SERIVE AGREEMENT BETWEEN VIRAGEN (SCOTLAND) LIMITED AND DONALD MAGNUS NICOLSON I refer to the above Service Agreement ("the Agreement") dated 16th and 19th February, 1996, which is amended as follows:- 1. In respect of the Term clause 4.3 of the...

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                           VIRAGEN (SCOTLAND) LIMITED

                           (Registered Number 155387)

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5th September 1997



Xx. Xxxxxx Xxxxxxxx
Formerly of 0 Xxxxxxxx'x Xxxxx
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Xxxxxxx
Xxxxxxxxxxxxx, X00 OTW and now of
Xxxxxxx Xxxxx
Xxxxxxxx Xxxx
Xxxxxx, X00 XXX.


Dear Xx. Xxxxxxxx,

                            SERIVE AGREEMENT BETWEEN
                           VIRAGEN (SCOTLAND) LIMITED
                                       AND
                             XXXXXX XXXXXX XXXXXXXX

I refer to the above Service Agreement ("the Agreement") dated 16th and 19th
February, 1996, which is amended as follows:-

1.      In respect of the Term clause 4.3 of the Agreement, the date 31st March
        2000 shall be substituted for the existing expiry date of 31st March
        1998 (the "fixed term date"), the Agreement to be extended for a two
        year period, commencing on expiration of the original fixed term date in
        terms of the existing Agreement.

2.      In respect of the Remuneration clause 5, clause 5.1.4 shall be amended
        to read "in respect of the six month period commencing on the expiry of
        the Third Period ("the Fourth Period") at the rate of British
        Pounds60,000 per annum".

        A new clause 5.1.5 shall be added to read "in respect of the one year
        period commencing on the expiry of "the Fourth Period" ("the Fifth
        Period") at the rate of British Pounds65,000 per annum". A further new
        clause 5.1.6 shall be added to read "in respect of the period commencing
        on the expiry of the Fifth Period and ending on the fixed term date at 
        the rate of British Pounds70,000 per annum".



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3.       In respect of the Expenses and Perquisites of Office, clause 6.2 of the
         Agreement shall be deleted and a new clause substituted therefor as 
         follows:-

        "The Company will provide at its own expense a vehicle of a standard
        compatible with the office held by Xx. Xxxxxxxx for Doctor Nicolson's
        own use and shall reimburse Xx. Xxxxxxxx petrol and insurance expenses
        incurred in respect of such vehicle (subject to exhibiting to the
        Company receipts therefor)."

I enclose a duplicate of this letter. Please confirm that you accept the above
amendments and additions to the Agreement by signing the docquet below and
returning this letter to me.

Yours sincerely,

/s/    XXXXXX X. XXXXXX
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       Xxxxxx X. Xxxxxx
           Director
For and on Behalf of Viragen (Scotland) Limited




5th September 1997

I hereby acknowledge and agree to the amendments to the Agreement as set out in
for the foregoing letter.


/s/    XXXXXX XXXXXX NICOLSON
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