EXHIBIT 10.48
                                  -------------

                            STOCK PURCHASE AGREEMENT
                            ------------------------


      THIS STOCK PURCHASE  AGREEMENT (the  "Agreement") is made and entered into
as of  January  15,  2000,  by  and  among  GENETIC  VECTORS,  INC.,  a  Florida
corporation  ("GVEC"),  DNA  SCIENCES,  INC.,  a  California  corporation  ("DNA
Sciences"),  and the persons  listed as  "Shareholders"  on the signature  pages
hereto (each a "Shareholder" and collectively the "Shareholders").

                                    RECITALS:
                                    --------

      A. The  Shareholders  own all of the  outstanding  common  stock (the "DNA
Sciences Common Stock") of DNA Sciences, which constitutes all of the issued and
outstanding capital stock of DNA Sciences.

      B. The  Shareholders  desire to exchange all the  outstanding  shares (the
"DNA Sciences  Shares") of DNA Sciences Common Stock for newly-issued  shares of
common stock of GVEC (the "GVEC Common Stock"),  on the terms and conditions set
forth herein.  This  transaction  is intended to be tax-free  under the Internal
Revenue Code of 1986, as amended (the "Code").

                                   AGREEMENT:
                                   ----------

      NOW, THEREFORE,  in consideration of the mutual agreements,  covenants and
premises set forth herein for certain other good and valuable consideration, the
receipt  and  adequacy  which  are  hereby  acknowledged,  the  parties  hereto,
intending to be legally bound, hereby agree as follows:

      1.  STOCK PURCHASE, PURCHASE PRICE AND RELATED TRANSACTIONS.
          -------------------------------------------------------

          1.1.   Purchase   Price  and  Sale.   GVEC  shall   acquire   and  the
Shareholders shall sell to GVEC one-hundred  percent (100%) of the capital stock
of DNA  Sciences  in exchange  for the  issuance of the number of shares of GVEC
Common Stock as set forth in Section 2 hereof.

          1.2.   Purchase Price. In consideration of the purchase by GVEC of the
DNA Sciences  Common Stock,  GVEC shall issue newly issued shares of GVEC Common
Stock  to  the  Shareholders  in  the  denominations  set  forth  opposite  each
Shareholder's  name on Schedule A attached hereto in exchange for all of the DNA
Sciences  Shares.  The total number of shares of GVEC Common Stock issued to all
the  Shareholders  shall be  four-hundred-fifty-thousand  (450,000)  shares (the
"Purchase Price").

          1.3.   Closing and Effective  Date. The closing shall occur as soon as
practicable  after the  satisfaction  of the  conditions  precedent set forth in
Sections  6, 7 and 8 hereof,  but in no event  later than  January 31, 2000 (the
"Closing"). The date of Closing is referred to herein as the "Closing Date." The


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Closing shall take place at the principal offices of GVEC's counsel,  or at such
other place as may be mutually agreed upon by GVEC and the Shareholders.  At the
Closing,  (i)  the  Shareholders  shall  deliver  to  GVEC  all  original  stock
certificates  representing DNA Sciences Common Stock, together with stock powers
duly executed in blank; and (ii) GVEC shall issue and deliver the Purchase Price
to the Shareholders.

          1.4.   Fractional Shares; Lost Certificates.  Neither certificates nor
scrip for fractional shares of GVEC Common Stock shall be issued. Any fractional
interest in GVEC Common  Stock to be issued  pursuant  this  Agreement  shall be
rounded up or down to the nearest  whole share.  GVEC shall deliver the pro-rata
portion of the Purchase Price  attributable  to any  certificate  which has been
lost or destroyed upon receipt of evidence  satisfactory to GVEC and its counsel
of ownership of the shares of DNA Sciences Common Stock represented  thereby and
of appropriate indemnification to GVEC.

      2.  ADDITIONAL AGREEMENTS.
          ---------------------

          2.1.   Access and Inspection.  Each party hereto has allowed the other
parties (as applicable) and their authorized  representatives full access to all
of the properties, books, contracts,  commitments and records of the other party
for the  purpose of making  such  investigations  as each  party has  reasonably
requested in connection with the transactions contemplated hereby.

          2.2.   Confidential Treatment of Information.  From and after the date
hereof,  the parties hereto shall and shall cause their  representatives to hold
in confidence  this  Agreement  (including  the Schedules  hereto),  all matters
relating hereto and all data and information  obtained with respect to the other
parties or their business, except such data or information as is published or is
a matter of public record,  or as compelled by legal process.  In the event this
Agreement is terminated pursuant to Section 10 hereof, each party shall promptly
return to the other(s) any statements,  documents,  schedules, exhibits or other
written  information  obtained from them in connection with this Agreement,  and
shall not retain any copies thereof.

          2.3.   Noncompetition.

                 2.3.1.   Competitive Business.  From and after the Closing Date
and for a period of four (4) years  thereafter  (the  "Restricted  Period"),  no
Shareholder (with the exception of Daniel Cook, who is not bound by this section
)  shall  directly  or  indirectly  compete  with  GVEC  by  owning,   managing,
controlling or  participating  in the ownership,  management or control of or be
employed by or engaged in any  Competitive  Business (as defined  herein) in any
location in the United States in which GVEC is doing business. As used herein, a
"Competitive  Business" is any other corporation,  partnership,  proprietorship,
firm or other  business  entity which is engaged in a "core business of GVEC". A
"core business of GVEC" is the development, manufacture, distribution or sale of
a  particular  type of  product,  reagent or kit  involved in the  detection  or
preparation  of nucleic  acids in which GVEC or DNA  Sciences  has  invested  or
expended more than Two Hundred Thousand Dollars  ($200,000) in the eighteen (18)
months prior to the "Measurement Date" (as defined herein). The Measurement Date
shall be the point in time  during  the  Restricted  Period  that a  Shareholder
becomes  associated with a Competitive  Business  whether such association is by


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employment,   engagement  or  by  directly  or  indirectly   owning,   managing,
controlling  or  participating  in the  ownership,  management  or  control of a
Competitive  Business.  In the event of any period of investment or  expenditure
which  commenced  less than eighteen (18) months from the  Measurement  Date the
amount  invested or expended  shall be  annualized  for such eighteen (18) month
period.

Notwithstanding  the above, any Shareholder may become employed by or engaged by
a  "Competitive  Business"  so long  as the  Shareholder  (a)  was not  directly
involved  with or  participating  in the areas of "core  business of GVEC" which
makes the other business a "Competitive  Business", or (b) if the Shareholder is
not  involved,  directly,  in that  part of the  Competitive  Business  which is
competitive with the "core business of GVEC." In addition,  a Shareholder may be
employed by or engaged by any  business  which after the Closing  Date becomes a
"Competitive  Business," if the employment or engagement  occurred prior to GVEC
entering into a new "core  business of GVEC"  (whether by acquisition or through
GVEC's own initiative), which caused such other business to become a Competitive
Business.  Also, this section is not violated if a Shareholder owns no more than
5% of the stock of any publicly traded Competitive  Business.  Finally,  Richard
Tullis is currently employed by Aethlon Medical,  Inc., a publicly held company,
which the Corporation acknowledges is not a Competitive Business.

                 2.3.2.   Non-Interference.  From and after the date  hereof and
during the  Restricted  Period,  no  Shareholder  shall  induce or  solicit  any
employee of GVEC or any person doing  business with GVEC to terminate his or her
employment or business  relationship  with GVEC or otherwise  interfere with any
such relationship.

                 2.3.3.   Confidentiality.    The    Shareholders    agree   and
acknowledge  that,  by  reason  of the  nature  of the  Shareholders'  ownership
interest in GVEC,  each  Shareholder  will have or may have access to and become
informed of confidential and secret  information which is a competitive asset of
GVEC ("Confidential Information"), including without limitation, technology, any
lists of customers, financial statistics,  research data or any other statistics
and plans  contained  in profit  plans,  capital  plans,  critical  issue plans,
strategic  plans or marketing or operation  plans or other trade secrets of GVEC
and any of the foregoing  which belong to any person or company but to which the
Shareholders  have had access by reason of their  relationship  with  GVEC.  The
Shareholders  agree  faithfully to keep in strict  confidence,  and not,  either
directly or indirectly,  to make known, divulge, reveal, furnish, make available
or use any such Confidential Information.  The Shareholders acknowledge that all
manuals,  instruction  books,  price  lists,  information  and records and other
information  and  aids  relating  to  GVEC's  business,  and any  and all  other
documents containing  Confidential  Information furnished to the Shareholders by
GVEC or otherwise acquired or developed by the Shareholders,  shall at all times
be  the  property  of  GVEC.  Upon  the  termination  of  this  Agreement,  each
Shareholder  shall return to GVEC any such  property or  documents  which are in
their  possession,  custody or  control,  but the  Shareholders'  obligation  of
confidentiality  shall survive such termination and unless any such Confidential
Information  shall have become,  through no fault of the Shareholder,  generally
known to the trade. The obligations of the Shareholder under this subsection are
in addition to, and not in limitation or preemption of, all other obligations of
confidentiality  which the  Shareholder  may have to GVEC under general legal or
equitable principles or under an Employment Agreement (as hereinafter  defined).
Notwithstanding the above,  however, GVEC acknowledges that each Shareholder has


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extensive  experience in the genual  industry in which GVEC operates,  and these
restrictions  are not intended to prevent a Shareholder from using his knowledge
of the industry.  These  restrictions only apply to technology which is owned by
GVEC, or was learned by a Shareholder as a shareholder of GVEC.

