MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

         THIS CONFIDENTIALITY AND NON-DISCLOSURE  AGREEMENT (the "Agreement") is
entered  into  by and  between  VIRAGEN,  INCORPORATED  ("VIRAGEN"),  a  Florida
corporation, having a principal place of business at 865 S.W. 78th Avenue, Suite
100,  Plantation,  Florida 33324,  and BIOSYNTECH LTD.  ("BIOSYNTECH",  having a
principal place of business at 475 Boulevard Armand  Frappier,  Laval QC, Canada
H7V 4b3.

         WHEREAS, BIOSYNTECH is in the business of developing, manufacturing and
marketing the  BST-GEL(TM) and  BST-CARGEL(TM)  advanced  big-materials  used in
drug,  cell and gene delivery  systems,  big-engineered  artificial  tissues and
injectable self-forming implants; and

         WHEREAS,  VIRAGEN is in the  business  of  manufacturing  and  clinical
development of biological response modifiers, including interferons; and

         WHEREAS, VIRAGEN and BIOSYNTECH (the "Parties") are willing to disclose
to each other certain confidential information for the purpose of evaluating the
possibility  of  entering  into  a  business   relationship  (which  purpose  is
hereinafter referred to as the "Purpose of this Agreement");

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
contained herein, the Parties agree as follows:

          1. CONFIDENTIAL  INFORMATION.  The term "Confidential  Information" as
used in this Agreement shall mean any and all non-public  information  disclosed
by one party (the "Disclosing Party") to the other party (the "Receiving Party")
in a written or tangible form (including fax transmissions, electronic mail, and
electronic media) clearly marked (or, in the case of electronic media, otherwise
clearly identified) as being  confidential,  and relating to the Purpose of this
Agreement.   Confidential  Information  shall  expressly  include  any  and  all
information derived from the foregoing Confidential Information.

          2.  CONFIDENTIALITY  OBLIGATIONS.  The Receiving  Party shall keep the
Confidential Information in strict confidence,  and shall not disclose it to any
person, fun or corporation, nor use the Confidential Information for any purpose
other than for the specific

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Purpose of this  Agreement  without the prior written  consent of the Disclosing
Party.  The  Receiving  Party  shall  protect  and  safeguard  the  Confidential
Information  furnished by the Disclosing Party by using the same degree of care,
but no less than a reasonable  degree of care, to prevent the unauthorized  use,
dissemination  or publication of the  Confidential  Information as the Receiving
Party uses to protect its own confidential or proprietary  information of a like
nature.  The  Receiving  Party shall limit the  disclosure  of the  Confidential
Information  to only such officers,  employees or agents of the Receiving  Party
who need to know such  information  in order to  accomplish  the Purpose of this
Agreement.  The  Receiving  Party  agrees  that all such  officers,  agents  and
employees  shall be  notified  of the  proprietary  nature  of the  Confidential
Information

         3.  EXCEPTIONS.   The  obligations  of  confidentiality   contained  in
Paragraph 2 shall not apply to any information which:

            (a)  is  proven  by  written  evidence  to have  been  known  to the
Receiving Party at the time of disclosure; or

            (b)  is or becomes  publicly  known or  available  through no act or
fault of the Receiving Party; or

            (c)  is rightly  received by the Receiving  Party from a third party
who was authorized to disclose such information; or

           (d)  is  proven  by  written  evidence  to have  been  independently
developed by the Receiving Party; or

           (e)  is  approved  for  release  by  written  authorization  of  the
Disclosing Party; or

          (f)  is  disclosed  by the  Receiving  Party  pursuant to law or any
governmental or court order,  provided that the Receiving Party shall first have
given notice to the Disclosing Party of such order and made a reasonable  effort
to obtain a protective order.

     4.   DURATION. The obligations of confidentiality  contained in Paragraph 2
shall extend for a period of five (5) years from the date of  disclosure of such
information.

     5.   RETURN OF DOCUMENTS.  Upon the written request of the Disclosing Party
at any time,  the Receiving  Party shall  immediately  return to the  Disclosing
Party all  written  Confidential  Information  except for one copy for  archival
purposes which will be kept by the General Counsel of the Receiving Party.

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     6.   RELATION BETWEEN PARTIES. At all times, Confidential Information shall
be and remain the property of the  Disclosing  Party.  This  Agreement  does not
grant  either  party any  express  or  implied  rights  under the other  party's
patents, know-how, trade secrets,  copyrights,  trademarks or other intellectual
property rights or  applications  therefor.  The Parties make no  representation
that any type of  business  relation  will be  concluded  between  the  Parties.
Nothing  in this  Agreement  shall be deemed to  create a  partnership  or joint
venture between the Parties.

     7.   MISCELLANEOUS.  This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Florida. This Agreement constitutes the
complete  agreement of the Parties and supersedes  all previous  understandings,
agreements  or  representations,  written or oral,  between  the Parties to this
Agreement. This Agreement may not be amended except by written instrument signed
by both  Parties.  In the event that any one or more of the  provisions  of this
Agreement is unenforceable, the enforceability of the remaining provisions shall
be unimpaired.

          IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in
duplicate on the date(s) set forth below.

BIOSYNTECH, LTD.                           VIRAGEN, INC.


By: /s/ Francois Binette                   By: /s/ Mel Rothberg
    ------------------------                   --------------------

Name:     Francois Binette                 Name:     Mel Rothberg

Title:    V.P. R&D                         Title:    Executive V.P.

Date:     9/20/99                          Date:     8/30/99