As filed with the  Securities  and  Exchange  Commission  on  December 18, 1996.

                                                          File No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ______________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ______________

                                  VIRAGEN, INC.
               (Exact name of issuer as specified in its charter)

              Delaware                                       59-2101668
   (State or other jurisdiction of                        (I.R.S. Employer 
    incorporation or organization)                       Identification No.)


         2343 West 76th Street
           Hialeah, Florida                                    33016
 (Address of principal executive offices)                    (Zip Code)
                                 ______________

                              CONSULTING AGREEMENT
                       WITH GIRMON INVESTMENT CO., LIMITED
                                      AND
                     COMMON STOCK PURCHASE OPTION GRANTED TO
                                 KEY EMPLOYEE
                            (Full title of the plans)
                                 ______________

                       Gerald Smith, Chairman of the Board
                              2343 West 76th Street
                             Hialeah, Florida 33016
                          Telephone No.: (305) 557-6000
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200

                                 ______________








<PAGE>



                         CALCULATION OF REGISTRATION FEE
================================================================================
                                        Proposed     Proposed
                                        maximum      maximum
                                        offering     aggregate     Amount of
Title of securities    Amount to be     price per    offering    registration
 to be registered      registered (1)   share        price          fee (1)
================================================================================

Common Stock            250,000
($.01 par value)         shares         $5.53 (1)    $1,382,500 (1)  $419.00

Common Stock            120,000
($.01 par value)         shares         $2.79 (2)    $  334,800 (2)  $101.00
                                                     ----------      -------
                                                     $1,717,300      $520.00
                                                     ==========      =======  
================================================================================

(1)   Pursuant to Rule 457(c),  the maximum  offering price was calculated based
      upon the average of the high and low prices of the Company's  Common Stock
      on the National  Association  of Securities  Dealers  Automated  Quotation
      System (SmallCap) on December 16, 1996.

(2)   Pursuant to Rule 457(h),  the maximum  offering price was calculated based
      on the exercise price of the Option described herein.






















                                      2




<PAGE>



                                  VIRAGEN, INC.

         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K



            Form S-8 Item Number
                and Caption                     Caption in Prospectus
            --------------------                ---------------------

 1.   Forepart of Registration State-           Facing Page of Registration
      ment and Outside Front Cover              Statement and Cover Page of
      Page of Prospectus                        Prospectus

 2.   Inside Front and Outside Back             Inside Cover Page of Pro-
      Cover Pages of Prospectus                 spectus and Outside Cover
                                                Page of Prospectus

 3.   Summary Information, Risk Fac-            Not Applicable
      tors and Ratio of Earnings to
      Fixed Charges

 4.   Use of Proceeds                           Not Applicable

 5.   Determination of Offering Price           Not Applicable

 6.   Dilution                                  Not Applicable

 7.   Selling Security Holders                  Not Applicable

 8.   Plan of Distribution                      Cover Page of Prospectus

 9.   Description of Securities to be           Description of Securities;
      Registered                                Consulting  Agreement with
                                                Girmon   Investmen    Co.,
                                                Limited;    Common   Stock
                                                Purchase  Option   Granted
                                                to Key Employee
  
10.   Interests of Named Experts and            Legal Matters
      Counsel

11.   Material Changes                          Not Applicable

12.   Incorporation of Certain Infor-           Incorporation of Certain
      mation by Reference                       Documents by Reference

13.   Disclosure of Commission Posi-            Indemnification of Direc-
      tion on Indemnification for               tors and Officers; Under-
      Securities Act Liabilities                takings




                                        3



<PAGE>



PROSPECTUS
                                  VIRAGEN, INC.

                         370,000 Shares of Common Stock
                                ($.01 par value)

         Issued Pursuant to the Exercise of Warrants under the Company's
            Consulting Agreement with Girmon Investment Co., Limited
            and Common Stock Purchase Option Granted to Key Employee

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 370,000  shares of Common Stock,  $.01 par value (such shares being
referred to as the  "Shares"),  of Viragen,  Inc.  (the  "Company" or "Viragen")
which have been issued to Girmon Investment Co., Limited ("Girmon")  pursuant to
the  exercise  of  warrants  (the  "Warrants")  in  accordance  with  a  written
Consulting  Agreement  dated  October  13,  1995 (the  "Consulting  Agreement"),
providing for the issuance of Warrants to purchase up to 250,000 of such Shares.
All  of  the  Warrants  have  subsequently  been exercised.  In  addition,  this
Registration Statement also registers an aggregate of 120,000 shares  of  Common
Stock of the Company  underlying a Common Stock purchase option granted  to  Mr.
Stephen  Sanders,  an  employee  of the  Company,  pursuant to a written  Common
Stock purchase option issued August 15, 1996.  Such Common Stock purchase option
is  sometimes  hereinafter referred to as the "Option", and the shares of Common
Stock underlying the Option is sometimes hereinafter referred to as the  "Option
Shares."  The  Consultant  and  such  key  employee,  in  their  capacities   as
selling  stockholders,  may sometimes  hereafter be  collectively referred to as
the "Selling  Security  Holders."  The Company  has been advised by the  Selling
Security  Holders that they may sell all or a portion of  the Shares and  Option
Shares  from  time  to  time  in  the  over-the-counter  market,  in  negotiated
transactions, directly or through brokers or otherwise, and that such Shares  or
Option Shares will be sold at market prices prevailing at the time of such sales
or at  negotiated  prices,  and  the  Company  will  not  receive  any  proceeds
from such sales.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the  Shares or Option  Shares  issuable  under the terms of the
Consulting  Agreement  or Option  shall,  under any  circumstances,  create  any
implication  that there has been no change in the affairs of the  Company  since
the date hereof.
                                 ______________

      THESE SECURITIES HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE  SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.
                                 ______________

      THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

               The date of this Prospectus is December 18, 1996.

                                        4


<PAGE>



                             AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended,  and in accordance  therewith  files  reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  filed by the  Company  may be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549, and at the Commission's Regional Offices
at Northwestern  Atrium Center,  500 West Madison Street,  Suite 1400,  Chicago,
Illinois  60661-2511 and 7 World Trade Center, New York, New York 10048.  Copies
of such  material  may be  obtained  from the  Public  Reference  Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549,
at prescribed  rates.  The Commission  also maintains a web site on the internet
that contains  reports,  proxy and information  statements and other information
regarding   registrants  that  file   electronically   with  the  Commission  at
http://www.sec.gov.

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933 with respect
to the resale of up to an  aggregate  of up to 250,000  shares of the  Company's
Common  Stock,  issued to a  Consultant  of the  Company  following  exercise of
certain Warrants  pursuant to a written  Consulting  Agreement with Viragen.  In
addition, the Registration Statement also covers the resale of 120,000 shares of
Common  Stock to be issued to an employee  of the  Company  under the terms of a
written  option.  This  Prospectus,  which  constitutes  part of a  Registration
Statement  filed by the Company with the Commission  under the Securities Act of
1933,  as amended  (the  "Act"),  omits  certain  information  contained  in the
Registration  Statement  in  accordance  with the rules and  regulations  of the
Commission.  Reference is hereby made to the  Registration  Statement and to the
exhibits  relating  thereto for further  information with respect to the Company
and the  securities  offered  hereby.  Statements  in this  Prospectus as to any
document are not necessarily complete, and where any such document is an exhibit
to the Registration  Statement or is incorporated by reference herein, each such
statement  is qualified  in all  respects by the  provisions  of such exhibit or
other  document,  to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement,  with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon  payment  of the  fees  prescribed  by the  rules  and  regulations  of the
Commission, or examined there without charge.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents filed with the Commission are incorporated herein
by reference:

(a)    Annual Report of the Company on Form  10-K/A1, as  amended,  for the
            fiscal year ended June 30, 1996.







                                        5


<PAGE>




(b)    The  Company's  Quarterly  Report  on  Form 10-Q/A for the quarterly
      period ended September 30, 1996.

      (c)   The  description  of  the  Company's  Common  Stock  contained  in a
            registration  statement  filed under the Securities  Exchange Act of
            1934,  as amended,  including  any amendment or report filed for the
            purpose of updating such description.

      (d)   All reports and documents filed by the  Company  pursuant to Section
            13,  14  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
            incorporated  by  reference  herein and to be a part hereof from the
            respective  date  of  filing  of  such   documents.   Any  statement
            incorporated  by reference  herein shall be deemed to be modified or
            superseded  for  purposes  of this  Prospectus  to the extent that a
            statement  contained  herein  or in  any  other  subsequently  filed
            document, which also is or is deemed to be incorporated by reference
            herein,  modifies  or  supersedes  such  statement.   Any  statement
            modified or superseded shall not be deemed, except as so modified or
            superseded, to constitute part of this Prospectus.

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant  to  Section  13(a),  13(c),  14 and 15(d) of the 1934 Act prior to the
filing of a Post-Effective  Amendment to this Registration Statement on Form S-8
of which this Prospectus is a part which  indicates that all securities  offered
have been sold or which deregisters  all securities then remaining unsold, shall
be deemed to be  incorporated  by reference in this  Registration  Statement and
made a part hereof from their  respective  dates of filing such documents  (such
documents,  and the documents enumerated above, being hereinafter referred to as
"Incorporated  Documents");  provided,  however,  that the documents  enumerated
above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act in each year during  which the  offering  made by this
Prospectus is in effect prior to the filing with the Commission of the Company's
Annual  Report  on Form  10-K,  as  amended,  covering  such  year  shall not be
Incorporated  Documents or be incorporated by reference in this Prospectus or be
a part hereof from and after the filing of such Annual Report on Form 10-K.

