EXHIBIT 10.32

THIS  WARRANT  AND THE  UNDERLYING  SHARES OF  COMMON  STOCK  ISSUABLE  UPON ITS
EXERCISE HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"),  OR ANY STATE  SECURITIES LAWS, AND NO SALE OR TRANSFER THEREOF MAY
BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL
FOR THE HOLDER,  SATISFACTORY  TO THE  COMPANY,  THAT SUCH  REGISTRATION  IS NOT
REQUIRED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

NO. W-8


                          COMMON STOCK PURCHASE WARRANT

      GENETIC  VECTORS,  INC., a Florida  corporation  (the  "COMPANY"),  hereby
certifies  that, for value received,  that JACK SURGENT (the  "HOLDER"),  or his
registered permitted assigns, is entitled, subject to the terms set forth below,
to purchase  from the Company at any time or from time to time before 5:00 P.M.,
Eastern Time, on April ___, 2004, Twenty-Five Thousand (25,000)
 shares of fully  paid and  non-assessable  shares of the  $0.001  par value per
share common stock (the "COMMON STOCK") of the Company,  at a purchase price per
share of $3.50 (such  purchase  price per share as adjusted from time to time as
provided herein is referred to herein as the "PURCHASE  PRICE").  The number and
character of such shares of Common  Stock and the Purchase  Price are subject to
adjustment as provided herein.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

      (a) The term  "COMPANY"  shall include  Genetic  Vectors,  Inc., a Florida
corporation,  and any corporation  which shall succeed or assume the obligations
of the Company hereunder.

      (b) The term "COMMON STOCK"  includes the Company's  Common Stock,  $0.001
par value per share,  as  authorized  on the date of the Agreement and any other
securities  into which or for which any of such Common Stock may be converted or
exchanged pursuant to a plan of recapitalization,  reorganization,  merger, sale
of assets or otherwise.

      1.    EXERCISE OF WARRANT.

            1.1 FULL  EXERCISE.  This  Warrant may be  exercised  in full by the
Holder by  surrender of this  Warrant,  with the form of  subscription  attached
hereto as Exhibit "A" (the "SUBSCRIPTION  FORM") duly executed by the Holder, to
the Company at its  principal  office,  accompanied  by  payment,  in cash or by
certified or official  bank check or wire  transfer  payable to the order of the
Company,  in the amount  obtained by multiplying  the number of shares of Common
Stock for which this Warrant is then  exercisable  by the Purchase Price then in
effect.


<PAGE>

            1.2.  PARTIAL  EXERCISE.  This  Warrant may be  exercised in part by
surrender of this Warrant in the manner and at the place provided in Section 1.1
except that the amount  payable by the holder on such partial  exercise shall be
the amount  obtained  by  multiplying  (a) the number of shares of Common  Stock
designated by the holder in the Subscription Form by (b) the Purchase Price then
in effect. On any such partial exercise the Company will issue and deliver to or
upon the order of the holder hereof a new Warrant or Warrants of like tenor,  in
the name of the holder hereof or such holder (upon payment by such holder of any
applicable transfer taxes) may request,  reflecting in the aggregate on the face
or faces thereof for the number of shares of Common Stock for which such Warrant
or Warrants may still be exercised.

      2. DELIVERY OF STOCK CERTIFICATES,  ETC. ON EXERCISE. As soon as practical
after the  exercise  of this  Warrant in full or in part,  the  Company,  at its
expense (including the payment by it of any applicable issue taxes),  will cause
to be issued in the name of and delivered to the Holder  hereof,  as such Holder
(upon payment by the Holder of any  applicable  transfer taxes and, if requested
by the  Company,  demonstration  by the  Holder of  compliance  with  applicable
securities  laws) may direct,  a certificate or  certificates  for the number of
fully paid and non-assessable  shares of Common Stock to which such Holder shall
be entitled on such  exercise,  plus, in lieu of any  fractional  share to which
such Holder would otherwise be entitled,  cash equal to such fraction multiplied
by the  then-current  market  value of one full share,  together  with any other
stock or other securities and property  (including  cash,  where  applicable) to
which  such  holder is  entitled  upon such  exercise  pursuant  to Section 1 or
otherwise.

      3. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.