                 2.3.4.   No  Solicitation of Competing  Transactions.  From and
after the date hereof until the later of the Closing Date or the  termination of
this Agreement,  the  Shareholders  will not,  directly or indirectly,  and will
instruct  their  respective  representatives  not to,  directly  or  indirectly,
solicit or initiate (including by way of furnishing nonpublic  information),  or
take any other action  knowingly to  facilitate,  any inquiries or the making of
any  proposal  or offer that  constitutes:  (a) a merger,  consolidation,  share
exchange, business combination or other similar transaction;  (b) a sale, lease,
exchange,  transfer  or  other  disposition  of any  significant  assets  of DNA
Sciences,  other than in the  ordinary  course of  business or sales of obsolete
materials;   or  (c)  an   acquisition   of  any  DNA  Sciences   capital  stock
(collectively, a "Competing Transaction"), or enter into or maintain or continue
discussions  or  negotiate  with any  person or entity  in  furtherance  of such
inquiries  or to obtain a  Competing  Transaction,  or agree to or  endorse  any
Competing  Transaction,  or authorize or permit any of their  representatives to
take any such  action.  DNA  Sciences  immediately  shall  cease and cause to be
terminated all existing  discussions or negotiations  with any parties conducted
with respect to a Competing Transaction.

                 2.3.5.   Remedies.  It is expressly  agreed by the Shareholders
and GVEC that the  provisions in this Section 2 are  reasonable  for purposes of
preserving for GVEC its business,  goodwill and Confidential Information.  It is
also agreed that if any provision is found by a court having  jurisdiction to be
unreasonable  because  of  scope,  area or time,  then that  provision  shall be
amended to correspond in scope, area and time to that considered reasonable by a
court and as amended shall be enforced and the remaining provisions shall remain
effective.  In the event any breach of these provisions by any Shareholder,  the
parties  recognize and  acknowledge  that a remedy at law will be inadequate and
GVEC may suffer irreparable  injury. The Shareholders  consent to injunctive and
other  appropriate  equitable  relief  without  the  posting  of a bond upon the
institution of  proceedings  therefor by GVEC in order to protect GVEC's rights.
Such  relief  shall be in  addition  to any other  relief  to which  GVEC may be
entitled  at  law,  in  equity,  or  under  any  other  agreement  between  each
Shareholder  and  GVEC.  The  provisions  of this  Section  2.3  (including  the
subsections) shall survive the termination of this Agreement.

          2.4.   Public Announcements.  The parties will consult with each other
before issuing any press releases or otherwise  making any public statement with
respect to this Agreement or any of the transactions  contemplated hereby and no
party  will  issue any such  press  release  or make any such  public  statement
without  the  prior  written  consent  of the  other  parties,  except as may be
required by law or by the rules and regulations of any governmental authority or
securities exchange.

          2.5.   Securities Law Matters.

                 2.5.1.   Private Placement. The issuance of the GVEC Shares to
the  Shareholders  hereunder shall not be registered under the Securities Act of
1933, as amended,  (the "Securities Act") by reason of the exemption provided by


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Section 4(2) thereof, and such shares may not be further transferred unless such
transfer is registered  under  applicable  securities laws or, in the opinion of
GVEC's counsel, such transfer complies with an exemption from such registration.
All certificates  evidencing the GVEC Shares to be issued to Shareholders  shall
be legended to reflect the foregoing restriction.

          2.6.   Further Assurances. The parties shall deliver any and all other
instruments or documents  required to be delivered  pursuant to, or necessary or
proper in order to give effect to, the provisions of this  Agreement,  including
without  limitation,  all necessary  stock powers and such other  instruments of
transfer as may be  necessary  or  desirable  to transfer  ownership  of the DNA
Sciences Common Stock to GVEC and to consummate the transactions contemplated by
this Agreement.

          2.7.   Employment  Agreements.  At Closing,  Eric Wilkinson and Jerome
Streifel shall execute and deliver an employment agreement (each, an "Employment
Agreement")  with  GVEC in the form  attached  hereto as  Exhibits  "C" and "D".
Subsequent  to the  Closing,  DNA  Sciences  and  Richard  H.  Tullis  shall use
reasonable  efforts to  negotiate  a  consulting  agreement  acceptable  to both
parties.

          2.8.   Piggy-Back  Registration.   Subject  to  the  approval  of  any
applicable  underwriter,  each  Shareholder  shall have piggy-back  registration
rights,  for up to twenty  percent  (20%) of the shares of GVEC he then owns, in
each subsequent registration of GVEC shares.

          2.9.   Consistent  Tax Filing  Position.  Each of the  parties  hereto
shall file all  Federal  income  tax  returns  in a manner  consistent  with the
intended tax-free nature of this transaction.

      3.  REPRESENTATIONS,  COVENANTS AND WARRANTIES OF THE SHAREHOLDERS AND DNA
          ----------------------------------------------------------------------
SCIENCES.
--------

      To further  induce GVEC to enter into this Agreement and to consummate the
transactions  contemplated hereby, DNA Sciences and the Shareholders each hereby
jointly  and  severally  represent  and  warrant  to and  covenant  with GVEC as
follows:

          3.1.   Organization and  Qualification:  Absence of Subsidiaries.  DNA
Sciences  is a  corporation  duly  organized  and validly  existing  and in good
standing under the laws of the State of California  and has the requisite  power
and  authority  to own,  lease and  operate its  properties  and to carry on its
business as it is currently being conducted. DNA Sciences is in good standing in
the State of  California.  DNA Sciences is duly  qualified or licensed and is in
good standing, in each jurisdiction where the character of the properties owned,
leased or operated by it or the nature of its business makes such  qualification
or licensing necessary,  except for such failures to be so qualified or licensed
and in good standing that would not,  individually  or in the aggregate,  have a
material  adverse  effect  on  the  business,   properties,   assets,  financial
condition,  prospects  or future  business of DNA Sciences  (collectively,  "DNA
Sciences Material Adverse Effect").  DNA Sciences does not have any Subsidiaries
nor an equity  interest in any  partnerships  or joint venture  arrangements  or
other business entity.


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          3.2.   Capitalization and Related Matters.
                 ----------------------------------

                 3.2.1.   Shares;  Capitalization.  The authorized capital stock
of DNA Sciences  consists  solely of 3,000,000  shares of common stock, of which
1,000,000  shares are issued and  outstanding and none are held in its treasury.
All of the DNA Sciences Shares are owned of record,  legally and beneficially by
the  Shareholders.  The DNA  Sciences  Shares  are free and clear of any and all
security  interests,  encumbrances,  and rights of any kind or nature whatsoever
(collectively,  "Encumbrances"),  and upon  delivery of the DNA Sciences  Shares
hereunder,  GVEC  will  acquire  title  thereto,  free and  clear of any and all
Encumbrances.  Other than voting rights, redemption rights and such other rights
conferred  by DNA  Sciences'  charter  documents  and by  applicable  California
statutes,  there exist no Securities  Rights (as defined herein) with respect to
the DNA Sciences  Shares.  All rights and powers to vote the DNA Sciences Shares
are held  exclusively by the  Shareholders.  All of the DNA Sciences  Shares are
validly issued,  fully paid and  nonassessable,  were not issued in violation of
the terms of any agreement or other understanding, and were issued in compliance
with  all  applicable  federal  and  state  securities  or "blue  sky"  laws and
regulations.  The  certificates  representing  the  DNA  Sciences  Shares  to be
delivered  to GVEC at the  Closing  are,  and the  signatures  and  endorsements
thereof or stock powers  relating  thereto  will be, valid and genuine.  For the
purposes of this section,  "Securities  Rights"  means,  with respect to the DNA
Sciences Shares (whether issued or unissued) or any other securities convertible
into or  exchangeable  for DNA  Sciences  Shares,  and  includes  all written or
unwritten  contractual  rights  relating  to  the  issuance,  sale,  assignment,
transfer, purchase, redemption,  conversion, exchange, registration or voting of
the DNA  Sciences  Shares and all rights  conferred by DNA  Science's  governing
documents and by any applicable agreement.