      Any statement contained in an Incorporated  Document shall be deemed to be
modified or  superseded  for  purposes of this  Prospectus  to the extent that a
statement  contained  herein or in any  other  subsequently  filed  Incorporated
Document  modifies or supersedes such statement.  Any such statement so modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute a part of this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including any  beneficial  owner,  to  whom a  copy of the  Prospectus  has been








                                        6


<PAGE>


delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests  for such copies  should be directed to Corporate  Secretary,  Viragen,
Inc.  at the  Company's  principal  executive  office,  2343 West  76th  Street,
Hialeah, Florida 33016, Telephone (305) 557-6000.

                                  THE COMPANY

      Viragen,  Inc.  was  organized  in  December  1980 to engage in  research,
development  and  manufacture of certain  immunological  products for commercial
application,   particularly  human  leukocyte  interferon,   for  antiviral  and
therapeutic  applications and as anticancer  agents.  Viragen's  primary product
(the  "Product")  is  a  natural  human  leukocyte  alpha  interferon  ("Natural
Interferon").  Natural Interferon is a protein substance that inhibits malignant
cell growth without materially interfering with normal cells. Natural Interferon
stimulates  and modulates the human immune system and, in addition,  impedes the
growth and  propagation  of various  viruses.  The Product is a natural  product
produced from human white blood cells.  Alpha  Leukoferon(TM)  and Omniferon(TM)
are the trade names for  Viragen's  Product in  injectable  form.  The Company's
Product has not been approved by the United States Food and Drug  Administration
("FDA")  or the  European  Union  ("EU"),  and there can be no  assurances  that
approval of the Product will be obtained at any time in the future.

      The  Company  intends to seek to obtain FDA and EU  approvals  for various
uses of its  Omniferon  product in the  future.  Such  approval  is  expected to
require several years of clinical trials and substantial  additional funding. To
date,  Viragen has not  distributed  the  Product  other than for  research  and
pursuant to its investigatory  license from the Florida Department of Health and
Rehabilitative  Services and until May 1993,  Viragen had not actively  operated
due to  insufficient  funds.  Viragen  expects  to  concentrate  its  efforts in
preparing,  filing and processing its applications  and obtaining  approvals for
its  Product  from the FDA and the EU. The  Company  has  assembled  an advisory
committee consisting of scientists, medical researchers and clinicians to assist
the Company in its applications to the FDA and the EU.

      The Company's  majority owned  subsidiary,  Viragen (Europe) Ltd.,  acting
through its wholly-owned  subsidiary  Viragen  (Scotland) Ltd. ("VSL"),  entered
into a License and  Manufacturing  Agreement with The Common  Services Agency of
Scotland (the "Agency") an agent acting on behalf of the Scottish National Blood
Transfusion  Service  ("SNBTS").  Pursuant to such  Licensing and  Manufacturing
Agreement,  SNBTS on behalf of VSL,  will  assist  in the  manufacture  of VSL's
OmniferonTM product for exclusive distribution within the EU and non-exclusively
worldwide in return for certain royalties and preferential access to the Product










                                        7




<PAGE>


for Scottish Agency patients at preferential prices. The Agency has committed to
assist in the manufacture of Omniferon in sufficient scale to accommodate the EU
Clinical Trials and, subsequently, for limited commercial sales in amounts to be
agreed  upon by the  parties.  The  Agency  will also work with the  Company  in
conducting  studies  relevant to  Omniferon  and  cooperate  with the Company to
enable it to comply with the laws and  regulations of the EU in connection  with
production, clinical trials and distribution of Omniferon.

      In June  1996,  the  Company  entered  into a Letter  of  Intent  with the
American  Red  Cross  --  Biomedical  Services  Division.  It is  the  Company's
intention to form a strategic  alliance with the American Red Cross  focusing on
joint research  projects  relating to the development of blood-derived  products
and processes  including the Company's  Omniferon  product in the United States.
The Company is currently negotiating the terms of the agreement establishing the
scope of the relationship and respective obligations of the parties.

      Viragen's  administrative  office and research  facilities  are located at
2343 West 76th Street,  Hialeah,  Florida 33016  (Telephone No. (305)  557-6000;
Facsimile No. (305) 364-8158).

              CONSULTING AGREEMENT WITH GIRMON INVESTMENT CO., LTD.
                                      AND
              COMMON STOCK PURCHASE OPTION GRANTED TO KEY EMPLOYEE

Consulting Agreement

      On October 13, 1995, the Company entered into a Consulting  Agreement with
Girmon  Investment Co. Ltd., a company  incorporated  in the Republic of Ireland
and acting  solely by and through its  Chairman of the Board,  Mr. Moty  Hermon.
Pursuant  to the  Consulting  Agreement,  the  Company  agreed  to  issue to the
Consultant,  Warrants to purchase up to an aggregate of 250,000 shares of Common
Stock of the Company in consideration for consulting  services to be provided to
the Company over an anticipated  24-month period commencing on October 13, 1995.
The  Consultant  is  wholly-owned  by Mr.  Moty  Hermon,  who  is the  principal
executive  officer  of  the  Consultant.  During  the  term  of  the  Consulting
Agreement,  the  Consultant  will provide the  services of Moty Hermon,  and Mr.
Hermon will devote at least 50% of his  business  time and effort,  representing
not less than 80 hours per calendar month,  exclusively to perform  services for
the Company in accordance with the terms of the Consulting Agreement.

      In particular,  the Consultant  will provide advice to,  undertake for and
consult  with the  Company  concerning  international,  financial  and  business
development  matters  with a  particular  emphasis on  international  marketing,
strategic planning, investor relations,  corporate structure and methodology for
purposes of obtaining international agreements,  relationships and participation
by non-U.S.  based corporations,  organizations and regulatory  authorities.  In








                                        8




<PAGE>


connection with the foregoing, the Consultant will advise the Company concerning
international  management and  operational  planning,  expansion of services and
development of a stockholder base on an international level as well as reviewing
and advising the Company regarding its overall progress, needs and condition. As
consideration for its services,  the Consultant  received the Warrants described
hereafter which have been  subsequently  exercised as well as reimbursement  for
its out-of-pocket expenses incurred in the performance of its services under the
Consulting  Agreement  up to an  aggregate of  $20,000.00  during each  12-month
period during the term of the Consulting Agreement.

      In connection  with the  Consulting  Agreement,  the Company issued to the
Consultant  Warrants to purchase  250,000 shares of Common Stock of the Company.
The specific terms of the Warrants were as follows:

      (a)   WARRANT PRICE.  Warrants to purchase 250,000 shares of  Common Stock
            exercisable at a price per share of  $1.00.

      (b)   VESTING.  The Warrants  vested (i) as to 83,334 Shares on October 1,
            1995,  (ii) as to 83,333  Shares  on April 13,  1996 and (iii) as to
            83,333 Shares on October 13, 1996.

      (c)   TERMS OF WARRANTS.  The Warrants would have  expired on  October 13,
            2000.

      (d)   PAYMENT  FOR  SHARES.  The  purchase  price for the  exercise of the
            Warrants  was  payable in cash,  certified  check or  official  bank
            check, and the price for the shares of Common Stock was paid in full
            upon exercise of the Warrants.

      (e)   TRANSFERABILITY.  The Warrants were not  transferable  by the holder
            thereof except to the Consultant's sole shareholder, pursuant to the
            laws of  descent  and  distribution  or  with  the  approval  of the
            Company.

      (f)   REDEMPTION.  There were no redemption rights afforded to the Company
            in connection with the Warrants.

      (g)   ADJUSTMENTS.  The  number of  shares of Common Stock of the  Company
            purchasable  upon exercise of the Warrants and the exercise price of
            the  Warrants  were subject to  adjustment  upon the  occurrence  of
            specified events primarily involving stock dividends,  stock splits,
            reorganizations,   reclassifications,  consolidations  and  mergers.
            There was no  adjustment  for the payment of cash  dividends  by the
            Company on its Common Stock. The Company was not










                                        9



<PAGE>



            required to issue fractional shares.  Warrants for fractional shares
            amounting to less than one share were disregarded.

      (h)   MISCELLANEOUS.  It is  intended  that the  resale  of the  shares of
            Common  Stock  issued on  exercise  of the  Warrants  would be fully
            registered under the Securities Act of 1933.

      Between  August 6, 1996,  and November  21, 1996 all of the Warrants  were
exercised by the Consultant.

Common Stock Purchase Option

      On  August  15 1996, the Company issued a Common Stock purchase  option to
Mr. Stephen  Sanders,  a full time employee of the Company who serves as Special
Assistant to the President of the Company,  to purchase 120,000 shares of Common
Stock at an exercise price of $2.79 per share.  The Options were fully vested as
of the date of grant and expire on August  15, 2001.  The purchase price for the
exercise of the Options is payable in cash, certified check, official bank check
or promissory   note of Mr. Sanders.  The Options are not  transferrable  except
pursuant to the laws of descent  and  distribution  or with the  approval of the
Company. The Options have not been exercised as of the date hereof.

Federal Income Tax Effects

      A Warrant  holder  does not  recognize  taxable  income on the date of the
grant of the Warrant,  which is a non-statutory  option, but recognizes ordinary
income generally at the date of exercise in the amount of the difference between
the Warrant  exercise price and the fair market value of the Common Stock on the
date of  exercise.  However,  if the holder is subject  to the  restrictions  on
resale of common stock under Section 16 of the Securities  Exchange Act of 1934,
such person  generally  recognizes  ordinary  income at the end of the six-month
period  following the date of exercise in the amount of the  difference  between
the Warrant  exercise price and the fair market value of the Common Stock at the
end of the six-month period. Nevertheless,  such holder may elect within 30 days
after  the date of  exercise  to  recognize  ordinary  income  as of the date of
exercise.  The amount of ordinary  income  recognized  by the Warrant  holder is
deductible by the Company in the year that income is recognized.