            3.1  REORGANIZATION.  In case at any time or from time to time,  the
Company shall (a) effect a  reorganization,  (b) consolidate  with or merge into
any other  person or party,  or (c)  transfer  all or  substantially  all of its
properties  or  assets  to any  other  person  under  any  plan  or  arrangement
contemplating  the  dissolution  of the Company,  then,  in each such case,  the
Holder of this Warrant,  on the exercise  hereof as provided in Section 1 at any
time after the consummation of such  reorganization,  consolidation or merger or
the effective date of such  dissolution  as the case may be, shall  receive,  in
lieu of the Common Stock issuable on such exercise prior to such consummation or
such  effective  date, the stock and other  securities  and property  (including
cash) to which such Holder would have been entitled upon such consummation or in
connection  with such  dissolution,  as the case may be, if such  Holder  had so
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment thereafter as provided herein.

            3.2 CONTINUATION OF TERMS. Upon any  reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly assumed the terms of this Warrant as provided herein.


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<PAGE>

      4.    NO DILUTION OR IMPAIRMENT.

            (a) The  Company   will  not,  by   amendment  of  its  Articles  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or performance of any of the terms of the
Warrants,  but will at all times in good faith assist in the carrying out of all
such  terms  and in the  taking  of  all  such  action  as may be  necessary  or
appropriate  in order to  protect  the  rights of the  holders  of the  Warrants
against dilution or other impairment.

            (b)  Any  provision  herein  to  the  contrary  notwithstanding,  no
adjustment  in the  Purchase  Price shall be made in respect of the  issuance of
additional  shares of Common  Stock of the  Company (or upon the  conversion  or
exchange of securities  convertible or exchangeable into shares of Common Stock)
unless after the date hereof (a) the aggregate  consideration  to be received by
the Company for the issuance of such additional shares of Common Stock,  whether
through one or more private  placements or secondary  public  offerings (or upon
the conversion or exchange of securities convertible or exchangeable into shares
of Common Stock),  is at least $500,000 and (b) the  consideration per share for
an additional  share of Common Stock (or the  conversion or exchange  price with
respect to securities  convertible or exchangeable  into shares of Common Stock)
to be issued by the Company is less than the  difference  between  the  Purchase
Price and $1.00.  In such event,  the Purchase Price shall be reduced to a price
(calculated to the nearest cent)  determined by multiplying  such Purchase Price
by a fraction,  the  numerator  of which shall be the number of shares of Common
Stock  outstanding  immediately prior to such issue plus the number of shares of
Common Stock which the aggregate  consideration  received by the Company for the
total number of  additional  shares of Common Stock so issued would  purchase at
such  Purchase  Price in  effect  immediately  prior to such  issuance,  and the
denominator  of which shall be the number of shares of Common Stock  outstanding
immediately  prior to such issue plus the  number of such  additional  shares of
Common Stock so issued.

      5.    NOTICES OF RECORD DATE, ETC.  In the event of:

            (a)  any  taking by the  Company  of a record of the  holders of any
class or securities for the purpose of determining  the holders  thereof who are
entitled  to  receive  any  dividend  or  other  distribution,  or any  right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

            (b) any capital  reorganization of the Company, any reclassification
or  recapitalization  of the capital stock of the Company or any transfer of all
or substantially  all the assets of the Company to or consolidation or merger of
the Company with or into any other person, or

            (c)   any voluntary or  involuntary  dissolution,  liquidation  or
winding-up of the Company, or

            (d)  any  proposed  issue or grant by the  Company  of any shares of
stock of any class or any other securities,  or any right or option to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities (other than this issue of Common Stock on the conversion of the Notes


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<PAGE>

and the exercise of the Warrants),  then and in each such event the Company will
mail or cause to be  mailed  to each  registered  holder  of a  Warrant a notice
specifying  (i) the date on which any such record is to be taken for the purpose
of such dividend  distribution or right, and stating the amount and character of
such  dividend,  distribution  or  right;  (ii)  the  date  on  which  any  such
reorganization,  reclassification,  recapitalization,  transfer,  consolidation,
merger,  dissolution,  liquidation or wind-up is to take place, and the time, if
any is to be fixed,  as of which the holders of record of Common  Stock shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property deliverable on such reorganization, reclassification, recapitalization,
transfer,  consolidation,  merger,  dissolution,  liquidation or winding-up; and
(iii) the amount and  character of any stock or other  securities,  or rights or
options with respect thereto, proposed to be issued or granted, the date of such
proposed  issue or grant  and the  persons  or class  of  persons  to whom  such
proposed issue or grant is to be offered or made. Such notice shall be mailed at
least 20 days  prior to the date  specified  in such  notice  on which  any such
action is to be taken.

      6.  CERTAIN DELIVERIES.  The Company shall deliver to the Holder copies of
all documents filed by the Company with the Securities and Exchange  Commission.
In  addition  and for so long as any  portion of the Note  remains  unpaid,  the
Company shall deliver to the Holder copies of its monthly financial  statements.
Such financial  statements  shall be delivered on or before the thirtieth day of
each month for the immediately preceding month.

