, other than
                  under or by reason of provisions designed to protect against
                  dilution), the Exercise Price in effect at the time of such
                  change will be readjusted to the Exercise Price which would
                  have been in effect at such time had such Options or
                  Convertible Securities still outstanding provided for such
                  changed additional consideration or changed conversion rate,
                  as the case may be, at the time initially granted, issued or
                  sold.


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                           (D) Calculation of Consideration Received. If any
                  Common Stock, Options or Convertible Securities are issued,
                  granted or sold for cash, the consideration received therefor
                  for purposes of this Warrant will be the amount received by
                  the Company therefor, before deduction of reasonable
                  commissions, underwriting discounts or allowances or other
                  reasonable expenses paid or incurred by the Company in
                  connection with such issuance, grant or sale. In case any
                  Common Stock, Options or Convertible Securities are issued or
                  sold for a consideration part or all of which shall be other
                  than cash, the amount of the consideration other than cash
                  received by the Company will be the fair market value of such
                  consideration, except where such consideration consists of
                  securities, in which case the amount of consideration
                  received by the Company will be the Market Price thereof as
                  of the date of receipt. In case any Common Stock, Options or
                  Convertible Securities are issued in connection with any
                  merger or consolidation in which the Company is the surviving
                  corporation, the amount of consideration therefor will be
                  deemed to be the fair market value of such portion of the net
                  assets and business of the non-surviving corporation as is
                  attributable to such Common Stock, Options or Convertible
                  Securities, as the case may be. The fair market value of any
                  consideration other than cash or securities will be
                  determined in good faith by an investment banker or other
                  appropriate expert of national reputation selected by the
                  Company and reasonably acceptable to the holder hereof, with
                  the costs of such appraisal to be borne by the Company.

                           (E) Exceptions to Adjustment of Exercise Price. No
                  adjustment to the Exercise Price will be made upon the grant
                  or exercise of any Convertible Securities which may hereafter
                  be granted or exercised under any employee benefit plan of
                  the Company now existing or to be implemented in the future,
                  so long as the issuance of such Convertible Securities is
                  approved by a majority of the non-employee members of the
                  Board of Directors of the Company or a majority of the
                  members of a committee of non-employee directors established
                  for such purpose.

                  (iii) Minimum Adjustment of Exercise Price. No adjustment of
         the Exercise Price shall be made in an amount of less than 1% of the
         Exercise Price in effect at the time such adjustment is otherwise
         required to be made, but any such lesser adjustment shall be carried
         forward and shall be made at the time and together with the next
         subsequent adjustment which, together with any adjustments so carried
         forward, shall amount to not less than 1% of such Exercise Price.

         12. Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the
Company),


                                       9
<PAGE>

or sell, transfer or otherwise dispose of all or substantially all its
property, assets or business to another corporation and, pursuant to the terms
of such reorganization, reclassification, merger, consolidation or disposition
of assets, shares of common stock of the successor or acquiring corporation, or
any cash, shares of stock or other securities or property of any nature
whatsoever (including warrants or other subscription or purchase rights) in
addition to or in lieu of common stock of the successor or acquiring
corporation ("Other Property"), are to be received by or distributed to the
holders of Common Stock of the Company, then the Holder shall have the right
thereafter to receive, at their option, (a) upon exercise of this Warrant, the
number of shares of Common Stock of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, and Other Property
receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a Holder of the number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to such event, or (b) only if the Company is not the surviving corporation and
the Closing Bid Price immediately prior to such event is less than 110% of the
Exercise Price, cash equal to the value of this Warrant as determined in
accordance with the Black-Scholes option pricing formula which amount shall in
no event exceed 150% of the product of the Exercise Price and the number of
Warrant Shares issuable hereunder. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board
of Directors of the Company) in order to provide for adjustments of Warrant
Shares for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 12.
For purposes of this Section 12, "common stock of the successor or acquiring
corporation" shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 12 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.