Restrictions Under Securities Laws

      The sale of any shares of Common Stock  acquired  upon the exercise of the
Warrant  must be made in  compliance  with  federal and state  securities  laws.
Officers,  directors and 10% or greater  stockholders of the Company, as well as
certain  other  persons or parties who may be deemed to be  "affiliates"  of the
Company  under the  Federal  Securities  Laws,  should be aware that  resales by
affiliates  can only be made  pursuant to an effective  Registration  Statement,
Rule 144 or any other  applicable  exemption.  Officers,  directors  and 10% and
greater  stockholders  are also  subject to the  "short  swing"  profit  rule of
Section  16(b) of the  Securities  Exchange  Act of 1934.  Section  16(b) of the
Exchange Act generally provides that if an officer,  director or 10% and greater
stockholder  sold any  Common  Stock of the  Company  acquired  pursuant  to the
exercise of a stock option or warrant,  he would generally be required to pay to
the Company any  "profits"  resulting  from the sale of the stock and receipt of
the stock option.  Section 16(b) exempts all option exercises from being treated
as  purchases  and,  instead,  treats  an  option  grant  as a  purchase  of the

                                       10

<PAGE>


underlying  security,  which  grant/purchase may be matched with any sale of the
underlying security within six months of the date of grant.

                            DESCRIPTION OF SECURITIES

      The Company is currently  authorized to issue up to  50,000,000  shares of
Common  Stock,  par  value  $.01 per  share,  of which  38,254,239  shares  were
outstanding as of November 11, 1996. The Company is also  authorized to issue up
to 1,000,000  shares of  Preferred  Stock,  par value $1.00 per share,  of which
2,650 shares of Series A Preferred Stock and 15,000 shares of Series B Preferred
Stock were outstanding as of November 11, 1996.

Common Stock

      Subject to the dividend rights of the holders of Preferred Stock,  holders
of shares of  Common  Stock are  entitled  to share,  on a ratable  basis,  such
dividends  as may be declared by the Board of  Directors  out of funds,  legally
available therefor. Upon liquidation,  dissolution or winding up of the Company,
after  payment  to  creditors  and  holders  of  Preferred  Stock  that  may  be
outstanding,  the assets of the Company  will be divided pro rata on a per share
basis among the holders of the Common Stock.

      Each  share of Common  Stock  entitles  the  holders  thereof to one vote.
Holders of Common Stock do not have  cumulative  voting  rights which means that
the holders of more than 50% of the shares  voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event,  the
holders of the  remaining  shares will not be able to elect any  Directors.  The
By-Laws  of  the  Company  require  that  only a  majority  of  the  issued  and
outstanding  shares  of  Common  Stock of the  Company  need be  represented  to
constitute a quorum and to transact  business at a  stockholders'  meeting.  The
Common Stock has no  preemptive,  subscription  or conversion  rights and is not
redeemable by the Company.

Preferred Stock

      The  Company  is  authorized  to  issue a total  of  1,000,000  shares  of
Preferred Stock, par value $1.00 per share. The Preferred Stock may be issued by
resolutions  of the Company's  Board of Directors  from time to time without any
action of the  stockholders.  Such  resolutions may authorize  issuances of such
Preferred  Stock in one or more series and may fix and  determine  dividend  and
liquidation preferences, voting rights, conversion privileges,  redemption terms
and other privileges and rights of the shares of each authorized  series.  While
the Company  includes such  Preferred  Stock in its  capitalization  in order to
enhance its financial  flexibility,  such Preferred Stock could possibly be used
by the Company as a means to preserve control by present management in the event
of a potential  hostile  takeover of the  Company.  In addition, the issuance of







                                       11




<PAGE>



large  blocks of  Preferred  Stock could  possibly  have a dilutive  effect with
respect to the existing holders of Common Stock of the Company.

      The Company is authorized  to issue  375,000  shares of Series A Preferred
Stock.  The  Company  currently  has 2,650  shares of Series A  Preferred  Stock
outstanding.  The  Series A  Preferred  Stock  was  established  by the Board of
Directors in January 1984. Each share of Series A Preferred Stock is immediately
convertible  into  4.26  shares  of  Common  Stock.  Dividends  on the  Series A
Preferred  Stock are  cumulative,  have  priority  to the  Common  Stock and are
payable in either cash or Common Stock, at the option of the Company.

      The Series A Preferred  Stock has voting  rights only if dividends  are in
arrears for five annual  dividends.  Upon such  occurrence,  the voting would be
limited to the election of two directors.  Voting rights  terminate upon payment
of the cumulative  dividends.  The Series A Preferred Stock is redeemable at the
option of the Company at any time after  expiration of ten consecutive  business
days during  which the bid or last sale price for the Common  Stock is $6.00 per
share or higher.  There is no mandatory  redemption  or sinking fund  obligation
with respect to the Series A Preferred Stock.

      Owners of the Series A Preferred  Stock,  of which there are eight  record
holders,  will be entitled to receive  $10.00 per share (plus accrued and unpaid
dividends)  before any  distribution or payment is made to holders of the Common
Stock or other stock of the Company junior to the Series A Preferred  Stock upon
liquidation,  dissolution or winding up of the Company.  Cumulative dividends of
$18,600  were  declared  and paid to the holders of Series A Preferred  Stock on
October 11, 1996.  If in any such event the assets of the Company  distributable
among the  holders  of  Series A  Preferred  Stock or any  stock of the  Company
ranking on a par with the Series A Preferred Stock upon liquidation, dissolution
or winding up are insufficient to permit such payment, the holders of the Series
A  Preferred  Stock  and of  such  other  stock  will  be  entitled  to  ratable
distribution of the available  assets in accordance with the respective  amounts
that would be payable on such shares if all amounts payable thereon were paid in
full.

Over-The-Counter Market

      The Company's  Common Stock is traded on the NASDAQ  (SmallCap)  under the
symbol  "VRGN." If for any reason the Common Stock does not remain  accepted for
inclusion on the NASDAQ  System,  then in such case the  Company's  Common Stock
would be  expected  to  continue  to be traded in the  over-the-counter  markets
through the "pink  sheets" or the NASD's OTC  Bulletin  Board.  In the event the
Common Stock were not included in the NASDAQ System,  the Company's Common Stock








                                       12




<PAGE>


would be covered by a  Securities  and  Exchange  Commission  rule that  imposes
additional  sales  practice   requirements  on  broker-dealers   who  sell  such
securities to persons other than established  customers and accredited investors
(generally  institutions with assets in excess of $5,000,000 or individuals with
net  worth in excess  of  $1,000,000  or annual  income  exceeding  $200,000  or
$300,000 jointly with their spouse).  For transactions  covered by the rule, the
broker-dealer  must make a special  suitability  determination for the purchaser
and receive the purchaser's  written  agreement to the transaction  prior to the
sale.  Consequently,  the rule may affect the ability of  broker-dealers to sell
the Company's  securities  and also may affect the ability of purchasers in this
offering  to sell  their  shares in the  secondary  market.  The  ability of the
Company to secure a symbol on the NASDAQ System does not imply that a meaningful
trading market in its Common Stock will ever develop.

Transfer Agent

      The  Transfer  Agent  for the  shares  of  Common  Stock is  Chase  Mellon
Shareholder Services,  Overpeck Centre, 85 Challenger Road, Ridgefield Park, New
Jersey 07660-2108.

                                  LEGAL MATTERS

      Certain  legal  matters in  connection  with  the Shares and Option Shares
being  offered  hereby will be passed  upon for the Company by Atlas,  Pearlman,
Trop & Borkson, P.A., 200 East Las Olas Boulevard,  Suite 1900, Fort Lauderdale,
Florida 33301.  Members of that firm or members of their family own an aggregate
of 37,000 shares of Common Stock of the Company.

                                 INDEMNIFICATION

      Section  145 of the  General  Corporation  Law of  Delaware,  under  which
jurisdiction  the Company is  incorporated,  empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another corporation or enterprise.  A corporation may indemnify against
expenses (including  attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person  indemnified  acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  In the case of an







                                       13




<PAGE>


action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery  or the court in which such action was brought  shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.  Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been  successful in the defense of any action,  suit or  proceeding  referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

      Article VII of the By-Laws of the Company require the Company to indemnify
its Directors and officers as follows:

      "The  corporation  shall  indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(including any action or suit by or in the right of the  corporation)  by reason
of the fact  that he is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such suit,  action or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe his conduct was  unlawful,
provided,  however,  that in the case of an action or suit by or in the right of
the corporation,  (a) such person shall be indemnified only to the extent of his
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the defense or  settlement  thereof and not for any  judgments,
fines or amounts paid in settlement and (b) no indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable for  negligence or misconduct  in the  performance  of his
duty to the  corporation  unless,  and only to the  extent  that,  the  Court of
Chancery  of the State of Delaware or the court in which such action or suit was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

      Any  indemnification  hereunder  (unless  required  by law or ordered by a
court) shall be made by the corporation only as authorized in the  specific case









                                       14




<PAGE>



upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances  because he has met the applicable standard
of conduct set forth in this Article.  Such  determination  shall be made (1) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors so
directs,  by  independent  legal  counsel  in a written  opinion,  or (3) by the
stockholders of the corporation.

      The  indemnification  provided herein shall not be deemed exclusive of any
other  rights to which  those  indemnified  may be entitled  under any  statute,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office,  and shall  continue as to a person who has ceased to
be a director,  officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

      The  corporation  may  purchase  and  maintain  insurance on behalf of any
person who is or was a director,  officer, employee or agent of the corporation,
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise  against any liability asserted against him and incurred by him
in any such capacity,  or arising out of his status as such,  whether or not the
corporation  would have the power to indemnify him against such liability  under
the  provisions  of the General  Corporation  Law of the State of Delaware or of
these By-Laws.

      The  corporation's  indemnity  of any  person  who  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other enterprise,  shall be
reduced by any amounts such person may collect as indemnification  (i) under any
policy of insurance purchased and maintained on his behalf by the corporation or
(ii) from such other  corporation,  partnership,  joint venture,  trust or other
enterprise.