                 3.2.2.   Liabilities  and  Obligations.  To  the  Shareholders'
knowledge, DNA Sciences has no debt, obligation or liability,  absolute,  fixed,
contingent or otherwise, of any nature whatsoever, whether due or to become due,
including any unasserted claim,  whether incurred directly or by any predecessor
thereto,   and  whether   arising  out  of  any  act,   omission,   transaction,
circumstance,  sale of goods  or  services,  state of facts or other  condition,
which  individually  or in the  aggregate  would  have a DNA  Sciences  Material
Adverse  Effect  except:  (i) those  reflected  or  reserved  against on the DNA
Sciences' Financial Statements (as defined herein) in the amounts shown therein;
(ii) those that have arisen in the  ordinary  course of business of DNA Sciences
after the Balance Sheet Date (as defined  herein) through the Closing Date, none
of which,  individually or in the aggregate, has had or will have a DNA Sciences
Material Adverse Effect on the business or financial  condition of DNA Sciences;
and (iii) those set forth in Schedule 3.6.

          3.3.   Certificate  of  Incorporation  and  By-Laws.  DNA Sciences has
heretofore made available to GVEC a complete and correct copy of the Certificate
of  Incorporation  and  the  By-Laws  of  DNA  Sciences.   Such  Certificate  of
Incorporation and By-Laws are in full force and effect.

          3.4.   Authority  Relative to This  Agreement.  DNA  Sciences and each
Shareholder  has all  necessary  corporate  power and  authority  to execute and
deliver this Agreement,  to perform its obligations  hereunder and to consummate
the transactions contemplated by this Agreement. Each Shareholder has full right


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and  capacity  to enter  into this  Agreement  and to carry out his  obligations
hereunder.  The execution and deliver of this Agreement by DNA Sciences and each
Shareholder,  the  performance  by  each  such  Shareholder  of his  obligations
hereunder and the consummation by DNA Sciences of the transactions  contemplated
by this Agreement have been duly authorized by all necessary  action on the part
of DNA Sciences or such  Shareholders  are necessary to authorize this Agreement
or to consummate the transactions contemplated by this Agreement. This Agreement
has been duly and  validly  executed  and  delivered  by DNA  Sciences  and each
Shareholder  and  constitutes  the legal,  valid and binding  obligations of DNA
Sciences  and  each  Shareholder,  enforceable  against  DNA  Sciences  and each
Shareholder in accordance with its terms,  except as the enforceability  thereof
may be limited by bankruptcy,  insolvency,  reorganization or other similar laws
of general application affecting the enforcement of creditors' rights generally.

          3.5.   Permits and Licenses; Compliance. To the best knowledge of each
Shareholder  and DNA Sciences,  DNA Sciences is in possession of all permits and
licenses  necessary  for the conduct of its business and, as of the date hereof,
no suspension or  cancellation of any such permits or licenses is pending or, to
the  knowledge  of  each   Shareholder   and  DNA  Sciences   after   reasonable
investigation,   threatened,  except  where  the  failure  to  possess,  or  the
suspension  or  cancellation  of,  any  such  permits  or  licenses  would  not,
individually or in the aggregate,  have a DNA Sciences  Material Adverse Effect.
To the best knowledge of each Shareholder and DNA Sciences,  DNA Sciences is not
in conflict  with, or in default or violation of, (a) any law  applicable to DNA
Sciences or by which any  property or asset of DNA  Sciences is bound or (b) any
permit or license, other than conflicts or violations which,  individually or in
the aggregate, would not have a DNA Sciences Material Adverse Effect.

          3.6.   Financial  Statements.  True  and  complete  copies  of (a) the
audited  balance  sheet  of DNA  Sciences  for the  fiscal  period  ended  as of
September 30, 1999 (the "Balance Sheet Date") and the related audited statements
of income,  retained  earnings  and cash flow for the period  from May 10,  1999
through  September  30,  1999,  with all related  notes and  schedules  thereto,
accompanied by the reports  thereon by DNA Sciences'  Accountants  (collectively
referred to herein as the "DNA Sciences' Audited Financial  Statements") and (b)
the unaudited  balance  sheets of DNA Sciences for each of October and November,
1999 and the related statements of income of DNA Sciences (collectively referred
to herein as the "DNA Sciences  Interim  Financial  Statements and together with
the DNA Sciences Audited  Financial  Statements are collectively  referred to as
the "DNA Sciences  Financial  Statements")  have been  delivered by DNA Sciences
prior to Closing.  The DNA Sciences  Financial  Statements  (i) were prepared in
accordance  with  the  books of  account  and  other  financial  records  of DNA
Sciences,  (ii) present fairly the financial condition and results of operations
of DNA  Sciences  as of the dates  thereof or for the periods  covered  thereby,
(iii)  have been  prepared  in  accordance  with  U.S.  GAAP  (except  as may be
indicated  in the notes  thereto)  applied on a basis  consistent  with the past
practices of DNA Sciences and (iv) include all adjustments  (consisting  only of
normal  recurring  accruals) that are necessary for a fair  presentation  of the
financial  condition of DNA Sciences  and the results of the  operations  of DNA
Sciences as of the dates thereof or for the periods covered thereby (subject, in
the case of DNA  Sciences  Interim  Financial  Statement,  to  normal  recurring
year-end adjustments).


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<PAGE>


          3.7.   Absence  of  Litigation.  There is no  legal or  administrative
action  or  proceeding  pending  or, to the  knowledge  of DNA  Sciences  or the
individual Shareholders after reasonable  investigation,  threatened against DNA
Sciences or any property or asset of DNA Sciences.

          3.8.   Employee Benefit Matters.

                 3.8.1.   Benefit Plans. There are no employee benefit plans (as
defined in Section 3(3) of ERISA) and all bonus,  stock option,  stock purchase,
restricted  stock,  incentive,  deferred  compensation,  retiree medical or life
insurance,  supplemental retirement,  severance or other benefit plans, programs
or arrangements.

          3.9.   Intellectual Property.
                 ---------------------

                 3.9.1.   All of the customer lists, products,  product know-how
and technology  used by DNA Sciences in the conduct of its business as set forth
on Schedule 3.9.1 (the "DNA Sciences Intellectual Property") will be transferred
to GVEC upon the completion of the transaction contemplated by this Agreement.

                 3.9.2.   No claim has been  asserted to the best  knowledge  of
each  Shareholder  and DNA Sciences  that the use of DNA  Sciences  Intellectual
Property or the conduct of the  business of DNA  Sciences  does or may  infringe
upon such rights of any third party.

                 3.9.3.   DNA  Sciences  is the owner of the  entire,  title and
interest  in  and  to  the  Intellectual   Property,   free  and  clear  of  all
Encumbrances,  and has the right to use, all DNA Sciences  Intellectual Property
in the continued operations of DNA Sciences.

                 3.9.4.   The DNA  Sciences  Intellectual  Property has not been
adjudged  invalid  or  unenforceable  in  whole  or  part  by  any  governmental
authority.

                 3.9.5.   To the  knowledge of DNA  Sciences and the  individual
Shareholders after reasonable investigation,  no person or entity is engaging in
any activity that infringes upon DNA Sciences  Intellectual Property or upon the
rights  of  DNA  Sciences   therein.   The   consummation  of  the  transactions
contemplated  by this Agreement will not result in the termination or impairment
of any of DNA Sciences Intellectual Property.

                 3.9.6.   DNA Sciences  has not granted to, nor  received  from,
any third party any license or sublicense of intellectual property.

          3.10.  Taxes. DNA Sciences has (a) filed all federal, state, local and
foreign tax (as defined herein) returns  required to be filed by it prior to the
date of this Agreement (taking into account extensions), (b) paid or accrued all
Taxes  shown to be due on such  returns and paid all  applicable  ad valorem and
value  added  Taxes as are due,  and(c)  paid or  accrued  all Taxes for which a
notice of assessment or collection  has been received  (other than amounts being
contested  in good  faith by  appropriate  proceedings),  except  in the case of
clause (a), (b) or (c) for such filings,  payments or accruals  which would not,
individually or in the aggregate,  have a DNA Sciences  Material Adverse Effect.