         13. Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

         14. Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall promptly mail by registered or certified mail, return receipt requested,
to the Holder notice of such adjustment or adjustments setting forth the number
of Warrant Shares (and other securities or property) purchasable upon the
exercise of this Warrant and the Exercise Price of such Warrant Shares (and
other securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made. Such notice,


                                      10
<PAGE>

in the absence of manifest error, shall be conclusive evidence of the
correctness of such adjustment.

         15. Notice of Corporate Action. If at any time:

                  (a) the Company shall take a record of the holders of its
         Common Stock for the purpose of entitling them to receive a dividend
         or other distribution, or any right to subscribe for or purchase any
         evidences of its indebtedness, any shares of stock of any class or any
         other securities or property, or to receive any other right, or

                  (b) there shall be any capital reorganization of the Company,
         any reclassification or recapitalization of the capital stock of the
         Company or any consolidation or merger of the Company with, or any
         sale, transfer or other disposition of all or substantially all the
         property, assets or business of the Company to, another corporation
         or,

                  (c) there shall be a voluntary or involuntary dissolution,
         liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, at least 20 days' prior written notice of the date when the same shall take
place. Such notice in accordance with the foregoing clause also shall specify
(i) the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common Stock
shall be entitled to any such dividend, distribution or right, and the amount
and character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up. Each
such written notice shall be sufficiently given if addressed to Holder at the
last address of Holder appearing on the books of the Company and delivered in
accordance with Section 17(d).

         16. Authorized Shares. The Company covenants that during the period
the Warrant is outstanding, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any purchase rights under this Warrant. The
Company further covenants that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed.


                                      11
<PAGE>

         The Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of
all such actions as may be necessary or appropriate to protect the rights of
Holder against impairment. Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase
in par value, (b) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof as may
be necessary to enable the Company to perform its obligations under this
Warrant.

         Before taking any action which would result in an adjustment in the
number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

         17. Miscellaneous.

                  (a) Jurisdiction. This Warrant shall constitute a contract
         under the laws of New York, without regard to its conflict of law,
         principles or rules.

                  (b) Restrictions. The Holder acknowledges that the Warrant
         Shares acquired upon the exercise of this Warrant, if not registered,
         will have restrictions upon resale imposed by state and federal
         securities laws.

                  (c) Nonwaiver and Expenses. No course of dealing or any delay
         or failure to exercise any right hereunder on the part of Holder shall
         operate as a waiver of such right or otherwise prejudice Holder's
         rights, powers or remedies, notwithstanding all rights hereunder
         terminate on the Termination Date. If the Company willfully and
         knowingly fails to comply with any provision of this Warrant, which
         results in any material damages to the Holder, the Company shall pay
         to Holder such amounts as shall be sufficient to cover any costs and
         expenses including, but not limited to, reasonable attorneys' fees,
         including those of appellate proceedings, incurred by Holder in
         collecting any amounts due pursuant hereto or in otherwise enforcing
         any of its rights, powers or remedies hereunder.

                  (d) Notices. Any notice, request or other document required
         or permitted to be given or delivered to the Holder by the Company
         shall be delivered in accordance with the notice provisions of the
         Purchase Agreement.

                  (e) Limitation of Liability. No provision hereof, in the
         absence of affirmative action by Holder to purchase Warrant Shares,
         and no enumeration herein of the rights or privileges of Holder, shall
         give rise to any liability of Holder for the


                                      12
<PAGE>

         purchase price of any Common Stock or as a stockholder of the Company,
         whether such liability is asserted by the Company or by creditors of
         the Company.

                  (f) Remedies. Holder, in addition to being entitled to
         exercise all rights granted by law, including recovery of damages,
         will be entitled to specific performance of its rights under this
         Warrant. The Company agrees that monetary damages would not be
         adequate compensation for any loss incurred by reason of a breach by
         it of the provisions of this Warrant and hereby agrees to waive the
         defense in any action for specific performance that a remedy at law
         would be adequate.

                  (g) Successors and Assigns. Subject to applicable securities
         laws, this Warrant and the rights and obligations evidenced hereby
         shall inure to the benefit of and be binding upon the successors of
         the Company and the successors and permitted assigns of Holder. The
         provisions of this Warrant are intended to be for the benefit of all
         Holders from time to time of this Warrant and shall be enforceable by
         any such Holder or holder of Warrant Shares.