      Nothing  contained in this  Article  VII, or  elsewhere in these  By-Laws,
shall  operate to indemnify any director or officer of such  indemnification  is
for any reason  contrary to law,  either as a matter of public policy,  or under
the provisions of the Federal  Securities  Act of 1933, the Securities  Exchange
Act of 1934, or any other applicable state or federal law.

      For the purposes of this Article,  references to "the corporation" include
all constituent  corporations  absorbed in a consolidation  or merger as well as










                                       15



<PAGE>


the  resulting  or  surviving  corporations  so that any  person who is or was a
director,  officer, employee or agent of such a constituent corporation or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise shall stand in the same position under the provisions
of this  Article with respect to the  resulting or surviving  corporation  as he
would if he had  served  the  resulting  or  surviving  corporation  in the same
capacity."

      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a Director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such Director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



























                                       16




<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference
-------     ---------------------------------------

      The  documents  listed  in below  are  incorporated  by  reference  in the
Registration  Statement.  All  documents  subsequently  filed by the  Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange  Act"),  prior to the filing of a Post-Effective
Amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the  Registration  Statement and to be part thereof
from the date of filing of such documents.

      The following  documents filed with the Commission are incorporated herein
by reference:

(a)    Annual Report of the Company on Form 10-K/A1,  as  amended,  for the
            fiscal year ended June 30, 1996.

(b)    The  Company's  Quarterly  Report  on  Form 10-Q/A for the quarterly
      period ended September 30, 1996.

      (c)   The  description  of  the  Company's  Common  Stock  contained  in a
            registration  statement  filed under the Securities  Exchange Act of
            1934,  as amended,  including  any amendment or report filed for the
            purpose of updating such description.

      (d)   All reports and documents filed by the  Company  pursuant to Section
            13,  14  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
            incorporated  by  reference  herein and to be a part hereof from the
            respective  date  of  filing  of  such   documents.   Any  statement
            incorporated  by reference  herein shall be deemed to be modified or
            superseded  for  purposes  of this  Prospectus  to the extent that a
            statement  contained  herein  or in  any  other  subsequently  filed
            document, which also is or is deemed to be incorporated by reference
            herein,  modifies  or  supersedes  such  statement.   Any  statement
            modified or superseded shall not be deemed, except as so modified or
            superseded, to constitute part of this Prospectus.

Item 4.     Description of Securities
-------     -------------------------

      The class of securities to be offered  hereby is registered  under Section
12(g) of the Securities  Exchange Act of 1934, as amended.  A description of the
Company's securities is set forth in the Company's  Registration Statement filed
under the Securities Act of 1934 and the Company's Annual Report incorporated as
a part of this Registration Statement.



                                        i




<PAGE>


Item 5.     Interests of Named Experts and Counsel
-------     --------------------------------------

      Not Applicable.

Item 6.     Indemnification of Directors and Officers
-------     -----------------------------------------

      Section  145 of the  General  Corporation  Law of  Delaware,  under  which
jurisdiction  the Company is  incorporated,  empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another corporation or enterprise.  A corporation may indemnify against
expenses (including  attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person  indemnified  acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery  or the court in which such action was brought  shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.  Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been  successful in the defense of any action,  suit or  proceeding  referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

      Article VII of the By-Laws of the Company require the Company to indemnify
its Directors and officers as follows:

      "The  corporation  shall  indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(including any action or suit by or in the right of the  corporation)  by reason
of the  fact  that he is or was a  director,  officer,  employee or agent of the











                                       ii



<PAGE>



corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such suit,  action or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe his conduct was  unlawful,
provided,  however,  that in the case of an action or suit by or in the right of
the corporation,  (a) such person shall be indemnified only to the extent of his
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the defense or  settlement  thereof and not for any  judgments,
fines or amounts paid in settlement and (b) no indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable for  negligence or misconduct  in the  performance  of his
duty to the  corporation  unless,  and only to the  extent  that,  the  Court of
Chancery  of the State of Delaware or the court in which such action or suit was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

      Any  indemnification  hereunder  (unless  required  by law or ordered by a
court) shall be made by the corporation  only as authorized in the specific case
upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances  because he has met the applicable standard
of conduct set forth in this Article.  Such  determination  shall be made (1) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors so
directs,  by  independent  legal  counsel  in a written  opinion,  or (3) by the
stockholders of the corporation.

      The  indemnification  provided herein shall not be deemed exclusive of any
other  rights to which  those  indemnified  may be entitled  under any  statute,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office,  and shall  continue as to a person who has ceased to
be a director,  officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

      The  corporation  may  purchase  and  maintain  insurance on behalf of any
person who is or was a director,  officer, employee or agent of the corporation,











                                       iii



<PAGE>


or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise  against any liability asserted against him and incurred by him
in any such capacity,  or arising out of his status as such,  whether or not the
corporation  would have the power to indemnify him against such liability  under
the  provisions  of the General  Corporation  Law of the State of Delaware or of
these By-Laws.

      The  corporation's  indemnity  of any  person  who  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other enterprise,  shall be
reduced by any amounts such person may collect as indemnification  (i) under any
policy of insurance purchased and maintained on his behalf by the corporation or
(ii) from such other  corporation,  partnership,  joint venture,  trust or other
enterprise.

      Nothing  contained in this  Article  VII, or  elsewhere in these  By-Laws,
shall  operate to indemnify any director or officer of such  indemnification  is
for any reason  contrary to law,  either as a matter of public policy,  or under
the provisions of the Federal  Securities  Act of 1933, the Securities  Exchange
Act of 1934, or any other applicable state or federal law.

      For the purposes of this Article,  references to "the corporation" include
all constituent  corporations  absorbed in a consolidation  or merger as well as
the  resulting  or  surviving  corporations  so that any  person who is or was a
director,  officer, employee or agent of such a constituent corporation or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise shall stand in the same position under the provisions
of this  Article with respect to the  resulting or surviving  corporation  as he
would if he had  served  the  resulting  or  surviving  corporation  in the same
capacity."

      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a Director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such Director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling








                                       iv




<PAGE>

precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

Item 7.     Exemption from Registration Claimed
-------     -----------------------------------

      Inasmuch as the  Consultant  who  received the Warrant of the Company  and
the employee who received the Option were  knowledgeable,  sophisticated and had
access to comprehensive  information relevant to the Company,  such transactions
were  undertaken  in reliance on the  exemption  from  registration  provided by
Section 4(2) of the Act. As a condition precedent to such grants, the Consultant
and Mr.  Sanders were required to express an investment  intent as to the Shares
and Option  Shares a to be  received  from the  Company  except upon sale of the
underlying shares of Common Stock pursuant to a registration statement.

Item 8.     Exhibits
-------     --------

Exhibit                 Description
-------                 -----------

(4) (a)     Consulting Agreement with Girmon Investment Co., Limited

(4) (b)     Common Stock purchase option granted to Stephen Sanders

(5)         Opinion of  Atlas,  Pearlman,  Trop & Borkson, P.A. relating  to the
            issuance of shares  pursuant to the  above  Consulting Agreement and
            Common Stock purchase option

(23.1)      Consent of  Atlas,  Pearlman,  Trop & Borkson, P.A.  included in the
            opinion filed as exhibit (5) hereto

(23.2)      Consent of independent certified public accountants

Item 9.     Undertakings
-------     ------------

      (a)   The undersigned Company hereby undertakes:

             (i) to  file,  during  any  period  in  which  it  offers  or sells
securities, a Post-Effective Amendment to this Registration Statement to include
any additional or changed material information on the plan of distribution;

            (ii) that, for  determining  any liability under the Securities Act,
treat each such Post-Effective  Amendment as a new Registration Statement of the
securities  offered  at that time  shall be deemed to be the  initial  bona fide
offering thereof;

          (iii) to file a Post-Effective  Amendment to remove  from registration
any of the securities that remain unsold at the end of the offering; and

            (iv) to include any material information with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.

                                       v



<PAGE>




      (b) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  Annual Report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.










































                                      vi




<PAGE>



                                   SIGNATURES


      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Hialeah and the State of Florida,  on  the 12th
day of December, 1996

                                    VIRAGEN, INC.


                                    By: /s/Gerald Smith
                                        ------------------------------------ 
                                          Gerald Smith
                                          Chairman of the Board
                                          Principal Executive Officer
                                          and President


      Pursuant to the requirements of the Securities Act of 1993, this Amendment
to its  Registration  Statement has been signed by the following  persons in the
capacities and on the dates indicated.

Signature                       Title                       Date

                                Chairman of the
/s/Gerald Smith                 Board of Directors,
------------------------        Principal Executive
Gerald Smith                    Officer and President       December 12,  1996



/s/Robert H. Zeiger             Chief Executive Office
------------------------        Chief Operating Office
Robert H. Zeiger                and Director                December 12,  1996


                                Executive Vice
                                President, Treasurer,
/s/Dennis W. Healey             Principal Financial
------------------------        Officer and Accounting
Dennis W. Healey                Officer and Director        December 12,  1996


/s/Charles F. Fistel
------------------------        Executive Vice-President
Charles F. Fistel               and Director                December 12,  1996




                                       vii




<PAGE>



/s/Sidney Dworkin
------------------------
Sidney Dworkin                  Director                    December 12,  1996



/s/Peter D. Fischbein
------------------------           
Peter D. Fischbein              Director                    December 12,  1996



/s/Jay M. Haft
------------------------
Jay M. Haft                     Director                    December 12,  1996




------------------------                 
Fred D. Hirt                    Director                    December __,  1996



/s/William B. Saeger
------------------------
William B. Saeger               Director                    December 12,  1996























                                      viii
[{"type": "S-8", "sequence": "1", "description": "VIRAGEN, INC.  FORM S-8", "secsgml_size_bytes": 63708}]
{"company-data": {"conformed-name": "VIRAGEN INC", "cik": "0000353482", "assigned-sic": "2836", "irs-number": "592101668", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18197", "film-number": "96682909"}, "business-address": {"street1": "2343 W 76TH ST", "city": "HIALEAH", "state": "FL", "zip": "33016", "phone": "3055576000"}, "mail-address": {"street1": "2343 W 76TH ST", "city": "HIALEAH", "state": "FL", "zip": "33016"}}
As filed with the  Securities  and  Exchange  Commission  on  December 18, 1996.