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<PAGE>


DNA Sciences has open years for federal, state and local income Tax returns only
for 1999.  DNA Sciences has not received  from any  governmental  authority  any
written notice of proposed adjustment,  deficiency or underpayment of any Taxes,
which notice has not been satisfied by payment or been withdrawn,  and there are
no material claims that have been asserted or threatened  relating to such Taxes
against DNA  Sciences.  DNA Sciences has withheld or collected  and paid over to
the  appropriate  governmental  authorities  (or is  properly  holding  for such
payment)  all Taxes  required  by law to be withheld  or  collected,  except for
amounts which would not,  individually or in the aggregate,  have a DNA Sciences
Material  Adverse  Effect.  DNA Sciences has not made an election  under Section
341(f)  of the  Code.  DNA  Sciences  has not been and is not  subject  to Taxes
imposed by (i) Section 1371 of the Code, (ii) Section 1375 of the Code, or (iii)
Section 1374 of the Code. For purposes of this Agreement, "Tax" or "Taxes" means
any and all taxes, fees, levies, duties,  tariffs,  imposts and other charges of
any kind  (together with any and all interest,  penalties,  additions to tax and
additional  amounts imposed with respect  thereto)  imposed by any government or
taxing authority,  including,  without limitation:  taxes or other charges on or
with respect to income,  franchises,  windfall or other profits, gross receipts,
property,  sales,  use,  capital stock,  payroll,  employment,  social security,
workers' compensation,  unemployment compensation,  or net worth; taxes or other
charges in the nature or excise, withholding, ad valorem, stamp, transfer, value
added or gains taxes,  license,  registration and documentation fees, and custom
duties, tariffs and similar charges.

          3.11.  Assets.
                 ------

                 3.11.1.  Except as disclosed in Schedule 3.11.1,  and excluding
any DNA Sciences  Intellectual  Property which is covered in Section 3.9 hereof,
DNA Sciences owns, leases or has the right to use all the properties and assets,
including,  without limitation, the real property and personal property, used in
the conduct of its business or otherwise owned,  leased, or used by DNA Sciences
and, with respect to contract rights,  is a party to and enjoys the right to the
benefits of all contracts, agreements and other arrangements used or intended to
be used by DNA  Sciences or in or relating to the conduct of its  business  (all
such  properties,  assets and contract rights being the "Assets").  DNA Sciences
has good and marketable title to, or, in the case of leased or subleased Assets,
valid and subsisting  leasehold  interests in, all the Assets, free and clear of
all Encumbrances.

                 3.11.2.  The Assets  constitute all the properties,  assets and
rights forming a part of, used or held in, and all such  properties,  assets and
rights as are necessary in the conduct of, the business of DNA Sciences as it is
currently  conducted.  DNA  Sciences has caused the Assets to be  maintained  in
accordance with good business practice, and all the Assets are in good operating
condition and repair, normal wear and tear excepted.

          3.12.  Execution; No Inconsistent  Agreements;  Etc. The execution and
delivery of this  Agreement by the  Shareholders  and DNA Sciences does not, and
the consummation of the transactions  contemplated hereby will not, constitute a
breach or  violation  of the  charter or by-laws of DNA  Sciences,  or a default
under any of the terms,  conditions or provisions of (or an act or omission that
would give rise to any right of termination, cancellation or acceleration under)
any material note, bond, mortgage, lease, indenture,  agreement or obligation to


                                       9
<PAGE>


which DNA Sciences or any Shareholder is a party, pursuant to which DNA Sciences
or  any  Shareholder  otherwise  receives  benefits,  or to  which  any  of  the
properties of DNA Sciences or any Shareholder is subject.

          3.13.  Corporate Records.  The statutory records,  including the stock
register  and  minute  books  of DNA  Sciences,  fully  reflect  all  issuances,
transfers  and  redemptions  of their  capital  stock,  correctly  show and will
correctly  show the  total  number of shares of its  capital  stock  issued  and
outstanding  on the date  hereof and on the Closing  Date,  the charter or other
organizational  documents  and all  amendments  thereto,  and their  by-laws  as
amended and currently in force.

          3.14.  Absence of Changes.  Except as described in Schedule 3.14, from
the Balance Sheet Date to the date of this Agreement:

                 3.14.1.  to the  best  knowledge  of each  Shareholder  and DNA
Sciences, there has been no adverse change in the business, assets, liabilities,
results  of   operations   or  financial   condition  of  DNA  Sciences  or  its
relationships with suppliers,  customers,  employees,  lessors or others,  other
than changes in the ordinary course of business, none of which, singularly or in
the aggregate, have had or will have a DNA Sciences Material Adverse Effect; and

                 3.14.2.  DNA  Sciences  has  complied  with the  covenants  and
restrictions  set forth in Section 5 to the same extent as if this Agreement had
been executed on, and had been in effect since the Balance Sheet Date.

          3.15.  Compliance  With  Law.  The  business  and  activities  of  DNA
Sciences  have at all times been  conducted in  accordance  with its articles of
incorporation and by-laws and, to the best knowledge of each Shareholder and DNA
Sciences,  any applicable law, regulation,  ordinance,  order, license,  permit,
rule,  injunction or other  restriction or ruling of any court or administrative
or governmental  agency,  ministry,  or body,  except where the failure to do so
would not result in a DNA Sciences Material Adverse Effect.

          3.16.  Contingencies.   There  are  no  actions,   suits,   claims  or
proceedings  pending,  or, to the knowledge of DNA Sciences and each Shareholder
after reasonable investigation, threatened against, by or affecting DNA Sciences
in any court or before any arbitrator or governmental agency that may have a DNA
Sciences  Material  Adverse Effect or which could adversely  affect the right or
ability of DNA Sciences to consummate the transactions  contemplated  hereby. To
the knowledge of each Shareholder  after reasonable  investigation,  there is no
valid  basis upon which any such  action,  suit,  claim,  or  proceeding  may be
commenced or asserted against DNA Sciences.  There are no unsatisfied  judgments
against DNA Sciences and no consent  decrees or similar  agreements to which DNA
Sciences is subject and which could have a DNA Sciences Material Adverse Effect.

          3.17.  Material  Contracts.  There are no  contracts  of DNA  Sciences
which  involve  consideration  in excess of the  equivalent of $10,000 or have a
term  of  one   year  or  more   (collectively,   the   "Material   Contracts").


                                       10
<PAGE>


          3.18.  Insurance.  Schedule  3.18  contains  a  complete  list  of all
policies of insurance  presently  maintained by DNA Sciences,  all of which are,
and will be maintained  through the Closing Date, in full force and effect,  and
all premiums due thereon have been paid. DNA Sciences has received no notices of
cancellation with respect thereto. DNA Sciences has heretofore delivered to GVEC
or its  representatives a true, correct and complete copy of each such insurance
policy.

          3.19.  Employment  and Labor  Matters.  Schedule  3.19 sets  forth the
name,  position,  employment date, and current  compensation (base and bonus) of
each  employee of DNA  Sciences.  DNA Sciences is not a party to any  collective
bargaining  agreement  or  agreement  of  any  kind  with  any  union  or  labor
organization.  There  has not  been any  attempt  by any  union  or other  labor
organization to organize the employees of DNA Sciences at any time.

          3.20.  Environmental Matters. DNA Sciences is not in violation, in any
material respect, of any Environmental Law (as defined herein); DNA Sciences has
received  all  permits  and  approvals   with  respect  to  emissions  into  the
environment  and the proper  collection,  storage,  transport,  distribution  or
disposal of Wastes (as  defined  herein) and other  materials  required  for the
operation of its business at present operating  levels;  and DNA Sciences is not
liable or  responsible  for any clean up,  fines,  liability or expense  arising
under any  Environmental  Law,  as a result of the  disposal  of Wastes or other
materials in or on the property of DNA Sciences (whether owned or leased), or in
or on any other property,  including property no longer owned, leased or used by
DNA Sciences. As used herein, (a) "Environmental Laws" means, collectively,  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended,  the Superfund Amendments and Reauthorization Act of 1986, the Resource
Conservation and Recovery Act, the Toxic Substances Control Act, as amended, the
Clean  Air Act,  as  amended,  the  Clean  Water  Act,  as  amended,  any  other
"Superfund" or  "Superlien"  law or any other  federal,  or applicable  state or
local statute, law, ordinance, code, rule, regulation,  order or decree (foreign
or  domestic)  regulating,  relating  to, or imposing  liability or standards of
conduct  concerning,  Wastes,  or the  environment;  and (b) "Wastes"  means and
includes any hazardous,  toxic or dangerous waste, liquid, substance or material
(including  petroleum  products  and  derivatives),  the  generation,  handling,
storage,   disposal,   treatment   or  emission  of  which  is  subject  to  any
Environmental Law.

          3.21.  Inventories.  The amounts stated as inventories of DNA Sciences
on the DNA Sciences Financial Statements reflect fairly the products,  materials
and supplies and spare parts held by them on each respective date for its use or
for  sale to  customers.  The  inventory  shown  on the DNA  Sciences  Financial
Statements (i) represents items of a quality and quantity usable and saleable in
the ordinary course of business,  and (ii) conforms in all material  respects to
customary trade standards for such inventory in DNA Science's  current  markets.
The quantity and quality of the inventory of DNA Sciences as of the Closing Date
shall be the same as that  existing  as of the Balance  Sheet  Date,  except for
changes occurring in the ordinary course of business, none of which shall have a
DNA Sciences  Material Adverse Effect.  DNA Sciences has not given and shall not
give,  prior to the Closing Date, any express  written  warranty with respect to
any goods or products sold.


