EXHIBIT 10.14

               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-2

                                    FORM OF
                          COMMON STOCK PURCHASE WARRANT

        GENETIC VECTORS,  INC., a Florida  corporation  (the "COMPANY"),  hereby
certifies that, for value received,  PATRICIA A. GIANONE (the "HOLDER"),  or her
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 November 2,, 2003,  Five Thousand  (5,000) 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 $6.00 (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.


                                       2
<PAGE>


        4. ADDITIONAL WARRANTS. The Company shall grant to the Holder additional
warrants to purchase  additional shares of Common Stock, in the amount set forth
in the following table, commencing on April 1, 1999 and on the first day of each
month  thereafter,  PROVIDED  that the Company shall have no obligation to grant
additional  warrants  if on or before the date on which such grant is to be made
by the Company no amounts are outstanding on that certain Promissory Note in the
original principal amount of $100,000 given by the Company to the Holder:

                                                       NO. OF SHARES
        DATE:                                          OF COMMON STOCK:
        ----                                           --------------- 
        April 1, 1999 through October 1, 1999          1,250

        November 1, 1999 and thereafter                2,500

All warrants to be granted pursuant to the immediately  preceding sentence shall
be granted pursuant to a new Warrant in the same form as this Warrant.

        5. RIGHT TO ATTEND  BOARD  MEETINGS.  The Holder shall have the right to
have a single  representative  present (either in person or by telephone) at all
meetings of the Board of  Directors of the Company for so long as any portion of
the Note  remains  unpaid.  Such  representative  shall  not be  deemed  to be a
director and shall have no voting rights.

        6.  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


                                       3
<PAGE>


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.

        7.  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
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.

         8.  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.


                                       4
<PAGE>


         9.  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.

        10.  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.

        11.  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.

        12.  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
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.

         13. 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


                                       5
<PAGE>


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.

        14.  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.

         15. 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
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.

        16.  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.

         17. 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.

        18.  EXPIRATION.  All rights under or arising out of this Warrant  shall
expire at 5:00 P.M., Eastern Time, on November 2, 2003.

        19.  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.

        20.  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


                                       6
<PAGE>


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: November 2, 1998

                              GENETIC VECTORS, INC.


                              By:_______________________________________________

                              Title:____________________________________________




AGREED TO AND ACCEPTED:


____________________________________________
PATRICIA A. GIANONE

Date:_______________________________________



                                       7
<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



                                       8
<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:




_______________________________________


                                       9