                                                          File No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ______________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ______________

                                  VIRAGEN, INC.
               (Exact name of issuer as specified in its charter)

              Delaware                                       59-2101668
   (State or other jurisdiction of                        (I.R.S. Employer 
    incorporation or organization)                       Identification No.)

         2343 West 76th Street
           Hialeah, Florida                                    33016
 (Address of principal executive offices)                    (Zip Code)
                                 ______________

                              CONSULTING AGREEMENT
                       WITH GIRMON INVESTMENT CO., LIMITED
                                      AND
                     COMMON STOCK PURCHASE OPTION GRANTED TO
                                 KEY EMPLOYEE
                            (Full title of the plans)
                                 ______________

                       Gerald Smith, Chairman of the Board
                              2343 West 76th Street
                             Hialeah, Florida 33016
                          Telephone No.: (305) 557-6000
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200

                                 ______________
CALCULATION OF REGISTRATION FEE
================================================================================
                                        Proposed     Proposed
                                        maximum      maximum
                                        offering     aggregate     Amount of
Title of securities    Amount to be     price per    offering    registration
 to be registered      registered (1)   share        price          fee (1)
================================================================================

Common Stock            250,000
($.01 par value)         shares         $5.53 (1)    $1,382,500 (1)  $419.00

Common Stock            120,000
($.01 par value)         shares         $2.79 (2)    $  334,800 (2)  $101.00
                                                     ----------      -------
                                                     $1,717,300      $520.00
                                                     ==========      =======  
================================================================================

(1)   Pursuant to Rule 457(c),  the maximum  offering price was calculated based
      upon the average of the high and low prices of the Company's  Common Stock
      on the National  Association  of Securities  Dealers  Automated  Quotation
      System (SmallCap) on December 16, 1996.

(2)   Pursuant to Rule 457(h),  the maximum  offering price was calculated based
      on the exercise price of the Option described herein.

                                      2
VIRAGEN, INC.

         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

            Form S-8 Item Number
                and Caption                     Caption in Prospectus
            --------------------                ---------------------

 1.   Forepart of Registration State-           Facing Page of Registration
      ment and Outside Front Cover              Statement and Cover Page of
      Page of Prospectus                        Prospectus

 2.   Inside Front and Outside Back             Inside Cover Page of Pro-
      Cover Pages of Prospectus                 spectus and Outside Cover
                                                Page of Prospectus

 3.   Summary Information, Risk Fac-            Not Applicable
      tors and Ratio of Earnings to
      Fixed Charges

 4.   Use of Proceeds                           Not Applicable

 5.   Determination of Offering Price           Not Applicable

 6.   Dilution                                  Not Applicable

 7.   Selling Security Holders                  Not Applicable

 8.   Plan of Distribution                      Cover Page of Prospectus

 9.   Description of Securities to be           Description of Securities;
      Registered                                Consulting  Agreement with
                                                Girmon   Investmen    Co.,
                                                Limited;    Common   Stock
                                                Purchase  Option   Granted
                                                to Key Employee
  
10.   Interests of Named Experts and            Legal Matters
      Counsel

11.   Material Changes                          Not Applicable

12.   Incorporation of Certain Infor-           Incorporation of Certain
      mation by Reference                       Documents by Reference

13.   Disclosure of Commission Posi-            Indemnification of Direc-
      tion on Indemnification for               tors and Officers; Under-
      Securities Act Liabilities                takings

                                        3
PROSPECTUS
                                  VIRAGEN, INC.

                         370,000 Shares of Common Stock
                                ($.01 par value)

         Issued Pursuant to the Exercise of Warrants under the Company's
            Consulting Agreement with Girmon Investment Co., Limited
            and Common Stock Purchase Option Granted to Key Employee

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 370,000  shares of Common Stock,  $.01 par value (such shares being
referred to as the  "Shares"),  of Viragen,  Inc.  (the  "Company" or "Viragen")
which have been issued to Girmon Investment Co., Limited ("Girmon")  pursuant to
the  exercise  of  warrants  (the  "Warrants")  in  accordance  with  a  written
Consulting  Agreement  dated  October  13,  1995 (the  "Consulting  Agreement"),
providing for the issuance of Warrants to purchase up to 250,000 of such Shares.
All  of  the  Warrants  have  subsequently  been exercised.  In  addition,  this
Registration Statement also registers an aggregate of 120,000 shares  of  Common
Stock of the Company  underlying a Common Stock purchase option granted  to  Mr.
Stephen  Sanders,  an  employee  of the  Company,  pursuant to a written  Common
Stock purchase option issued August 15, 1996.  Such Common Stock purchase option
is  sometimes  hereinafter referred to as the "Option", and the shares of Common
Stock underlying the Option is sometimes hereinafter referred to as the  "Option
Shares."  The  Consultant  and  such  key  employee,  in  their  capacities   as
selling  stockholders,  may sometimes  hereafter be  collectively referred to as
the "Selling  Security  Holders."  The Company  has been advised by the  Selling
Security  Holders that they may sell all or a portion of  the Shares and  Option
Shares  from  time  to  time  in  the  over-the-counter  market,  in  negotiated
transactions, directly or through brokers or otherwise, and that such Shares  or
Option Shares will be sold at market prices prevailing at the time of such sales
or at  negotiated  prices,  and  the  Company  will  not  receive  any  proceeds
from such sales.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the  Shares or Option  Shares  issuable  under the terms of the
Consulting  Agreement  or Option  shall,  under any  circumstances,  create  any
implication  that there has been no change in the affairs of the  Company  since
the date hereof.
                                 ______________

      THESE SECURITIES HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE  SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.
                                 ______________

      THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

               The date of this Prospectus is December 18, 1996.

                                        4
AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended,  and in accordance  therewith  files  reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  filed by the  Company  may be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549, and at the Commission's Regional Offices
at Northwestern  Atrium Center,  500 West Madison Street,  Suite 1400,  Chicago,
Illinois  60661-2511 and 7 World Trade Center, New York, New York 10048.  Copies
of such  material  may be  obtained  from the  Public  Reference  Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549,
at prescribed  rates.  The Commission  also maintains a web site on the internet
that contains  reports,  proxy and information  statements and other information
regarding   registrants  that  file   electronically   with  the  Commission  at
http://www.sec.gov.

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933 with respect
to the resale of up to an  aggregate  of up to 250,000  shares of the  Company's
Common  Stock,  issued to a  Consultant  of the  Company  following  exercise of
certain Warrants  pursuant to a written  Consulting  Agreement with Viragen.  In
addition, the Registration Statement also covers the resale of 120,000 shares of
Common  Stock to be issued to an employee  of the  Company  under the terms of a
written  option.  This  Prospectus,  which  constitutes  part of a  Registration
Statement  filed by the Company with the Commission  under the Securities Act of
1933,  as amended  (the  "Act"),  omits  certain  information  contained  in the
Registration  Statement  in  accordance  with the rules and  regulations  of the
Commission.  Reference is hereby made to the  Registration  Statement and to the
exhibits  relating  thereto for further  information with respect to the Company
and the  securities  offered  hereby.  Statements  in this  Prospectus as to any
document are not necessarily complete, and where any such document is an exhibit
to the Registration  Statement or is incorporated by reference herein, each such
statement  is qualified  in all  respects by the  provisions  of such exhibit or
other  document,  to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement,  with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon  payment  of the  fees  prescribed  by the  rules  and  regulations  of the
Commission, or examined there without charge.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents filed with the Commission are incorporated herein
by reference:

(a)    Annual Report of the Company on Form  10-K/A1, as  amended,  for the
            fiscal year ended June 30, 1996.

                                        5
(b)    The  Company's  Quarterly  Report  on  Form 10-Q/A for the quarterly
      period ended September 30, 1996.

      (c)   The  description  of  the  Company's  Common  Stock  contained  in a
            registration  statement  filed under the Securities  Exchange Act of
            1934,  as amended,  including  any amendment or report filed for the
            purpose of updating such description.

      (d)   All reports and documents filed by the  Company  pursuant to Section
            13,  14  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
            incorporated  by  reference  herein and to be a part hereof from the
            respective  date  of  filing  of  such   documents.   Any  statement
            incorporated  by reference  herein shall be deemed to be modified or
            superseded  for  purposes  of this  Prospectus  to the extent that a
            statement  contained  herein  or in  any  other  subsequently  filed
            document, which also is or is deemed to be incorporated by reference
            herein,  modifies  or  supersedes  such  statement.   Any  statement
            modified or superseded shall not be deemed, except as so modified or
            superseded, to constitute part of this Prospectus.

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant  to  Section  13(a),  13(c),  14 and 15(d) of the 1934 Act prior to the
filing of a Post-Effective  Amendment to this Registration Statement on Form S-8
of which this Prospectus is a part which  indicates that all securities  offered
have been sold or which deregisters  all securities then remaining unsold, shall
be deemed to be  incorporated  by reference in this  Registration  Statement and
made a part hereof from their  respective  dates of filing such documents  (such
documents,  and the documents enumerated above, being hereinafter referred to as
"Incorporated  Documents");  provided,  however,  that the documents  enumerated
above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act in each year during  which the  offering  made by this
Prospectus is in effect prior to the filing with the Commission of the Company's
Annual  Report  on Form  10-K,  as  amended,  covering  such  year  shall not be
Incorporated  Documents or be incorporated by reference in this Prospectus or be
a part hereof from and after the filing of such Annual Report on Form 10-K.

