EXHIBIT 10.31


                          REGISTRATION RIGHTS AGREEMENT


      THIS REGISTRATION  RIGHTS AGREEMENT (the  "AGREEMENT"),  dated as of April
19, 1999,  by and between  GENETIC  VECTORS,  INC., a Florida  corporation  (the
"COMPANY"), and JACK SURGENT ("MR. SURGENT").

      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 Mr. Surgent.

            (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 Mr.  Surgent in  connection  with the  exercise of the Common  Stock
Purchase  Warrant No. W-8 (the  "WARRANT")  of even date  herewith  given by the
Company to Mr. Surgent or any new warrant given to Mr.  Surgent  pursuant to the
terms of such warrant.

      2.  PIGGYBACK  REGISTRATION.  At any time  following  the  exercise of the
Warrant,  and subject to the other  provisions  of this  Agreement,  the Company
shall  advise Mr.  Surgent 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 Mr.  Surgent 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 Mr.  Surgent;  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 Mr.  Surgent 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 Mr.  Surgent in
connection with this registration  statement. If Mr. Surgent 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. Mr. Surgent shall be entitled to
one (1)  registration  pursuant  to this  Agreement.  Notwithstanding  any other
provision  hereof,  Mr.  Surgent  acknowledges  and agree  that  there can be no
guaranty or warranty  from or by the Company  that such  registration  statement

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will ever be declared effective by the Commission, and that the Company makes no
such guarantee or warranty in this Agreement or otherwise.

      3.  INFORMATION TO BE FURNISHED BY MR. SURGENT.  Mr. Surgent 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  Mr.  Surgent,  the
proposed method of sale or other disposition of the shares of Common Stock being
sold by Mr. Surgent 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.

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

      5. 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
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 Jack Surgent:       Mr. Jack Surgent
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or to such other address as any party shall have  furnished to the other parties
pursuant to this Section 6.

      6. 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.

      7. 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.



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      8.  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.

      9. 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.

      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:
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                                    Name:
                                          -------------------------------------
                                    Its:
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                                    JACK SURGENT









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