                                       11
<PAGE>


          3.22.  Receivables.  Except as set forth in Schedule  3.22,  all notes
receivable  and  accounts   receivable  shown  on  the  DNA  Sciences  Financial
Statements and all such  receivables now held by DNA Sciences were and are valid
and  collectible  obligations of the respective  makers thereof and were not and
are not  subject  to any  offset or  counterclaim;  except for a portion of such
receivables,  not to exceed the amount,  if any,  shown as the allowance for bad
debt on the  DNA  Sciences  Financial  Statements,  which  may  prove  not to be
collectible.

          3.23.  Agreements and Transactions with Related Parties. Except as set
forth in  Schedule  3.23,  DNA  Sciences  is not,  and since the date of the DNA
Sciences Balance Sheet has not been, a party to any contract,  agreement,  lease
or transaction  with, or any other  commitment  to, (i) a Shareholder,  (ii) any
person related by blood, adoption or marriage to Shareholder, (iii) any director
or officer of DNA Sciences, (iv) any corporation or other entity in which any of
the foregoing parties has, directly or indirectly,  at least five percent (5.0%)
beneficial  interest  in the capital  stock or other type of equity  interest in
such corporation or other entity, or (v) any partnership in which any such party
is a general  partner or a limited  partner  having a five  percent (5%) or more
interest  therein (any or all of the  foregoing  being  herein  referred to as a
"Related Party" and collectively as the "Related Parties"). Without limiting the
generality  of the  foregoing,  except as set  forth in  Schedule  3.23,  (A) no
Related Party, directly or indirectly, owns or controls any assets or properties
which are or have since the date of the DNA Sciences  Balance Sheet been used in
the business of DNA Sciences,  and (B) no Related Party, directly or indirectly,
engages in or has any  significant  interest in or connection with any business:
(1) which is or which,  since inception of DNA Sciences,  has been a competitor,
customer or supplier of, or has done business with,  DNA Sciences,  or (2) which
as of the date hereof sells or distributes  products or provides  services which
are similar or related to the products or services of DNA Sciences.

          3.24.  Full Disclosure.  No representation or warranty of DNA Sciences
or the Shareholders  contained in this Agreement,  and none of the statements or
information concerning DNA Sciences contained in this Agreement and the Exhibits
and  Schedules  hereto,  contains  or will  contain  any untrue  statement  of a
material fact nor will such representations, warranties, covenants or statements
taken as a whole omit a material fact required to be stated therein or necessary
in order to make the statements  therein,  in light of the  circumstances  under
which they were made, not misleading.

          3.25.  Acknowledgment  of  Receipt  of  Disclosure   Materials.   Each
Shareholder  has  received  and  reviewed  copies  of the  following  disclosure
documents   filed  by  GVEC  with  the   Securities   and  Exchange   Commission
(collectively,  the "SEC  Documents"):  (1) Reports on Form 10-QSB for the three
month period ended March 31, 1999, June 30, 1999 and September 30, 1999; and (2)
Annual Report on 10-KSB for the year ended December 31, 1998.

      4.  REPRESENTATIONS AND WARRANTIES OF GVEC.
          --------------------------------------

      To induce DNA Sciences and the  Shareholders  to enter into this Agreement
and to consummate the  transactions  contemplated  hereby,  GVEC  represents and
warrants to and covenants with DNA Sciences and the Shareholders as follows:


                                       12
<PAGE>


          4.1.   Organization.  GVEC is a corporation  duly  organized,  validly
existing and in good  standing  under the laws of the State of Florida.  GVEC is
entitled to own or lease its  properties  and to carry on its business as and in
the places where such business is now  conducted,  and GVEC is duly licensed and
qualified in all  jurisdictions  where the character of the property owned by it
or  the  nature  of  the  business  transacted  by  it  makes  such  license  or
qualification  necessary,  except  where  such  failure  would  not  result in a
material adverse effect on GVEC.

          4.2.   Capitalization and Related Matters.
                 ----------------------------------

                 4.2.1.   GVEC  has  authorized   capital  stock  consisting  of
100,000,000  shares  of common  stock,  $.001  par  value  per  share,  of which
3,199,843  shares were issued and  outstanding as of November 15, 1999. The GVEC
Shares will be, as of the Closing Date, duly and validly  authorized and issued,
and fully paid and  non-assessable,  and will be issued to the Shareholders free
of all Encumbrances, claims and liens whatsoever.

                 4.2.2.   Except as set forth in Form 10Q-SB for the three-month
period  ended  September  30,  1999 and  except as set forth on  Schedule  4.2.2
hereof,  GVEC does not have outstanding any securities  convertible into capital
stock,  nor any rights to subscribe  for or to purchase,  or any options for the
purchase  of,  or any  agreements  providing  for the  issuance  (contingent  or
otherwise) of, or any calls, commitments or claims of any character relating to,
its capital stock or securities convertible into its capital stock.

          4.3.   Execution; No Inconsistent Agreements; Etc.

                 4.3.1.   The execution  and delivery of this  Agreement and the
performance of the transactions  contemplated  hereby have been or will be prior
to the Closing  Date duly and validly  authorized  and approved by GVEC and this
Agreement is a valid and binding agreement of GVEC,  enforceable against GVEC in
accordance  with  its  terms,  except  as such  enforcement  may be  limited  by
bankruptcy  or similar laws  affecting  the  enforcement  of  creditors'  rights
generally, and the availability of equitable remedies.

                 4.3.2.   The execution  and delivery of this  Agreement by GVEC
does not, and the consummation of the transactions contemplated hereby will not,
constitute a breach or violation of the charter or by-laws of GVEC, or a default
under any of the terms,  conditions or provisions of (or an act or omission that
would give rise to any right of termination, cancellation or acceleration under)
any material note, bond, mortgage, lease, indenture,  agreement or obligation to
which GVEC is a party,  pursuant to which it otherwise receives benefits,  or by
which any of its properties may be bound.

          4.4.   Financial  Statements.  Prior to Closing, GVEC shall deliver to
DNA  Sciences  the audited  balance  sheets of GVEC as of December  31, 1998 and
December 31, 1997, and the audited  statement of income for the two fiscal years
ended  December  31, 1998 and 1997 and the three  months ended June 30, 1999 and
September 30, 1999  (collectively,  the "GVEC Financial  Statements").  The GVEC
Financial  Statements have been prepared in accordance  with GAAP,  applied on a
consistent  basis (except that the  unaudited  statements do not contain all the
disclosures  required by GAAP).  Since  September  30,  1999,  there has been no
material  adverse  change  in the  assets or  liabilities,  in the  business  or
condition, financial or otherwise, of the GVEC, or in its results of operations.


                                       13
<PAGE>


          4.5.   Liabilities. GVEC has no material debt, liability or obligation
of any kind,  whether  accrued,  absolute,  contingent or otherwise,  except (i)
those reflected on the GVEC Financial  Statements,  including the notes thereto,
and (ii) the  liabilities  incurred in the  ordinary  course of  business  since
September 30, 1999.

          4.6.   Contingencies.   There  are  no  actions,   suits,   claims  or
proceedings  pending  or,  to  GVEC's  knowledge,  threatened,  against,  by  or
affecting  GVEC in any court or before any  arbitrator  or  governmental  agency
which could have a material adverse effect on GVEC or which could materially and
adversely affect the right or ability of the GVEC to consummate the transactions
contemplated  hereby.  To the  knowledge  of GVEC,  there is no valid basis upon
which any such action,  suit,  claim or proceeding  may be commenced or asserted
against the GVEC. There are no unsatisfied judgments against GVEC and no consent
decrees or similar  agreements  to which GVEC is subject  and which could have a
material  adverse effect on GVEC or which could  materially and adversely affect
the right or ability of the GVEC to  consummate  the  transactions  contemplated
hereby.  GVEC's  operations are contingent upon its ability to obtain additional
financing.  Additional  information  related to GVEC's financing is contained in
its 10-QSB for the three months ended September 30, 1999.

          4.7.   Full  Disclosure.   No   representation  or  warranty  of  GVEC
contained  in  this  Agreement,  and  none  of  the  statements  or  information
concerning GVEC contained in this Agreement and the Schedules,  contains or will
contain any untrue  statement of a material fact nor will such  representations,
warranties,  covenants  or  statements  taken as a whole  omit a  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.

      5.  CONDUCT OF BUSINESS OF DNA SCIENCES PENDING CLOSING.
          ---------------------------------------------------

          5.1.   DNA  Sciences  and the  Shareholders  covenant  and agree that,
between the date hereof and the Closing Date, the business of DNA Sciences shall
be conducted only in the ordinary course and consistent with past practice.