      Any statement contained in an Incorporated  Document shall be deemed to be
modified or  superseded  for  purposes of this  Prospectus  to the extent that a
statement  contained  herein or in any  other  subsequently  filed  Incorporated
Document  modifies or supersedes such statement.  Any such statement so modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute a part of this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including any  beneficial  owner,  to  whom a  copy of the  Prospectus  has been

                                        6
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests  for such copies  should be directed to Corporate  Secretary,  Viragen,
Inc.  at the  Company's  principal  executive  office,  2343 West  76th  Street,
Hialeah, Florida 33016, Telephone (305) 557-6000.

                                  THE COMPANY

      Viragen,  Inc.  was  organized  in  December  1980 to engage in  research,
development  and  manufacture of certain  immunological  products for commercial
application,   particularly  human  leukocyte  interferon,   for  antiviral  and
therapeutic  applications and as anticancer  agents.  Viragen's  primary product
(the  "Product")  is  a  natural  human  leukocyte  alpha  interferon  ("Natural
Interferon").  Natural Interferon is a protein substance that inhibits malignant
cell growth without materially interfering with normal cells. Natural Interferon
stimulates  and modulates the human immune system and, in addition,  impedes the
growth and  propagation  of various  viruses.  The Product is a natural  product
produced from human white blood cells.  Alpha  Leukoferon(TM)  and Omniferon(TM)
are the trade names for  Viragen's  Product in  injectable  form.  The Company's
Product has not been approved by the United States Food and Drug  Administration
("FDA")  or the  European  Union  ("EU"),  and there can be no  assurances  that
approval of the Product will be obtained at any time in the future.

      The  Company  intends to seek to obtain FDA and EU  approvals  for various
uses of its  Omniferon  product in the  future.  Such  approval  is  expected to
require several years of clinical trials and substantial  additional funding. To
date,  Viragen has not  distributed  the  Product  other than for  research  and
pursuant to its investigatory  license from the Florida Department of Health and
Rehabilitative  Services and until May 1993,  Viragen had not actively  operated
due to  insufficient  funds.  Viragen  expects  to  concentrate  its  efforts in
preparing,  filing and processing its applications  and obtaining  approvals for
its  Product  from the FDA and the EU. The  Company  has  assembled  an advisory
committee consisting of scientists, medical researchers and clinicians to assist
the Company in its applications to the FDA and the EU.

      The Company's  majority owned  subsidiary,  Viragen (Europe) Ltd.,  acting
through its wholly-owned  subsidiary  Viragen  (Scotland) Ltd. ("VSL"),  entered
into a License and  Manufacturing  Agreement with The Common  Services Agency of
Scotland (the "Agency") an agent acting on behalf of the Scottish National Blood
Transfusion  Service  ("SNBTS").  Pursuant to such  Licensing and  Manufacturing
Agreement,  SNBTS on behalf of VSL,  will  assist  in the  manufacture  of VSL's
OmniferonTM product for exclusive distribution within the EU and non-exclusively
worldwide in return for certain royalties and preferential access to the Product

                                        7
for Scottish Agency patients at preferential prices. The Agency has committed to
assist in the manufacture of Omniferon in sufficient scale to accommodate the EU
Clinical Trials and, subsequently, for limited commercial sales in amounts to be
agreed  upon by the  parties.  The  Agency  will also work with the  Company  in
conducting  studies  relevant to  Omniferon  and  cooperate  with the Company to
enable it to comply with the laws and  regulations of the EU in connection  with
production, clinical trials and distribution of Omniferon.

      In June  1996,  the  Company  entered  into a Letter  of  Intent  with the
American  Red  Cross  --  Biomedical  Services  Division.  It is  the  Company's
intention to form a strategic  alliance with the American Red Cross  focusing on
joint research  projects  relating to the development of blood-derived  products
and processes  including the Company's  Omniferon  product in the United States.
The Company is currently negotiating the terms of the agreement establishing the
scope of the relationship and respective obligations of the parties.

      Viragen's  administrative  office and research  facilities  are located at
2343 West 76th Street,  Hialeah,  Florida 33016  (Telephone No. (305)  557-6000;
Facsimile No. (305) 364-8158).

              CONSULTING AGREEMENT WITH GIRMON INVESTMENT CO., LTD.
                                      AND
              COMMON STOCK PURCHASE OPTION GRANTED TO KEY EMPLOYEE

Consulting Agreement

      On October 13, 1995, the Company entered into a Consulting  Agreement with
Girmon  Investment Co. Ltd., a company  incorporated  in the Republic of Ireland
and acting  solely by and through its  Chairman of the Board,  Mr. Moty  Hermon.
Pursuant  to the  Consulting  Agreement,  the  Company  agreed  to  issue to the
Consultant,  Warrants to purchase up to an aggregate of 250,000 shares of Common
Stock of the Company in consideration for consulting  services to be provided to
the Company over an anticipated  24-month period commencing on October 13, 1995.
The  Consultant  is  wholly-owned  by Mr.  Moty  Hermon,  who  is the  principal
executive  officer  of  the  Consultant.  During  the  term  of  the  Consulting
Agreement,  the  Consultant  will provide the  services of Moty Hermon,  and Mr.
Hermon will devote at least 50% of his  business  time and effort,  representing
not less than 80 hours per calendar month,  exclusively to perform  services for
the Company in accordance with the terms of the Consulting Agreement.

      In particular,  the Consultant  will provide advice to,  undertake for and
consult  with the  Company  concerning  international,  financial  and  business
development  matters  with a  particular  emphasis on  international  marketing,
strategic planning, investor relations,  corporate structure and methodology for
purposes of obtaining international agreements,  relationships and participation
by non-U.S.  based corporations,  organizations and regulatory  authorities.  In

                                        8
connection with the foregoing, the Consultant will advise the Company concerning
international  management and  operational  planning,  expansion of services and
development of a stockholder base on an international level as well as reviewing
and advising the Company regarding its overall progress, needs and condition. As
consideration for its services,  the Consultant  received the Warrants described
hereafter which have been  subsequently  exercised as well as reimbursement  for
its out-of-pocket expenses incurred in the performance of its services under the
Consulting  Agreement  up to an  aggregate of  $20,000.00  during each  12-month
period during the term of the Consulting Agreement.

      In connection  with the  Consulting  Agreement,  the Company issued to the
Consultant  Warrants to purchase  250,000 shares of Common Stock of the Company.
The specific terms of the Warrants were as follows:

      (a)   WARRANT PRICE.  Warrants to purchase 250,000 shares of  Common Stock
            exercisable at a price per share of  $1.00.

      (b)   VESTING.  The Warrants  vested (i) as to 83,334 Shares on October 1,
            1995,  (ii) as to 83,333  Shares  on April 13,  1996 and (iii) as to
            83,333 Shares on October 13, 1996.

      (c)   TERMS OF WARRANTS.  The Warrants would have  expired on  October 13,
            2000.

      (d)   PAYMENT  FOR  SHARES.  The  purchase  price for the  exercise of the
            Warrants  was  payable in cash,  certified  check or  official  bank
            check, and the price for the shares of Common Stock was paid in full
            upon exercise of the Warrants.

      (e)   TRANSFERABILITY.  The Warrants were not  transferable  by the holder
            thereof except to the Consultant's sole shareholder, pursuant to the
            laws of  descent  and  distribution  or  with  the  approval  of the
            Company.

      (f)   REDEMPTION.  There were no redemption rights afforded to the Company
            in connection with the Warrants.

      (g)   ADJUSTMENTS.  The  number of  shares of Common Stock of the  Company
            purchasable  upon exercise of the Warrants and the exercise price of
            the  Warrants  were subject to  adjustment  upon the  occurrence  of
            specified events primarily involving stock dividends,  stock splits,
            reorganizations,   reclassifications,  consolidations  and  mergers.
            There was no  adjustment  for the payment of cash  dividends  by the
            Company on its Common Stock. The Company was not

                                        9
required to issue fractional shares.  Warrants for fractional shares
            amounting to less than one share were disregarded.

      (h)   MISCELLANEOUS.  It is  intended  that the  resale  of the  shares of
            Common  Stock  issued on  exercise  of the  Warrants  would be fully
            registered under the Securities Act of 1933.

      Between  August 6, 1996,  and November  21, 1996 all of the Warrants  were
exercised by the Consultant.

Common Stock Purchase Option

      On  August  15 1996, the Company issued a Common Stock purchase  option to
Mr. Stephen  Sanders,  a full time employee of the Company who serves as Special
Assistant to the President of the Company,  to purchase 120,000 shares of Common
Stock at an exercise price of $2.79 per share.  The Options were fully vested as
of the date of grant and expire on August  15, 2001.  The purchase price for the
exercise of the Options is payable in cash, certified check, official bank check
or promissory   note of Mr. Sanders.  The Options are not  transferrable  except
pursuant to the laws of descent  and  distribution  or with the  approval of the
Company. The Options have not been exercised as of the date hereof.

Federal Income Tax Effects

      A Warrant  holder  does not  recognize  taxable  income on the date of the
grant of the Warrant,  which is a non-statutory  option, but recognizes ordinary
income generally at the date of exercise in the amount of the difference between
the Warrant  exercise price and the fair market value of the Common Stock on the
date of  exercise.  However,  if the holder is subject  to the  restrictions  on
resale of common stock under Section 16 of the Securities  Exchange Act of 1934,
such person  generally  recognizes  ordinary  income at the end of the six-month
period  following the date of exercise in the amount of the  difference  between
the Warrant  exercise price and the fair market value of the Common Stock at the
end of the six-month period. Nevertheless,  such holder may elect within 30 days
after  the date of  exercise  to  recognize  ordinary  income  as of the date of
exercise.  The amount of ordinary  income  recognized  by the Warrant  holder is
deductible by the Company in the year that income is recognized.

