EXHIBIT 10.23


                      FORM OF REGISTRATION RIGHTS AGREEMENT
                      -------------------------------------


      THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT"),  dated as of January
19, 1999,  by and between  GENETIC  VECTORS,  INC., a Florida  corporation  (the
"COMPANY"),   and  Capital  Research  Ltd.,  a  Delaware  corporation  ("CAPITAL
RESEARCH").

      The parties hereto, for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
hereby agree as follows:

      1.  DEFINITIONS. The following terms have the following meanings:

          (a) "ACT" means the U.S.  Securities Act of 1933, as amended,  and the
rules and regulations promulgated thereunder.

          (b) "COMMISSION" means the Securities and Exchange Commission.

          (c) "COMMON STOCK" means the Common Stock, par value $0.001 per share,
of the Company.

          (d)  "REGISTRABLE  SECURITIES"  means any  Warrant  Shares (as defined
herein) held by Capital Research.

          (e) "REGISTRATION," "REGISTER" and like words mean compliance with all
of the laws, rules and regulations (federal, state and local), and provisions of
agreements  and  corporate  documents  pertaining  to  the  public  offering  of
securities,  including  registration of any public offering of securities on any
form under the Act.

          (f) "WARRANT  SHARES"  means any shares of Common Stock of the Company
received by Capital Research in connection with the exercise of the Common Stock
Purchase  Warrant No. W-3 (the  "WARRANT")  of even date  herewith  given by the
Company  to  Capital  Research  or any new  warrant  given to  Capital  Research
pursuant to the terms of such warrant.

      2.  DEMAND REGISTRATION.

          (a) At any time following the exercise of the Warrant and prior to the
Registration of all of the Warrant Shares,  and subject to the other  provisions
of this Agreement,  Capital Research shall have the right, exercisable by making
a written request (the  "REGISTRATION  REQUEST") to the Company,  to demand that
the Company effect the Registration of any Registrable  Securities in accordance
with the provisions of the Act. Upon receipt of the  Registration  Request,  the
Company  shall be  obligated  to  register  each of the  Registrable  Securities
beneficially  owned by Capital  Research in the manner set forth in Section 2(b)
hereof.  Any  provision  herein to the  contrary  notwithstanding,  the right to
demand  Registration  pursuant  to this  Section 2 shall be  limited  to one (1)
Registration demand. A right to demand Registration hereunder shall be deemed to
have been  exercised and all of the Company's  demand  Registration  obligations
hereunder shall be deemed to be fully satisfied when the registration  statement
filed on account of such exercise has been declared effective by the Commission.

          (b) Following receipt of the Registration  Request pursuant to Section
2(a) hereof,  the Company  shall (i) file within  ninety (90) days  thereafter a
registration  statement on the appropriate  form under the Act for the shares of


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Common  Stock that the  Company  has been  requested  to  Register;  (ii) if the
applicable  Offering  is pursuant to an  underwriting  agreement,  enter into an
underwriting  agreement in such form as said managing or sole underwriter  shall
require (which must only contain terms and conditions customary for offerings of
equity securities of entities with market capitalizations that are approximately
equal to the  Company's  then  current  market  capitalization  and may  contain
customary provisions requiring the Company and Capital Research to indemnify and
provide  contribution to the underwriter or underwriters of such Offering);  and
(iii)  use its  reasonable  best  efforts  to have such  registration  statement
declared  effective as promptly as  practicable  and to remain  effective for at
least One Hundred and Twenty  (120) days.  Notwithstanding  any other  provision
hereof,  Capital Research acknowledges and agrees that there can be no guarantee
or warranty  from or by the Company that any such  registration  statement  will
ever be declared effective by the Commission, and that the Company makes no such
guarantee or warranty in this Agreement or otherwise.

