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                                                                   EXHIBIT 10.12

THIS AGREEMENT is made the 15th day of February 2001

BETWEEN

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

AND

PROFESSOR WILLIAM H. STIMSON, 7 Lawn Park, Milngavie, Glasgow, G626HG, Scotland

WHEREAS:

Professor WH Stimson (herein after known as "WHS") 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 WHS who here by agrees to act as the Consultant
         upon and subject to the terms set out below.

2.       CONSULTANT'S OBLIGATIONS

         2.1      WHS will provide VSL and its subsidiaries advice on matters
                  relating to the research, development and manufacture and of
                  OMNIFERON (TM) 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      WHS agrees to provide these services to VSL for a minimum of
                  day each month (or more as from time to time may be agreed).
                  WHS also agrees to provide advice at other times, as may be
                  required, and to respond to such requests within a reasonable
                  time.

         2.3      WHS 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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         INFORMATION

         WHS shall provide to VSL upon request written reports of his activities
         on VSL's behalf. WHS shall also upon request be available for meetings
         with VSL and its parent Viragen, Inc. (herein after known as "VRA").

3.       CONFIDENTIALITY

         3.1      WHS will operate under the Viragen Confidentiality Agreement
                  dated 24 June 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 WHS a retainer fee of (pound)700.00 per day payable in
                  arrears within 28 days of the Date of WHS's invoice for such
                  amounts and any expenses referred to in Clause 4.4 below. Time
                  in excess of 1 day in any one calendar month will be charged
                  at a rate of (pound)700 per day.

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

         4.3      VSL will also reimburse WHS 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 WHS submitting such supporting evidence
                  thereof as VSL may reasonably require. All air travel will be
                  made by Business Class or Premium Economy Class when
                  available. 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).

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

5.       DURATION AND TERMINATION

         5.1      This Agreement shall be deemed to have commenced on 14
                  February 2001 notwithstanding the date hereof and shall
                  continue indefinitely thereafter, subject to either party's
                  right to terminate it upon one month's written notice.

         5.2      Notwithstanding the provisions of Clause 5.1 above, VSL may at
                  any time by notice in writing immediately terminate this
                  Agreement if WHS shall:

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





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                  5.2.2    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 or VRA and
         the Consultant. WHS shall not have any right or power whatsoever to
         contract on behalf of VSL or VRA or otherwise bind VSL or VRA in any
         way in relation to third parties unless specifically authorised to do
         so by VSL or VRA.

7.       INDEMNITY OF CONSULTANT

         Viragen shall indemnify and hold harmless Consultant from and against
         any and all claims, judgements, fines, penalties, liabilities, losses,
         costs and expenses (including reasonable attorneys' fees and costs)
         asserted against or incurred by Consultant as a result of acts or
         omissions of Consultant taken or made in the course of performing his
         duties for VSL or VRA, provided, however, that such indemnity shall not
         apply to acts or omissions of Consultant which constitute misconduct,
         gross negligence or which were intended by Consultant to personally
         benefit Consultant directly or indirectly, at the expense of Viragen,
         unless the matter which benefits Consultant was first fully disclosed
         to the Board of Directors of VSL and/or VRAViragen and approved by said
         Board.

8.       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, in writing from time to time.

9.       ENTIRE AGREEMENT

         This Agreement, including Appendix 1, sets out the active agreement and
         understanding between WHS and VSL 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/ Gerald Smith
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                           Gerald Smith
                           President - Viragen, Inc.
                           Director - Viragen (Scotland) Ltd.

         For and on behalf of Viragen (Scotland) Limited

         Signed by         /s/ WH Stimson
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                           Professor WH Stimson







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