      7.  RESERVATION  OF STOCK  ISSUABLE  ON EXERCISE OF WARRANTS.  The Company
will at all times reserve and keep  available,  solely for issuance and delivery
on the  exercise of the  Warrants,  all shares of Common Stock from time to time
issuable on the exercise of the Warrants.

      8.  EXCHANGE OF  WARRANTS.  On  surrender  for  exchange of  any  Warrant,
properly  endorsed,  to the  Company,  the Company at its expense will issue and
deliver to or on the order of the holder  thereof a new  Warrant or  Warrants of
like tenor,  in the name of such holder or as such holder (upon  payment by such
holder of any  applicable  transfer  taxes and,  if  requested  by the  Company,
demonstration by such holder of compliance with applicable  securities laws) may
direct,  calling in the aggregate on the face or faces thereof for the number of
shares  of  Common  Stock  called  for on the face or faces  of the  Warrant  or
Warrants so surrendered.

      9. REPLACEMENT OF WARRANTS. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of any Warrant and,
in the case of any such loss, heft or destruction of any Warrant, on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the  Company  or,  in  the  case  of  any  such  mutilation,  on  surrender  and
cancellation  of such  warrant,  the  Company at its  expense  will  execute and
deliver, in lieu thereof, a new Warrant of like tenor.

      10. NEGOTIABILITY. This Warrant is issued upon the following terms, to all
of which each holder or owner hereof by the taking hereof consents and agrees:

            (a) subject to compliance with all applicable securities laws, title
to  this  Warrant  may be  transferred  by  endorsement  (by the  holder  hereof
executing  the form of  assignment  at the end hereof) and  delivery in the same


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<PAGE>

manner as in the case of a negotiable instrument transferable by endorsement and
delivery;

            (b) any person in  possession of this Warrant  properly  endorsed is
authorized  to  represent  himself as absolute  owner hereof and is empowered to
transfer absolute title hereto by endorsement and delivery hereof to a BONA FIDE
purchaser  hereof for value;  each prior taker or owner waives and renounces all
of his  equities  or  rights  in this  Warrant  in favor of each  such BONA FIDE
purchaser, and each such BONA FIDE purchaser shall acquire absolute title hereto
and to all rights represented hereby; and

            (c) until this Warrant is  transferred  on the books of the Company,
the Company may treat the registered  holder hereof as the absolute owner hereof
for all purposes, notwithstanding any notice to the contrary.

      11. NOTICES. All notices or other communications  required or permitted to
be given pursuant to this Agreement  shall be in writing and shall be considered
as duly given on (a) the date of delivery, if delivered in person, by nationally
recognized  overnight  delivery service or by facsimile,  or (b) five days after
mailing if mailed from within the  continental  United  States by  registered or
certified  mail,  return receipt  requested to the party entitled to receive the
same, if to the Company, to Genetic Vectors,  Inc., 5201 N.W. 77th Avenue, Suite
100, Miami, Florida 33166 Attention: Mead M. McCabe, Jr., with a copy to Clayton
E. Parker,  Esq.,  Kirkpatrick & Lockhart LLP, 201 S. Biscayne  Boulevard,  20th
Floor, Miami, Florida 33131, and if to the Holder, at the address of such Holder
shown on the books of the  Company.  Any party may change his or its  address by
giving notice to the other party  stating his or its new address.  Commencing on
the 10th day after the giving of such notice,  such newly designed address shall
be such party's  address for the purpose of all notices or other  communications
required or permitted to be given pursuant to this Agreement.

      12. GOVERNING LAW. This Agreement and the rights of the parties  hereunder
shall be governed by and construed in  accordance  with the laws of the State of
Florida,  without regard to its conflicts of law principles.  All parties hereto
(i) agree that any legal suit,  action or proceeding  arising out of or relating
to this  Agreement  shall be  instituted  only in a  federal  or state  court in
Miami-Dade  County,  Florida;  (ii)  waive any  objection  which they may now or
hereafter  have  to the  laying  of  the  venue  of any  such  suit,  action  or
proceeding;  and (iii) irrevocably submit to the jurisdiction of such federal or
state  court  in  Miami-Dade  County,  Florida  in  any  such  suit,  action  or
proceeding,  but such consent  shall not  constitute a general  appearance or be
available to any other person who is not a party to this Agreement.  All parties
hereto agree that the mailing of any processing  any suit,  action or proceeding
in accordance  with the notice  provisions of this  Agreement  shall  constitute
personal service thereof.