Restrictions Under Securities Laws

      The sale of any shares of Common Stock  acquired  upon the exercise of the
Warrant  must be made in  compliance  with  federal and state  securities  laws.
Officers,  directors and 10% or greater  stockholders of the Company, as well as
certain  other  persons or parties who may be deemed to be  "affiliates"  of the
Company  under the  Federal  Securities  Laws,  should be aware that  resales by
affiliates  can only be made  pursuant to an effective  Registration  Statement,
Rule 144 or any other  applicable  exemption.  Officers,  directors  and 10% and
greater  stockholders  are also  subject to the  "short  swing"  profit  rule of
Section  16(b) of the  Securities  Exchange  Act of 1934.  Section  16(b) of the
Exchange Act generally provides that if an officer,  director or 10% and greater
stockholder  sold any  Common  Stock of the  Company  acquired  pursuant  to the
exercise of a stock option or warrant,  he would generally be required to pay to
the Company any  "profits"  resulting  from the sale of the stock and receipt of
the stock option.  Section 16(b) exempts all option exercises from being treated
as  purchases  and,  instead,  treats  an  option  grant  as a  purchase  of the

                                       10
underlying  security,  which  grant/purchase may be matched with any sale of the
underlying security within six months of the date of grant.

                            DESCRIPTION OF SECURITIES

      The Company is currently  authorized to issue up to  50,000,000  shares of
Common  Stock,  par  value  $.01 per  share,  of which  38,254,239  shares  were
outstanding as of November 11, 1996. The Company is also  authorized to issue up
to 1,000,000  shares of  Preferred  Stock,  par value $1.00 per share,  of which
2,650 shares of Series A Preferred Stock and 15,000 shares of Series B Preferred
Stock were outstanding as of November 11, 1996.

Common Stock

      Subject to the dividend rights of the holders of Preferred Stock,  holders
of shares of  Common  Stock are  entitled  to share,  on a ratable  basis,  such
dividends  as may be declared by the Board of  Directors  out of funds,  legally
available therefor. Upon liquidation,  dissolution or winding up of the Company,
after  payment  to  creditors  and  holders  of  Preferred  Stock  that  may  be
outstanding,  the assets of the Company  will be divided pro rata on a per share
basis among the holders of the Common Stock.

      Each  share of Common  Stock  entitles  the  holders  thereof to one vote.
Holders of Common Stock do not have  cumulative  voting  rights which means that
the holders of more than 50% of the shares  voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event,  the
holders of the  remaining  shares will not be able to elect any  Directors.  The
By-Laws  of  the  Company  require  that  only a  majority  of  the  issued  and
outstanding  shares  of  Common  Stock of the  Company  need be  represented  to
constitute a quorum and to transact  business at a  stockholders'  meeting.  The
Common Stock has no  preemptive,  subscription  or conversion  rights and is not
redeemable by the Company.

Preferred Stock

      The  Company  is  authorized  to  issue a total  of  1,000,000  shares  of
Preferred Stock, par value $1.00 per share. The Preferred Stock may be issued by
resolutions  of the Company's  Board of Directors  from time to time without any
action of the  stockholders.  Such  resolutions may authorize  issuances of such
Preferred  Stock in one or more series and may fix and  determine  dividend  and
liquidation preferences, voting rights, conversion privileges,  redemption terms
and other privileges and rights of the shares of each authorized  series.  While
the Company  includes such  Preferred  Stock in its  capitalization  in order to
enhance its financial  flexibility,  such Preferred Stock could possibly be used
by the Company as a means to preserve control by present management in the event
of a potential  hostile  takeover of the  Company.  In addition, the issuance of

                                       11
large  blocks of  Preferred  Stock could  possibly  have a dilutive  effect with
respect to the existing holders of Common Stock of the Company.

      The Company is authorized  to issue  375,000  shares of Series A Preferred
Stock.  The  Company  currently  has 2,650  shares of Series A  Preferred  Stock
outstanding.  The  Series A  Preferred  Stock  was  established  by the Board of
Directors in January 1984. Each share of Series A Preferred Stock is immediately
convertible  into  4.26  shares  of  Common  Stock.  Dividends  on the  Series A
Preferred  Stock are  cumulative,  have  priority  to the  Common  Stock and are
payable in either cash or Common Stock, at the option of the Company.

      The Series A Preferred  Stock has voting  rights only if dividends  are in
arrears for five annual  dividends.  Upon such  occurrence,  the voting would be
limited to the election of two directors.  Voting rights  terminate upon payment
of the cumulative  dividends.  The Series A Preferred Stock is redeemable at the
option of the Company at any time after  expiration of ten consecutive  business
days during  which the bid or last sale price for the Common  Stock is $6.00 per
share or higher.  There is no mandatory  redemption  or sinking fund  obligation
with respect to the Series A Preferred Stock.

      Owners of the Series A Preferred  Stock,  of which there are eight  record
holders,  will be entitled to receive  $10.00 per share (plus accrued and unpaid
dividends)  before any  distribution or payment is made to holders of the Common
Stock or other stock of the Company junior to the Series A Preferred  Stock upon
liquidation,  dissolution or winding up of the Company.  Cumulative dividends of
$18,600  were  declared  and paid to the holders of Series A Preferred  Stock on
October 11, 1996.  If in any such event the assets of the Company  distributable
among the  holders  of  Series A  Preferred  Stock or any  stock of the  Company
ranking on a par with the Series A Preferred Stock upon liquidation, dissolution
or winding up are insufficient to permit such payment, the holders of the Series
A  Preferred  Stock  and of  such  other  stock  will  be  entitled  to  ratable
distribution of the available  assets in accordance with the respective  amounts
that would be payable on such shares if all amounts payable thereon were paid in
full.

Over-The-Counter Market

      The Company's  Common Stock is traded on the NASDAQ  (SmallCap)  under the
symbol  "VRGN." If for any reason the Common Stock does not remain  accepted for
inclusion on the NASDAQ  System,  then in such case the  Company's  Common Stock
would be  expected  to  continue  to be traded in the  over-the-counter  markets
through the "pink  sheets" or the NASD's OTC  Bulletin  Board.  In the event the
Common Stock were not included in the NASDAQ System,  the Company's Common Stock

                                       12
would be covered by a  Securities  and  Exchange  Commission  rule that  imposes
additional  sales  practice   requirements  on  broker-dealers   who  sell  such
securities to persons other than established  customers and accredited investors
(generally  institutions with assets in excess of $5,000,000 or individuals with
net  worth in excess  of  $1,000,000  or annual  income  exceeding  $200,000  or
$300,000 jointly with their spouse).  For transactions  covered by the rule, the
broker-dealer  must make a special  suitability  determination for the purchaser
and receive the purchaser's  written  agreement to the transaction  prior to the
sale.  Consequently,  the rule may affect the ability of  broker-dealers to sell
the Company's  securities  and also may affect the ability of purchasers in this
offering  to sell  their  shares in the  secondary  market.  The  ability of the
Company to secure a symbol on the NASDAQ System does not imply that a meaningful
trading market in its Common Stock will ever develop.

Transfer Agent

      The  Transfer  Agent  for the  shares  of  Common  Stock is  Chase  Mellon
Shareholder Services,  Overpeck Centre, 85 Challenger Road, Ridgefield Park, New
Jersey 07660-2108.

                                  LEGAL MATTERS

      Certain  legal  matters in  connection  with  the Shares and Option Shares
being  offered  hereby will be passed  upon for the Company by Atlas,  Pearlman,
Trop & Borkson, P.A., 200 East Las Olas Boulevard,  Suite 1900, Fort Lauderdale,
Florida 33301.  Members of that firm or members of their family own an aggregate
of 37,000 shares of Common Stock of the Company.

                                 INDEMNIFICATION

      Section  145 of the  General  Corporation  Law of  Delaware,  under  which
jurisdiction  the Company is  incorporated,  empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another corporation or enterprise.  A corporation may indemnify against
expenses (including  attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person  indemnified  acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  In the case of an

                                       13
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery  or the court in which such action was brought  shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.  Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been  successful in the defense of any action,  suit or  proceeding  referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

      Article VII of the By-Laws of the Company require the Company to indemnify
its Directors and officers as follows:

      "The  corporation  shall  indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(including any action or suit by or in the right of the  corporation)  by reason
of the fact  that he is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such suit,  action or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe his conduct was  unlawful,
provided,  however,  that in the case of an action or suit by or in the right of
the corporation,  (a) such person shall be indemnified only to the extent of his
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the defense or  settlement  thereof and not for any  judgments,
fines or amounts paid in settlement and (b) no indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable for  negligence or misconduct  in the  performance  of his
duty to the  corporation  unless,  and only to the  extent  that,  the  Court of
Chancery  of the State of Delaware or the court in which such action or suit was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

      Any  indemnification  hereunder  (unless  required  by law or ordered by a
court) shall be made by the corporation only as authorized in the  specific case

                                       14
upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances  because he has met the applicable standard
of conduct set forth in this Article.  Such  determination  shall be made (1) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors so
directs,  by  independent  legal  counsel  in a written  opinion,  or (3) by the
stockholders of the corporation.

      The  indemnification  provided herein shall not be deemed exclusive of any
other  rights to which  those  indemnified  may be entitled  under any  statute,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office,  and shall  continue as to a person who has ceased to
be a director,  officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

      The  corporation  may  purchase  and  maintain  insurance on behalf of any
person who is or was a director,  officer, employee or agent of the corporation,
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise  against any liability asserted against him and incurred by him
in any such capacity,  or arising out of his status as such,  whether or not the
corporation  would have the power to indemnify him against such liability  under
the  provisions  of the General  Corporation  Law of the State of Delaware or of
these By-Laws.

