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                                                                   EXHIBIT 10.11

THIS AGREEMENT is made the 8th day of January 2001

BETWEEN

VIRAGEN (SCOTLAND) LIMITED, Pentlands Science Park, Bush Loan, Penicuik,
Midlothian, EH26 0PZ, Scotland

AND

PETER COOPER ASSOCIATES, Cheviot Lodge, Bemersyde, Melrose, Roxburghshire, TD6
9DP, Scotland

WHEREAS:-

Peter Cooper Associates (herein after known as "PCA") is to provide an advisory
service and a project service to Viragen (Scotland) Limited (herein after known
as "VSL") and its affiliates upon and subject to the terms set out below.

NOW IT IS HEREBY AGREED as follows:-

1.       APPOINTMENT

         VSL hereby appoints PCA which here by agrees to provide the services of
         Peter Cooper to act as the Consultant upon and subject to the terms set
         out below.

2.       CONSULTANT'S OBLIGATIONS

2.1      PCA will use the consultant to provide VSL and its subsidiaries advice
         on matters relating to the development, manufacture and regulatory
         approval of Omniferon and other products where there is no pre-existing
         conflict of interest and to provide advice on the projects contained in
         the schedule to this agreement.

2.2      PCA AGREES TO PROVIDE THESE SERVICES TO VSL FOR A MAXIMUM OF TWO DAYS
         EACH WEEK FOR THE FIRST THREE MONTHS OF THIS CONTRACT (OR MORE AS FROM
         TIME TO TIME MAY BE AGREED), AND FOR TWO DAYS EACH CALENDAR MONTH FOR
         THE FINAL THREE MONTHS OF THIS CONTRACT (OR MORE AS FROM TIME TO TIME
         MAY BE AGREED, UP TO A MAXIMUM OF TWO DAYS PER WEEK) SUBJECT TO
         AGREEMENT BY DR NICOLSON AND FRASIER LESLIE OF THE DAYS TO BE WORKED IN
         THE FINAL TWO MONTHS OF THIS CONTRACT. PCA ALSO AGREES THAT THE
         CONSULTANT WILL PROVIDE ADVICE AT OTHER TIMES, AS MAY BE REQUIRED, AND
         TO RESPOND TO SUCH REQUESTS WITHIN A REASONABLE TIME.

2.3      PCA will provide the services to the standard of skill, integrity and
         reliability which could reasonably be expected from a Consultant with
         skills and qualifications held by the Consultant.




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2.4      PCA will provide, to support the monthly fee invoice, a monthly time
         sheet showing hours worked and on what projects, as per the standard
         VSL consultant's contract.

2.5      PCA may, (subject to the written consent of VSL), provide an individual
         other than Peter Cooper to provide the services on its behalf in terms
         of this Agreement.

         INFORMATION

         PCA shall provide to VSL upon request written reports of its activities
         on VSL's behalf. PCA shall also upon request make the consultant
         available for meetings with VSL.

3.       CONFIDENTIALITY

3.1      PCA will operate under the Viragen Confidentiality Agreement dated 13
         July 1999 and attached to this document as an Appendix 1.

4.       FEES AND EXPENSES

4.1      As consideration for the provision of the advisory services referred to
         in paragraphs 2.1, 2.2 and 2.3 above, VSL shall pay to PCA a retainer
         fee of (pound)500.00 per day (plus VAT) payable in arrears within 28
         days of the date of PCA's invoice for such amounts and any expenses
         referred to in Clause 6.4 below. Time in excess of two days in any one
         calendar month will be charged at a rate of (pound)500 per day.

4.2      Any invoice not paid within 28 days shall incur an additional charge,
         calculated on a daily basis for each day after the expiry of the 28 day
         period during which the fee remains outstanding at Bank Base Rate plus
         2% together with a (pound)100 administration charge.

4.3      Invoices will be rendered monthly at the end of each calendar month.

4.4      VSL will also reimburse PCA such travelling, accommodation and
         communication costs as may be reasonably be incurred in connection with
         the provision of the services pursuant to this Agreement subject to PCA
         submitting such supporting evidence thereof as VSL may reasonably
         require. All air travel will be made by Economy Class. All rail travel
         will be made by First Class. Car mileage rates will be charged in
         accordance with those recommended by the Automobile Association (of
         Great Britain).

4.5      For all payments from outside the United Kingdom VSL shall pay all bank
         charges for remittance in Pounds Sterling including any charges payable
         by PCA.

5.       DURATION AND TERMINATION

5.1      This Agreement shall be deemed to have commenced on 01 February 2001
         notwithstanding the date hereof and shall continue for six months
         thereafter, subject to either party's right to terminate it upon one
         month's written notice.




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5.2      Notwithstanding the provisions of Clause 6.1 above, VSL may at any time
         by notice in writing immediately terminate this Agreement if PCA shall:

         6.2.1    be in breach of any of the terms of this Agreement which, in
                  the case of breach capable of remedy is not remedied by PCA
                  within 21 days of receipt by it of a notice from VSL
                  specifying the breach and requiring its remedy; or

         6.2.2    be incompetent, guilty of gross misconduct or any negligence
                  in respect of its obligations.

6.       NO EMPLOYMENT OR AGENCY

         Nothing contained in this Agreement shall be construed or have effect
         as constituting any relationship of employment between VSL and the
         Consultant. Neither PCA nor the Consultant shall have any right or
         power whatsoever to contract on behalf of VSL or otherwise bind VSL in
         any way in relation to third parties unless specifically authorised to
         do so by VSL.

7.       NOTICES

         Any notice required by this Agreement to be given by one party to the
         other shall be in writing and shall be serviced by sending the same by
         registered post or recorded delivery or leaving at the address of the
         other party specified above or at such other substitute address that
         party may notify from time to time.

8.       NON-COMPETE

         During the period of this Agreement and for a period of 12 months after
         its termination, VSL shall not approach either directly or indirectly
         via any third party, any individual who has been directed by PCA to act
         as the consultant in terms of this Agreement.

9.       ENTIRE AGREEMENT

         This Agreement sets out the active agreement and understanding between
         PCA, VSL and the Consultant in relation to its subject matter and
         supersedes any previous agreement, whether written or oral, between the
         parties.

10.      GOVERNING LAW

         This Agreement shall be governed and construed in all respects with the
         Laws of Scotland.

         In witness whereof the parties have executed this Agreement the day and
         year first above written.

         Signed by         /s/ Magnus Nicolson
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                           Dr Magnus Nicolson

         For and on behalf of Viragen (Scotland) Limited

         Signed by         /s/ Peter Cooper
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                           Dr Peter Cooper

         For and on behalf of Peter Cooper Associates





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