      3.  PIGGYBACK  REGISTRATION.  At any time  following  the  exercise of the
Warrant and prior to the Registration of all of the Warrant Shares,  and subject
to the other  provisions of this  Agreement,  the Company  shall advise  Capital
Research by written  notice at least thirty (30) days prior to the filing of any
registration  statement  under the Act by the Company (other than a registration
statement on Form S-4, Form S-8 or subsequent  similar forms), and will upon the
provision of written notice from Capital  Research as described below include in
any such registration  statement such information as may be required to permit a
public  offering  of the  Registrable  Securities  desired to be  registered  by
Capital Research;  PROVIDED,  HOWEVER,  that if the sole underwriter or managing
underwriters advise the Company that the inclusion in the offering of securities
proposed to be sold by Capital  Research would  adversely  affect the ability of
the  Company to complete  the public  offering,  then the Company  shall have no
obligation to register any shares held by Capital  Research in  connection  with
this registration statement. If Capital Research desires to have its Registrable
Securities  included  in such  registration  statement,  it must so  advise  the
Company in  writing  within  fifteen  (15) days after the date of receipt of the
Company's  notice  of  registration,  setting  forth the  amount of  Registrable
Securities  for  which  registration  is  requested.  Notwithstanding  any other
provision hereof,  Capital Research  acknowledges and agree that there can be no
guaranty or warranty  from or by the Company  that such  registration  statement
will ever be declared effective by the Commission, and that the Company makes no
such guarantee or warranty in this Agreement or otherwise.

      4.  INFORMATION  TO  BE FURNISHED BY  CAPITAL RESEARCH.  Capital  Research
shall furnish to the Company in writing all  information  within its  possession
or knowledge required by the  applicable rules and regulations of the Commission
and by any  applicable  state  securities  or blue sky laws  concerning  Capital
Research,  the  proposed  method of sale or other  disposition  of the shares of
Common Stock being sold by Capital  Research in such Offering,  and the identity
of and compensation to be paid to any proposed underwriter or underwriters to be
employed in connection with such Offering.

      5.  COSTS AND  EXPENSES.  The Company shall pay all costs and  expenses in
connection with the Registration under this Agreement;  PROVIDED,  HOWEVER, that
Capital  Research  shall  bear the  fees and  expenses  of its own  counsel  and
accountants and any selling expenses  relating to Registrable  Shares registered
on behalf of  Capital  Research  in  connection  with such  Offering,  including
without limitation, any transfer taxes, underwriting discounts or commissions.

      6.  NOTICES.  All notices and other communications  provided for hereunder
must be in  writing  and shall be deemed to have been given on the same day when
personally delivered or sent by confirmed facsimile  transmission or on the next


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business  day when  delivered  by  receipted  courier  service  or on the  third
business day when mailed with sufficient postage, certified mail, return receipt
requested, to the following addresses:

      If to the Company:        Genetic Vectors, Inc.
                                5201 N. W. 77th Avenue
                                Suite 100
                                Miami, Florida  33166
                                Attn: Mead M. McCabe, Jr.

      With a copy to:           Clayton E. Parker, Esq.
                                Kirkpatrick & Lockhart LLP
                                201 South Biscayne Boulevard
                                Miami Center - Suite 2000
                                Miami, Florida 33131

      If to the Capital         Capital Research Ltd.
      Research:                 27241 Pasco Peregrino
                                San Juan Capistrano, California 92675-5041
                                c/o Bruce Cowen, Partner


or to such other address as  any party shall have furnished to the other parties
pursuant to this Section 6.

      7.  ENTIRE AGREEMENT;  MODIFICATION OF AGREEMENT; CONSENTS. This Agreement
constitutes the entire agreement  between the parties hereto with respect to the
subject  matter  hereof.  Changes in or additions to this  Agreement may be made
and/or compliance with any covenant or condition herein set forth may be omitted
only upon written consent of all the parties hereto.

      8.  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective permitted  successors,
transferees and assigns.

      9.  GOVERNING  LAW.  This  Agreement  shall be  construed  and enforced in
accordance  with the laws of the State of Florida  without  regard to any of its
principles  of  conflicts  of law.  All parties  hereto (a) agree that any suit,
action or  proceeding  arising  out of or  relating  to the  Agreement  shall be
instituted only in a Federal or state court in Miami-Dade County,  Florida,  (b)
waive any objection  which they may now or hereafter  have to the laying of such
venue of any such suit, action or proceeding,  and (c) irrevocably submit to the
jurisdiction of such Federal or state court in Miami-Dade County, Florida in any
such suit, action or proceeding.

      10. COUNTERPARTS.  This Agreement may be executed in counterparts, each of
which shall be deemed an original and both of which  together  shall  constitute
one and the same agreement.


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<PAGE>


      IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  Registration
Rights Agreement to be duly executed as of the date first set forth above.


                                    GENETIC VECTORS, INC.

                                    By:______________________________________
                                    Name:____________________________________
                                    Its:_____________________________________


                                    CAPITAL RESEARCH LTD.


                                    By:______________________________________
                                    Name:____________________________________
                                    Its:_____________________________________





















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