      The  corporation's  indemnity  of any  person  who  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other enterprise,  shall be
reduced by any amounts such person may collect as indemnification  (i) under any
policy of insurance purchased and maintained on his behalf by the corporation or
(ii) from such other  corporation,  partnership,  joint venture,  trust or other
enterprise.

      Nothing  contained in this  Article  VII, or  elsewhere in these  By-Laws,
shall  operate to indemnify any director or officer of such  indemnification  is
for any reason  contrary to law,  either as a matter of public policy,  or under
the provisions of the Federal  Securities  Act of 1933, the Securities  Exchange
Act of 1934, or any other applicable state or federal law.

      For the purposes of this Article,  references to "the corporation" include
all constituent  corporations  absorbed in a consolidation  or merger as well as

                                       15
the  resulting  or  surviving  corporations  so that any  person who is or was a
director,  officer, employee or agent of such a constituent corporation or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise shall stand in the same position under the provisions
of this  Article with respect to the  resulting or surviving  corporation  as he
would if he had  served  the  resulting  or  surviving  corporation  in the same
capacity."

      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a Director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such Director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       16
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference
-------     ---------------------------------------

      The  documents  listed  in below  are  incorporated  by  reference  in the
Registration  Statement.  All  documents  subsequently  filed by the  Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange  Act"),  prior to the filing of a Post-Effective
Amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the  Registration  Statement and to be part thereof
from the date of filing of such documents.

      The following  documents filed with the Commission are incorporated herein
by reference:

(a)    Annual Report of the Company on Form 10-K/A1,  as  amended,  for the
            fiscal year ended June 30, 1996.

(b)    The  Company's  Quarterly  Report  on  Form 10-Q/A for the quarterly
      period ended September 30, 1996.

      (c)   The  description  of  the  Company's  Common  Stock  contained  in a
            registration  statement  filed under the Securities  Exchange Act of
            1934,  as amended,  including  any amendment or report filed for the
            purpose of updating such description.

      (d)   All reports and documents filed by the  Company  pursuant to Section
            13,  14  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
            incorporated  by  reference  herein and to be a part hereof from the
            respective  date  of  filing  of  such   documents.   Any  statement
            incorporated  by reference  herein shall be deemed to be modified or
            superseded  for  purposes  of this  Prospectus  to the extent that a
            statement  contained  herein  or in  any  other  subsequently  filed
            document, which also is or is deemed to be incorporated by reference
            herein,  modifies  or  supersedes  such  statement.   Any  statement
            modified or superseded shall not be deemed, except as so modified or
            superseded, to constitute part of this Prospectus.

Item 4.     Description of Securities
-------     -------------------------

      The class of securities to be offered  hereby is registered  under Section
12(g) of the Securities  Exchange Act of 1934, as amended.  A description of the
Company's securities is set forth in the Company's  Registration Statement filed
under the Securities Act of 1934 and the Company's Annual Report incorporated as
a part of this Registration Statement.

                                        i
Item 5.     Interests of Named Experts and Counsel
-------     --------------------------------------

      Not Applicable.

Item 6.     Indemnification of Directors and Officers
-------     -----------------------------------------

      Section  145 of the  General  Corporation  Law of  Delaware,  under  which
jurisdiction  the Company is  incorporated,  empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another corporation or enterprise.  A corporation may indemnify against
expenses (including  attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person  indemnified  acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery  or the court in which such action was brought  shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.  Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been  successful in the defense of any action,  suit or  proceeding  referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

      Article VII of the By-Laws of the Company require the Company to indemnify
its Directors and officers as follows:

      "The  corporation  shall  indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(including any action or suit by or in the right of the  corporation)  by reason
of the  fact  that he is or was a  director,  officer,  employee or agent of the

                                       ii
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such suit,  action or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe his conduct was  unlawful,
provided,  however,  that in the case of an action or suit by or in the right of
the corporation,  (a) such person shall be indemnified only to the extent of his
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the defense or  settlement  thereof and not for any  judgments,
fines or amounts paid in settlement and (b) no indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable for  negligence or misconduct  in the  performance  of his
duty to the  corporation  unless,  and only to the  extent  that,  the  Court of
Chancery  of the State of Delaware or the court in which such action or suit was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

      Any  indemnification  hereunder  (unless  required  by law or ordered by a
court) shall be made by the corporation  only as authorized in the specific case
upon a determination that indemnification of the director,  officer, employee or
agent is proper in the circumstances  because he has met the applicable standard
of conduct set forth in this Article.  Such  determination  shall be made (1) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors so
directs,  by  independent  legal  counsel  in a written  opinion,  or (3) by the
stockholders of the corporation.

      The  indemnification  provided herein shall not be deemed exclusive of any
other  rights to which  those  indemnified  may be entitled  under any  statute,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office,  and shall  continue as to a person who has ceased to
be a director,  officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

      The  corporation  may  purchase  and  maintain  insurance on behalf of any
person who is or was a director,  officer, employee or agent of the corporation,

                                       iii
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise  against any liability asserted against him and incurred by him
in any such capacity,  or arising out of his status as such,  whether or not the
corporation  would have the power to indemnify him against such liability  under
the  provisions  of the General  Corporation  Law of the State of Delaware or of
these By-Laws.

      The  corporation's  indemnity  of any  person  who  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other enterprise,  shall be
reduced by any amounts such person may collect as indemnification  (i) under any
policy of insurance purchased and maintained on his behalf by the corporation or
(ii) from such other  corporation,  partnership,  joint venture,  trust or other
enterprise.

      Nothing  contained in this  Article  VII, or  elsewhere in these  By-Laws,
shall  operate to indemnify any director or officer of such  indemnification  is
for any reason  contrary to law,  either as a matter of public policy,  or under
the provisions of the Federal  Securities  Act of 1933, the Securities  Exchange
Act of 1934, or any other applicable state or federal law.

      For the purposes of this Article,  references to "the corporation" include
all constituent  corporations  absorbed in a consolidation  or merger as well as
the  resulting  or  surviving  corporations  so that any  person who is or was a
director,  officer, employee or agent of such a constituent corporation or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise shall stand in the same position under the provisions
of this  Article with respect to the  resulting or surviving  corporation  as he
would if he had  served  the  resulting  or  surviving  corporation  in the same
capacity."

      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a Director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such Director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling

                                       iv
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

Item 7.     Exemption from Registration Claimed
-------     -----------------------------------

      Inasmuch as the  Consultant  who  received the Warrant of the Company  and
the employee who received the Option were  knowledgeable,  sophisticated and had
access to comprehensive  information relevant to the Company,  such transactions
were  undertaken  in reliance on the  exemption  from  registration  provided by
Section 4(2) of the Act. As a condition precedent to such grants, the Consultant
and Mr.  Sanders were required to express an investment  intent as to the Shares
and Option  Shares a to be  received  from the  Company  except upon sale of the
underlying shares of Common Stock pursuant to a registration statement.

Item 8.     Exhibits
-------     --------

Exhibit                 Description
-------                 -----------

(4) (a)     Consulting Agreement with Girmon Investment Co., Limited

(4) (b)     Common Stock purchase option granted to Stephen Sanders

(5)         Opinion of  Atlas,  Pearlman,  Trop & Borkson, P.A. relating  to the
            issuance of shares  pursuant to the  above  Consulting Agreement and
            Common Stock purchase option

(23.1)      Consent of  Atlas,  Pearlman,  Trop & Borkson, P.A.  included in the
            opinion filed as exhibit (5) hereto

(23.2)      Consent of independent certified public accountants

Item 9.     Undertakings
-------     ------------

      (a)   The undersigned Company hereby undertakes:

             (i) to  file,  during  any  period  in  which  it  offers  or sells
securities, a Post-Effective Amendment to this Registration Statement to include
any additional or changed material information on the plan of distribution;

            (ii) that, for  determining  any liability under the Securities Act,
treat each such Post-Effective  Amendment as a new Registration Statement of the
securities  offered  at that time  shall be deemed to be the  initial  bona fide
offering thereof;

          (iii) to file a Post-Effective  Amendment to remove  from registration
any of the securities that remain unsold at the end of the offering; and

            (iv) to include any material information with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.

                                       v
(b) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  Annual Report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                      vi
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Hialeah and the State of Florida,  on  the 12th
day of December, 1996

                                    VIRAGEN, INC.

                                    By: /s/Gerald Smith
                                        ------------------------------------ 
                                          Gerald Smith
                                          Chairman of the Board
                                          Principal Executive Officer
                                          and President

      Pursuant to the requirements of the Securities Act of 1993, this Amendment
to its  Registration  Statement has been signed by the following  persons in the
capacities and on the dates indicated.

Signature                       Title                       Date

                                Chairman of the
/s/Gerald Smith                 Board of Directors,
------------------------        Principal Executive
Gerald Smith                    Officer and President       December 12,  1996

/s/Robert H. Zeiger             Chief Executive Office
------------------------        Chief Operating Office
Robert H. Zeiger                and Director                December 12,  1996

                                Executive Vice
                                President, Treasurer,
/s/Dennis W. Healey             Principal Financial
------------------------        Officer and Accounting
Dennis W. Healey                Officer and Director        December 12,  1996

/s/Charles F. Fistel
------------------------        Executive Vice-President
Charles F. Fistel               and Director                December 12,  1996

                                       vii
/s/Sidney Dworkin
------------------------
Sidney Dworkin                  Director                    December 12,  1996

/s/Peter D. Fischbein
------------------------           
Peter D. Fischbein              Director                    December 12,  1996

/s/Jay M. Haft
------------------------
Jay M. Haft                     Director                    December 12,  1996

------------------------                 
Fred D. Hirt                    Director                    December __,  1996

/s/William B. Saeger
------------------------
William B. Saeger               Director                    December 12,  1996

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