                  (h) Amendment. This Warrant may be modified or amended or the
         provisions hereof waived with the written consent of the Company and
         the Holder.

                  (i) Severability. Wherever possible, each provision of this
         Warrant shall be interpreted in such manner as to be effective and
         valid under applicable law, but if any provision of this Warrant shall
         be prohibited by or invalid under applicable law, such provision shall
         be ineffective to the extent of such prohibition or invalidity,
         without invalidating the remainder of such provisions or the remaining
         provisions of this Warrant.

                  (j) Headings. The headings used in this Warrant are for the
         convenience of reference only and shall not, for any purpose, be
         deemed a part of this Warrant.

                              ********************


                                      13
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.


Dated: February 28, 2003
                                            VIRAGEN, INC.



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


                                      14
<PAGE>

                               NOTICE OF EXERCISE

To:      Viragen, Inc.

         (1)      The undersigned hereby elects to purchase ________ Warrant
Shares (the "Common Stock"), of Viragen, Inc., pursuant to the terms of the
attached Warrant, and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

         (2)      Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:



                  ----------------------------------------

The Warrant Shares shall be delivered to the following:



                  ----------------------------------------



                  ----------------------------------------



                  ----------------------------------------


                                     [PURCHASER]



                                     By:
                                        ---------------------------------
                                        Name:
                                        Title:

                                     Dated:
                                           ------------------------------


<PAGE>

                                ASSIGNMENT FORM

                   (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

         FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to



_______________________________________________ whose address is



---------------------------------------------------------------.



---------------------------------------------------------------

                                     Dated:  ______________, _______



                  Holder's Signature:
                                     ------------------------------------



                  Holder's Address:  ------------------------------------



                                     ------------------------------------



Signature Guaranteed:
                     -------------------------------------

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.


<PAGE>

                   NOTICE OF EXERCISE OF COMMON STOCK WARRANT
                    PURSUANT TO CASHLESS EXERCISE PROVISIONS

To: Viragen, Inc.

Aggregate Price of Warrant Before Exercise: $_______
Aggregate Price Being Exercised: $______
Exercise Price: $______ per share
Number of Shares of Common Stock to be Issued Under this Notice: ________
Remaining Aggregate Price (if any) After Issuance: $_______

Gentlemen:

         The undersigned, registered Holder of the Warrant delivered herewith,
hereby irrevocably exercises such Warrant for, and purchases thereunder, shares
of the Common Stock of Viragen, Inc., as provided below. Capitalized terms used
herein, unless otherwise defined herein, shall have the meanings given in the
Warrant. The portion of the Exercise Price (as defined in the Warrant) to be
applied toward the purchase of Common Stock pursuant to this Notice of Exercise
is $_______, thereby leaving a remaining Exercise Price (if any) equal to
$________. Such exercise shall be pursuant to the cashless exercise provisions
of Section 3 of the Warrant; therefore, Holder makes no payment with this
Notice of Exercise. The number of shares to be issued pursuant to this exercise
shall be determined by reference to the formula in Section 3 of the Warrant
which, by reference to Section 3, requires the use of the high and low trading
price of the Company's Common Stock on the Trading Day preceding the date of
such election. The high and low trading price of the Company's Common Stock has
been determined by Holder to be $______ and $_________, respectively, which
figure is acceptable to Holder for calculations of the number of shares of
Common Stock issuable pursuant to this Notice of Exercise. Holder requests that
the certificates for the purchased shares of Common Stock be issued in the name
of _________________________ and delivered to _______________________________.
To the extent the foregoing exercise is for less than the full Aggregate Price
of the Warrant, a replacement Warrant representing the remainder of the
Aggregate Price (and otherwise of like form, tenor and effect) shall be
delivered to Holder along with the share certificate evidencing the Common
Stock issued in response to this Notice of Exercise.


                                     [Purchaser]



                                     By:
                                        ---------------------------------------
                                         Name:
                                         Title:

                                     Date:

                                     NOTE

The execution to the foregoing Notice of Exercise must exactly correspond to
the name of the Holder on the Warrant.