          5.2.   No Material  Changes.  Except as  contemplated  in this Section
5.2, DNA Sciences shall not materially alter its  organization,  capitalization,
or financial structure, practices or operations. Without limiting the generality
of the foregoing:

                    (a)   no   change   shall  be  made  in  the   articles   of
incorporation or by-laws of DNA Sciences;

                    (b)   no change  shall be made in the  authorized  or issued
capital stock of DNA Sciences;

                    (c)   DNA  Sciences  shall  not  issue or grant any right or
option to  purchase  or  otherwise  acquire  any of its  capital  stock or other
securities;


                                       14
<PAGE>


                    (d)   no dividend or other  distribution or payment shall be
declared or made with respect to any of the capital stock of DNA Sciences; and

                    (e)   no change  shall be made which  affects DNA  Science's
banking arrangements.

          5.3.   Compensation.  No increase shall be made in the compensation or
employee  benefits  payable  or to  become  payable  to any  director,  officer,
employee or agent of DNA Sciences, and no bonus or profit-share payment or other
arrangement  (whether  current  or  deferred)  shall be made to or with any such
director,  officer, employee or agent, except in the ordinary course of business
and consistent with prior practices.

          5.4.   Notification.  Each  party  to this  Agreement  shall  promptly
notify the other parties in writing of the occurrence, or threatened occurrence,
of any event that would  constitute a breach or  violation of this  Agreement by
any  party or that  would  cause  any  representation  or  warranty  made by the
notifying party in this Agreement to be false or misleading in any respect.  The
Shareholders  shall promptly  notify GVEC of any event of which any  Shareholder
obtains knowledge which could have a Material Adverse Effect.

      6.  CONDITIONS TO OBLIGATIONS OF ALL PARTIES.
          ----------------------------------------

      The  obligation  of the  parties  hereto to  consummate  the  transactions
contemplated by this Agreement are subject to the satisfaction, on or before the
Closing, of each of the following conditions;  any or all of which may be waived
in whole or in part by the joint agreement of the parties hereto:

          6.1.   Absence of  Actions.  No action or  proceeding  shall have been
brought or threatened before any court or  administrative  agency to prevent the
consummation  or  to  seek  damages  in a  material  amount  by  reason  of  the
transactions  contemplated  hereby,  and no  governmental  authority  shall have
asserted  that  the  within  transactions  (or  any  other  pending  transaction
involving GVEC, the Shareholders or DNA Sciences when considered in light of the
effect of the within  transactions)  shall constitute a violation of law or give
rise to material  liability  on the part of the  Shareholders,  DNA  Sciences or
GVEC.

          6.2.   Consents.  The parties shall have received from any  suppliers,
lessors, lenders, lien holders or governmental  authorities,  bodies or agencies
having jurisdiction over the transactions contemplated by this Agreement, or any
part hereof,  such consents,  authorizations  and approvals as are necessary for
the consummation  hereof,  including  without  limitation the consents listed on
Schedule 6.2.


                                       15
<PAGE>


      7.  CONDITIONS TO OBLIGATIONS OF GVEC.
          ---------------------------------

      All  obligations of GVEC to consummate the  transactions  contemplated  by
this Agreement are subject to the fulfillment and satisfaction of each and every
of the following  conditions on or prior to the Closing, any or all of which may
be waived in whole or in part by GVEC:

          7.1.   Representations   and  Warranties.   The   representations  and
warranties  contained  in Section 3 of this  Agreement  and in any  certificate,
instrument,  schedule,  agreement or other writing  delivered by or on behalf of
DNA  Sciences  or  the   Shareholders  in  connection   with  the   transactions
contemplated  by this  Agreement  shall be true,  correct  and  complete  in all
material respects (except for  representations and warranties which are by their
terms qualified by materiality, which shall be true, correct and complete in all
respects)  as of the date when made and shall be deemed to be made  again at and
as of the Closing Date and shall be true, correct and complete at and as of such
time in all material respects (except for  representations  and warranties which
are by their terms  qualified by materiality,  which shall be true,  correct and
complete in all respects).

          7.2.   Compliance with Agreements and Conditions. DNA Sciences and the
Shareholders shall have performed and complied with all material  agreements and
conditions  required by this  Agreement to be performed or complied with by them
prior to or on the Closing Date.

          7.3.   Absence of Material Adverse Changes. No material adverse change
in the business, assets, financial condition, or prospects of DNA Sciences shall
have  occurred,   no  substantial  part  of  the  assets  of  DNA  Sciences  not
substantially  covered by  insurance  shall have been  destroyed  due to fire or
other  casualty,  and no event shall have occurred  which has had or will have a
DNA Sciences Material Adverse Effect..

          7.4.   Certificate of DNA Sciences and Shareholders.  DNA Sciences and
the Shareholders shall have executed and delivered, or caused to be executed and
delivered, to GVEC one or more certificates,  dated the Closing Date, certifying
in  such  detail  as  GVEC  may  reasonably   request  to  the  fulfillment  and
satisfaction of the conditions specified in Sections 7.1 through 7.3 above.

      8.  CONDITIONS TO OBLIGATIONS OF THE SHAREHOLDERS.
          ---------------------------------------------

      All of the obligations of the  Shareholders to consummate the transactions
contemplated by this Agreement are subject to the  fulfillment and  satisfaction
of each and every of the following conditions on or prior to the Closing, any or
all of which may be waived in whole or in part, by the Shareholders:

          8.1.   Representations   and  Warranties.   The   representations  and
warranties  contained  in Section 4 of this  Agreement  and in any  certificate,
instrument,  schedule,  agreement or other writing  delivered by or on behalf of
GVEC in connection with the transactions contemplated by this Agreement shall be
true and  correct in all  material  respects  (except  for  representations  and


                                       16
<PAGE>


warranties  which are by their terms  qualified by  materiality,  which shall be
true,  correct and complete in all respects) when made and shall be deemed to be
made  again at and as of the  Closing  Date and  shall be true at and as of such
time in all material respects (except for  representations  and warranties which
are by their terms  qualified by materiality,  which shall be true,  correct and
complete in all respects).

          8.2.   Compliance  with  Agreements  and  Conditions.  GVEC shall have
performed and complied with all material  agreements and conditions  required by
this  Agreement  to be  performed  or  complied  with by GVEC prior to or on the
Closing Date.

          8.3.   Absence of Material Adverse Changes. No material adverse change
in the business,  assets,  financial condition, or prospects of GVEC, taken as a
whole, shall have occurred,  no substantial part of the assets of GVEC, taken as
a whole,  shall have been destroyed due to fire or other casualty,  and no event
shall have occurred which has had, or will have a material adverse effect on the
business, assets, financial condition or prospects of GVEC and its subsidiaries,
taken as a whole.

          8.4.   Compliance  with Section 3.25. GVEC shall have delivered to the
Shareholders copies of documents set forth in Section 3.25 hereof.

          8.5.   Certificate   of  GVEC.   GVEC  shall  have  delivered  to  the
Shareholders  a  certificate,  executed  by an  executive  officer and dated the
Closing  Date,  certifying  in such  detail as counsel for the  Shareholder  may
reasonably  request  to the  fulfillment  and  satisfaction  of  the  conditions
specified in Sections 8.1 through 8.4 above.

      9.  INDEMNIFICATION.
          ---------------

          9.1.   Indemnification  by Shareholders  and DNA Sciences.  Subject to
Section 9.5, the Shareholders and DNA Sciences (hereinafter  collectively called
the  "Indemnitor")  shall  jointly  and  severally  defend,  indemnify  and hold
harmless  GVEC,  its  direct  and  indirect  parent  corporations,  subsidiaries
(including  DNA  Sciences  after  Closing)  and   affiliates,   their  officers,
directors,  employees and agents (hereinafter collectively called "Indemnitees")
against and in respect of any and all loss, damage,  liability,  fine,  penalty,
cost and  expense,  including  reasonable  attorneys'  fees and amounts  paid in
settlement  (collectively,  "Indemnified  Losses"),  suffered or incurred by any
Indemnitee by reason of, or arising out of:

                    (a)   any misrepresentation, breach of warranty or breach or
non-fulfillment of any agreement of any Shareholder or DNA Sciences contained in
this Agreement or in any certificate, schedule, instrument or document delivered
to GVEC by or on behalf of the  Shareholders  or DNA  Sciences  pursuant  to the
provisions of this Agreement (without regard to materiality thresholds contained
therein); and

                    (b)   any   liabilities   of  DNA  Sciences  of  any  nature
whatsoever (including tax liability,  penalties and interest),  whether accrued,
absolute,  contingent  or  otherwise,  (i)  existing  as of the  date of the DNA
Sciences  Balance  Sheet,  and required to be shown therein in  accordance  with
GAAP,  to the  extent  not  reflected  or  reserved  against  in full in the DNA


                                       17
<PAGE>


Sciences  Balance Sheet;  or (ii) arising or occurring  between the DNA Sciences
Balance Sheet Date and the Closing Date,  except for liabilities  arising in the
ordinary  course of business,  none of which shall have a DNA Sciences  Material
Adverse Effect.