      13. ENTIRE  AGREEMENT;  WAIVER OF BREACH.  This Agreement  constitutes the
entire  agreement  among the  parties  and  supersedes  any prior  agreement  or
understanding  among them with respect to the subject matter hereof,  and it may
not be modified or amended in any manner other than as provided  herein,  and no
waiver of any  breach or  condition  of this  Agreement  shall be deemed to have
occurred  unless  such waiver is in writing,  signed by the party  against  whom


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<PAGE>

enforcement  is  sought,  and no waiver  shall be  claimed to be a waiver of any
subsequent breach or condition of a like or different nature.

      14.  SEVERABILITY.  If any  provision  of this  Agreement,  shall  be held
invalid or unenforceable,  such invalidity or unenforceability shall attach only
to such  provision  and shall not in any  manner  affect  or render  invalid  or
unenforceable  any  other  severable  provision  of  this  Agreement,  and  this
Agreement shall be carried out as if any such invalid or unenforceable provision
were not contained herein.

      15.  AMENDMENT.  This Warrant and any term hereof may be changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.

      16.  EXPIRATION.  All rights  under or arising out of this  Warrant  shall
expire at 5:00 P.M., Eastern Time, on April ___, 2004.

      17.  ATTORNEYS'  FEES AND COSTS.  In the event of any  litigation  arising
under or relating to this Warrant, the prevailing party in such dispute shall be
entitled to recover its costs and expenses,  including reasonable attorney fees,
from the other.

      18.  RESTRICTIONS  ON  TRANSFERABILITY;  RESTRICTIVE  LEGEND.  The  holder
acknowledges  that the shares of Common  Stock  issuable  upon  exercise of this
Warrant  are  subject  to  restrictions   under  applicable  Federal  and  state
securities  laws. Each  certificate  representing  shares of Common Stock issued
shall, upon the exercise of this Warrant, bear the following legends in addition
to such other restrictive legends as may be required by law:

      "The shares represented by this certificate have not been registered under
the  Securities  Act of 1933,  as amended (the "ACT"),  or any state  securities
laws,  and no sale or  transfer  thereof may be  effected  without an  effective
registration statement or an opinion of counsel for the holder,  satisfactory to
the  Company,  that  such  registration  is not  required  under the Act and any
applicable state securities laws."

      Dated:      April ___, 1999

                                    GENETIC VECTORS, INC.

                                    By:
                                        -------------------------------------
                                    Name:
                                          -----------------------------------
                                    Title:
                                          -----------------------------------

AGREED TO AND ACCEPTED:

-----------------------------
JACK SURGENT





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<PAGE>



                              FORM OF SUBSCRIPTION

                  (TO BE SIGNED ONLY ON EXERCISE OF WARRANT)

TO:

      The  undersigned,  the holder of the within  Warrant,  hereby  irrevocably
elects to exercise this Warrant for, and to purchase  thereunder _____ shares of
Common Stock of  ____________________,  herewith  makes  payment of  $__________
therefor,  and requests that the  certificates  for such shares be issued in the
name of, and delivered to, whose address is:

          --------------------------------------------------------

          --------------------------------------------------------

          --------------------------------------------------------




      Dated:      ___________________




                                    ------------------------------------------
                                    Signature
                                    (Signature must conform to name of holder
                                    as specified on the face of the Warrant)


                                    ------------------------------------------
                                    Print Name


                                    ------------------------------------------
                                    Street Address


                                    ------------------------------------------
                                    City, State and Zip Code


                                    ------------------------------------------
                                    Person's Social Security Number or Tax
                                    Identification Number






                                       7
<PAGE>



                               FORM OF ASSIGNMENT

                  (TO BE SIGNED ONLY ON TRANSFER OF WARRANT)

      For value received,  the undersigned hereby sells,  assigns, and transfers
unto ___________________ the right represented by the within Warrant to purchase
shares of  Common  Stock of  ___________________  to which  the  within  Warrant
relates, and appoints ___________________ as its attorney to transfer such right
on the  books  of  _________________  with  full  power of  substitution  in the
premises.

      Dated:      _________________




                                    ------------------------------------------
                                    Signature
                                    (Signature must conform to name of holder
                                    as specified on the face of the Warrant)


                                    ------------------------------------------
                                    Print Name


                                    ------------------------------------------
                                    Street Address


                                    ------------------------------------------
                                    City, State and Zip Code


                                    ------------------------------------------
                                    Person's Social Security Number or Tax
                                    Identification Number

SIGNED IN THE PRESENCE OF:



---------------------------------





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