          9.2.   Indemnification   by  GVEC.   Subject  to  Section  9.5,   GVEC
(hereinafter called the "Indemnitor") shall defend,  indemnify and hold harmless
each Shareholder and DNA Sciences  (hereinafter called "Indemnitee") against and
in respect of any and all loss, damage, liability,  cost and expense,  including
reasonable  attorneys'  fees  and  amounts  paid  in  settlement  (collectively,
"Indemnified  Losses"),  suffered  or  incurred  by  Indemnitee  by reason of or
arising out of:

                    (a)   any misrepresentation, breach of warranty or breach or
non-fulfillment of any material agreement of GVEC contained in this Agreement or
in any other  certificate,  schedule,  instrument  or document  delivered to the
Shareholders  by or on  behalf  of  GVEC  pursuant  to the  provisions  of  this
Agreement; and

                    (b)   any  liabilities of any nature  whatsoever  (including
tax liability, penalties and interest), whether accrued, absolute, contingent or
otherwise,  arising from GVEC's  ownership  or  operation of DNA Sciences  after
Closing,  but  only so long as such  liability  is not the  result  of an act or
omission, of DNA Sciences, or any Shareholder occurring prior to Closing.

          9.3.   Defense of Claims.
                 -----------------

                 9.3.1.   Should  any  claim or action  by a third  party  arise
after the Closing Date for which an Indemnitor is liable under the terms of this
Agreement,  the Indemnitee  shall notify  Indemnitor  within ten (10) days after
such  claim or action  arises  and is known to  Indemnitee,  and shall  give the
Indemnitor a reasonable  opportunity to participate  in any  proceedings  and to
settle or defend any such  claim or action.  The  expenses  of all  proceedings,
contests or lawsuits  with  respect to such claims or actions  shall be borne by
the Indemnitor.  If the Indemnitor wishes to assume the defense of such claim or
action,  the Indemnitor shall give written notice to the Indemnitees  within ten
(10) days after  notice from the  Indemnitees  of such claim or action,  and the
Indemnitor shall  thereafter  assume the defense of any such claim or liability,
through  counsel  reasonably  satisfactory  to the  Indemnitees,  provided  that
Indemnitees  may  participate  in such  defense  at their own  expense,  and the
Indemnitor  shall,  in any event,  have the right to control  the defense of the
claim or action.

                 9.3.2.   If the Indemnitor  shall not assume the defense of, or
if after so  assuming  it shall  fail to defend,  any such claim or action,  the
Indemnitees  may defend  against any such claim or action in such manner as they
may deem  appropriate and the Indemnitees may settle such claim or litigation on
such  terms  as they  may  deem  appropriate  but  subject  to the  Indemnitor's
approval, such approval not to be unreasonably withheld; provided, however, that
any such settlement shall be deemed approved by the Indemnitor if the Indemnitor
fails to object thereto,  by written notice to the  Indemnitees,  within fifteen
(15)  days  after  the  Indemnitor's  receipt  of  a  written  summary  of  such


                                       18
<PAGE>


settlement.  The Indemnitor  shall promptly  reimburse the  Indemnitees  for the
amount of all expenses,  legal and  otherwise,  incurred by the  Indemnitees  in
connection with the defense and settlement of such claim or action.

                 9.3.3.   If a  non-appealable  judgment is rendered against any
of the Indemnitees in any action covered by the  indemnification  hereunder,  or
any lien attaches to any of the assets of any of the Indemnitees, the Indemnitor
shall  immediately  upon such entry or  attachment  pay such judgment in full or
discharge such lien unless,  at the expense and direction of the Indemnitor,  an
appeal is taken under which the execution of the judgment or satisfaction of the
lien is stayed. If and when a final judgment is rendered in any such action, the
Indemnitor  shall  forthwith pay such judgment or discharge such lien before any
of the Indemnitees is compelled to do so.

          9.4.   Waiver.  The failure of any Indemnitee to give any notice or to
take any action  hereunder  shall not be deemed a waiver of any of the rights of
such  Indemnitee  hereunder,  except to the extent that  Indemnitor  is actually
prejudiced by such failure.

          9.5.   Limitations on Indemnification. Notwithstanding anything to the
contrary contained in this Agreement:

                 9.5.1.   Time   Limitation.   No  party  shall  be  responsible
hereunder for any  Indemnified  Loss unless the  Indemnitee  shall have provided
such party with written notice containing a reasonable description of the claim,
action or circumstances giving rise to such Indemnified Loss within one (1) year
after the Closing Date (the "Indemnity Notice Period"); provided, however, that:

                    (a)   there shall be no limit on the Indemnity Notice Period
for indemnity claims: (i) against Shareholders for Indemnified Losses arising or
resulting from a breach of a representation or warranty of Shareholders relating
to  Environmental  Laws, Taxes or any liability of DNA Sciences arising prior to
the Closing and relating to the handling or disposal of Wastes or the failure to
comply with any  Environmental  Law;  and (ii) against any party based on fraud,
intentional breach or misrepresentation.

                 9.5.2.   Caps  on  Losses.  The  aggregate   liability  of  the
Shareholders after Closing for Indemnified Losses shall not exceed the aggregate
GVEC Common Stock issued to the Shareholders,  with each Shareholder's  share of
the aggregate liability limited to GVEC Common Stock issued to such Shareholder.
In the  event  of a claim  of  liability,  the  value  of such  shares  shall be
determined  based on the average  closing price of the GVEC Common Stock for the
ten (10) day period prior to the  determination of the amount of the Indemnified
Loss. The aggregate liability of GVEC after Closing for Indemnified Losses shall
not exceed an amount equal to the Purchase Price.

                 9.5.3.   Indemnification   Basket.  No  party  shall  have  any
liability  hereunder for  Indemnified  Losses after  Closing,  with respect to a
breach  of the  representations  and  warranties  contained  herein,  until  the
aggregate of all Indemnified  Losses for which the Shareholders and DNA Sciences
as a group or GVEC, as applicable,  are responsible under this Agreement exceeds
$50,000 (the  "Basket");  provided  that once this Basket amount is exceeded for


                                       19
<PAGE>


the  Shareholders  and DNA  Sciences  as a group or  GVEC,  as  applicable,  the
responsible  party or parties shall be responsible for all  Indemnified  Losses,
from the first dollar as if such Basket never existed; and further provided that
this Section 9.5.3 shall not limit in any respect  indemnity  claims:  (i) based
upon fraud, intentional breach or misrepresentation;  (ii) arising from a breach
by the Indemnitor of any covenant  contained in Sections 2.2 and 2.3 hereof;  or
(iii)  arising  from a  breach  by the  Shareholders  of any  representation  or
warranty contained in Section 3.2 hereto.

      10. TERMINATION.
          -----------

          10.1.  Termination. This Agreement may be terminated at any time on or
prior to the Closing:

                    (a)   By mutual consent of the parties hereto; or

                    (b)   At the election of GVEC if: (i) a  Shareholder  or DNA
Sciences  has  breached  or  failed  to  perform  or  comply  with  any of their
representations,  warranties,  covenants or obligations under this Agreement; or
(ii)  any of  the  conditions  precedent  set  forth  in  Section  6 or 7 is not
satisfied as and when required by this  Agreement;  or (iii) the Closing has not
been consummated by January 31, 2000; or

                    (c)   At the election of the  Shareholders  if: (i) GVEC has
breached  or  failed  to  perform  or  comply  with any of its  representations,
warranties,  covenants or obligations  under this Agreement;  or (ii) any of the
conditions  precedent  set forth in Section 6 or 8 is not  satisfied as and when
required by this Agreement;  or (iii) if the Closing has not been consummated by
January 31, 2000.

          10.2.  Manner  and  Effect  of  Termination.  Written  notice  of  any
termination ("Termination Notice") pursuant to this Section 10 shall be given by
the party electing  termination of this Agreement  ("Terminating  Party") to the
other party or parties  (collectively,  the "Terminated Party"), and such notice
shall  state  the  reason  for  termination.  The  party  or  parties  receiving
Termination  Notice  shall  have a period  of ten (10)  days  after  receipt  of
Termination  Notice to cure the matters  giving rise to such  termination to the
reasonable  satisfaction of the Terminating Party. If the matters giving rise to
termination are not cured as required hereby, this Agreement shall be terminated
effective  as of the close of business  on the tenth  (10th) day  following  the
Terminated  Party's  receipt of  Termination  Notice.  Upon  termination of this
Agreement  prior to the  consummation  of the Closing and in accordance with the
terms hereof, this Agreement shall become void and of no effect, and none of the
parties  shall have any liability to the others,  except that nothing  contained
herein shall relieve any party from: (i) its obligations  under Sections 2.2 and
2.3;  or  (ii)  liability  for its  intentional  breach  of any  representation,
warranty or covenant contained herein, or its intentional failure to comply with
the terms  and  conditions  of this  Agreement  or to  perform  its  obligations
hereunder.


                                       20
<PAGE>


      11. MISCELLANEOUS.
          -------------

          11.1.  Notices.

                 11.1.1.  All    notices,    requests,    demands,    or   other
communications  required or permitted hereunder shall be in writing and shall be
deemed to have been duly given upon  delivery if  delivered in person or if sent
by Federal  Express (or similar  recognized  overnight  courier  service) to the
parties at the following addresses:


             If to Shareholders:     To the addresses contained on the
                                     signatures page of this Agreement

             With a copy to:         William R. Soderstrom, Esq.
                                     622 North Water Street
                                     Suite 500
                                     Milwaukee, Wisconsin  53202-4978

             If to the GVEC:         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 Blvd.
                                     Suite 2000, Miami Center
                                     Miami, Florida  33131

                 11.1.2.  Notices  may  also  be  given  in  any  other   manner
permitted  by law,  effective  upon  actual  receipt.  Any party may  change the
address to which  notices,  requests,  demands or other  communications  to such
party shall be delivered or mailed by giving notice thereof to the other parties
hereto in the manner provided herein.

          11.2.  Survival.  The  representations,   warranties,  agreements  and
indemnifications  of the parties  contained in this  Agreement or in any writing
delivered  pursuant  to the  provisions  of this  Agreement  shall  survive  any
investigation  heretofore or hereafter made by the parties and the  consummation
of the  transactions  contemplated  herein and shall  continue in full force and
effect and survive after the Closing, subject to the limitations of Section 9.5.

          11.3.  Counterparts; Interpretation. This Agreement may be executed in
any number of counterparts,  each of which shall be deemed an original,  and all
of which shall  constitute one instrument.  This Agreement  supersedes all prior
discussions  and  agreements  between  the parties  with  respect to the subject
matter hereof,  and this Agreement  contains the sole and entire agreement among
the parties  with  respect to the matters  covered  hereby.  All  Schedules  and
Exhibits hereto shall be deemed a part of this  Agreement.  This Agreement shall
not be altered or amended except by a written  instrument signed by or on behalf
of all of the parties  hereto.  No  ambiguity in any  provision  hereof shall be
construed  against a party by reason of the fact it was drafted by such party or
its  counsel.  For  purposes of this  Agreement  "herein,"  "hereby,"  "hereof,"
"hereunder,"  "herewith,"  "hereafter" and "hereinafter" and similar words refer


                                       21
<PAGE>


to this  Agreement in its  entirety,  and not to any  particular  subsection  or
paragraph.  References  to  "including"  means  including  without  limiting the
generality of any description  preceding such term. Nothing expressed or implied
in this Agreement is intended, or shall be construed, to confer upon or give any
person other than the parties  hereto any rights or remedies  under or by reason
of this Agreement.

          11.4.  Governing Law. The validity and effect of this Agreement  shall
be governed by and  construed  and enforced in  accordance  with the laws of the
State of Florida, without regard to principles of conflicts of laws thereof.

          11.5.  Partial   Invalidity   and   Severability.   All   rights   and
restrictions  contained  herein may be  exercised  and shall be  applicable  and
binding only to the extent that they do not violate any applicable  laws and are
intended to be limited to the extent  necessary to render this Agreement  legal,
valid and  enforceable.  If any terms of this  Agreement  not  essential  to the
commercial  purpose of this  Agreement  shall be held to be illegal,  invalid or
unenforceable by a court of competent  jurisdiction,  it is the intention of the
parties that the remaining  terms hereof shall  constitute  their agreement with
respect to the subject matter hereof and all such  remaining  terms shall remain
in full  force and  effect.  To the extent  legally  permissible,  any  illegal,
invalid or  unenforceable  provision  of this  Agreement  shall be replaced by a
valid  provision  which will  implement the  commercial  purpose of the illegal,
invalid or unenforceable provision.

          11.6.  Waiver.  Any term or condition of this  Agreement may be waived
at any time by the party which is entitled to the benefit  thereof,  but only if
such waiver is  evidenced by a writing  signed by such party.  No failure on the
part of a party hereto to exercise, and no delay in exercising, any right, power
or remedy created  hereunder,  shall operate as a waiver thereof,  nor shall any
single or  partial  exercise  of any  right,  power or remedy by any such  party
preclude any other future  exercise  thereof or the exercise of any other right,
power or  remedy.  No waiver by any party  hereto to any breach of or default in
any term or condition of this Agreement  shall  constitute a waiver of or assent
to any  succeeding  breach  of or  default  in the  same  or any  other  term or
condition hereof.

          11.7.  Headings.  The headings as to contents of particular paragraphs
of this Agreement are inserted for  convenience  only and shall not be construed
as a part of this  Agreement  or as a  limitation  on the  scope of any terms or
provisions of this Agreement.

          11.8.  Expenses.  Except as otherwise  expressly  provided herein, all
legal and other costs and expenses  incurred in connection  with this  Agreement
and  the  transactions  contemplated  hereby  shall  be  paid  by  GVEC  or  the
Shareholders as each party incurs such expenses, and none of such expenses shall
be charged to or paid by DNA Sciences.

          11.9.  Finder's  Fees.  GVEC  represents to the  Shareholders  that no
broker,  agent, finder or other party has been retained by it in connection with
the  transactions  contemplated  hereby and that no other fee or commission  has
been  agreed  by the  GVEC  to be paid  for or on  account  of the  transactions
contemplated hereby. The Shareholders  represent to GVEC that no broker,  agent,
finder or other  party has been  retained  by  Shareholders  or DNA  Sciences in
connection  with the transactions  contemplated  hereby and that no other fee or


                                       22
<PAGE>


commission has been agreed by the Shareholders or DNA Sciences to be paid for or
on account of the transactions contemplated hereby.

          11.10. Gender.  Where the context  requires,  the use of the  singular
form herein shall  include the plural,  the use of the plural shall  include the
singular, and the use of any gender shall include any and all genders.

          11.11. Acceptance by Fax. This Agreement shall be accepted,  effective
and  binding,  for  all  purposes,  when  the  parties  shall  have  signed  and
transmitted to each other,  by telecopier or otherwise,  copies of the signature
pages hereto.

          11.12. Attorneys'  Fees.  In the  event  of any  litigation  or  other
proceeding  arising out of or in connection with this Agreement,  the prevailing
party or parties shall be entitled to recover its or their reasonable attorneys'
fees and court costs from the other party or parties.

          11.13. NO JURY TRIAL.  EACH OF THE PARTIES  HERETO  HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN
CONNECTION  WITH THIS AGREEMENT AND ANY DOCUMENT  CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION  HEREWITH, OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(WHETHER  VERBAL OR  WRITTEN)  OR  ACTIONS  OF ANY PARTY.  THIS  PROVISION  IS A
MATERIAL INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.

      IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Stock  Purchase
Agreement or caused this Stock  Purchase  Agreement to be duly executed by their
duly authorized officers as of the date first above written.

                                           GENETIC VECTORS, INC.

                                           By:____________________________
                                           Name:__________________________
                                           Title:_________________________


                                           DNA SCIENCES, INC.

                                           By:____________________________
                                           Name:__________________________
                                           Title:_________________________



                                       23
<PAGE>


                                           SHAREHOLDERS:

____________________________________       _______________________________
Address:____________________________       Address:_______________________
____________________________________       _______________________________
____________________________________       _______________________________



____________________________________       _______________________________
Address:____________________________       Address:_______________________
____________________________________       _______________________________
____________________________________       _______________________________




                                       24
<PAGE>


                                   SCHEDULE A
                                   ----------


--------------------------------------------------------------------------------
             SHAREHOLDER                                NUMBER OF SHARES
--------------------------------------------------------------------------------
             ERIC WILKINSON                                      300,000

             JEROME STREIFEL                                     300,000

             RICHARD H. TULLIS                                   300,000

             DANIEL COOK                                         100,000



<PAGE>


                                 SCHEDULE 4.2.2
                                 --------------



Common Stock Purchase Warrant W-13 issued to Sterling Partners Technology, Ltd.
on December 21, 1999, for 30,000 shares at a purchase price of $3.00 per share

Common Stock Purchase Warrant W-14 issued to Orbiter Fund, Ltd. on December 21,
1999, for 120,000 shares at a purchase price of $1.00 per share