EXHIBIT 10.45
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                                 PROMISSORY NOTE
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$250,000                                                   February ___, 2000

      1.  AMOUNT;  MATURITY.  FOR  VALUE  RECEIVED,  the  undersigned,  GENETIC
VECTORS,  INC.,  a Florida  corporation  (the  "MAKER"),  promises to pay to THE
ORBITER  FUND,  LTD.  (the  "HOLDER"),  the  principal  sum of Two Hundred Fifty
Thousand  Dollars  ($250,000),  which principal sum shall mature on May 22, 2000
and shall bear simple interest at the rate set forth herein.

      2.  INTEREST.  Interest  shall  accrue  as of the date of this Note at the
simple interest rate of twelve percent (12%) per annum which rate shall increase
one percent (1%) on the nineteenth  (19th) day of each month that any portion of
this Note remains  unpaid  commencing on May 22, 2000, up to the maximum  amount
permitted  by law. All accrued but unpaid  interest  shall be due and payable on
April 22, 2000.

      3.  MODE OF PAYMENT. All payments of principal and interest due under this
Note shall be made in legal tender in the United States of America and delivered
to the Holder at or, at the option of the  Holder,  in such other  manner and at
such other place as the Holder shall have designated to the Maker in writing.

      4.  SECURITY. The Maker's obligations  hereunder are secured by a security
interest granted to the Holder pursuant to a Pledge and Security Agreement dated
as of even date herewith, by and between the parties hereto.


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      5.  PREPAYMENT.

          (a) This Note may be voluntarily prepaid,  without penalty or premium,
in whole or in part,  at any time and from  time to time.  Any  prepayment  must
include all accrued interest on the principal being prepaid, through the date of
prepayment.

          (b)  Notwithstanding  anything contained herein to the contrary,  this
Note shall be mandatorily prepaid in the event that the Maker closes an offering
of its  capital  stock,  whether  through  one or  more  private  placements  or
secondary public  offerings,  in which the Maker raises gross proceeds from such
transaction or transactions of at least $4,000,000.

      6.  ACCELERATION  UPON  EVENT OF DEFAULT.  This Note may be accelerated at
the  option  of the  Holder,  upon the  occurrence  of any event of  default  as
described  below:

          (a) any  default,  whether  in whole or in  part,  shall  occur in the
payment to the Holder of principal,  interest or other item  comprising the Note
as and when due which  shall  continue  for a period of ten (10) days  after the
receipt of written notice thereof by the Maker;

          (b) the Maker shall (1) make a general  assignment  for the benefit of
its  creditors,  (2) apply for or  consent  to the  appointment  of a  receiver,
trustee,  assignee,  custodian sequestrator,  liquidator or similar official for
itself or any of its assets and  properties,  (3) commence a voluntary  case for
relief as a debtor under the United  States  Bankruptcy  Code,  (4) file with or
otherwise  submit to any  governmental  authority any petition,  answer or other
document seeking (A) reorganization, (B) an arrangement with creditors or (C) to
take  advantage  of any  other  present  or  future  applicable  law  respecting
bankruptcy,  reorganization,   insolvency,  readjustment  of  debts,  relief  of
debtors,  dissolution or liquidation, (5) file or otherwise submit any answer or
other  document  admitting or failing to contest the material  allegations  of a
petition  or other  document  filed or  otherwise  submitted  against  it in any
proceeding  under any such  applicable  law, or (6) be adjudicated a bankrupt or
insolvent by a court of competent jurisdiction; or

          (c) any case,  proceeding  or other action shall be commenced  against
the Maker for the purpose of effecting, or an order, judgment or decree shall be
entered by any court of competent  jurisdiction  approving (in whole or in part)
anything specified in Section 6(b) hereof, or any receiver,  trustee,  assignee,
custodian,  sequestrator,  liquidator or other  official shall be appointed with
respect to the Maker, or shall be appointed to take or shall  otherwise  acquire
possession or control of all or a substantial  part of the assets and properties
of the Maker, and any of the foregoing shall continue unstayed and in effect for
any period of ninety (90) days.

      7.  DELAY IN  EXERCISE  OF  RIGHTS.  No delay on the part of the Holder in
exercising  any of its  options,  powers or  rights  nor any  partial  or single
exercise of its options, power or rights shall constitute a waiver thereof or of
any other option, power or right, and no waiver on the part of the Holder of any
of its options,  powers or rights shall constitute a waiver of any other option,
power or right.

      8.  WAIVER OF PRESENTMENT.  The  Maker  hereby  waives   presentment   for
payment,  dishonor,  protest,  notice of  protest and any demand whatsoever with
respect to this Note.

      9.  MAXIMUM INTEREST  LIMITATIONS.  After this Note becomes due, at stated
maturity or on  acceleration,  any unpaid balance hereof shall  thereafter  bear
interest  until paid at a rate of sixteen  percent  (16%)  simple  interest  per
annum,  but such interest rate shall not exceed at any time the maximum interest
rate allowable under applicable state usury laws.

      10. GOVERNING LAW.

          (a)  This  Note  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 (1) agree


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that any legal  suit,  action or  proceeding  arising out of or relating to this
note shall be instituted only in a Federal or state court in Miami-Dade  County,
Florida,  (2) waive any  objection  which they may now or hereafter  have to the
laying of the venue of any such suit, action or proceeding,  including,  without
limitation,  any  objection  based  on  the  assertion  that  such  venue  is an
inconvenient  forum  and (3)  irrevocably  submit  to the  jurisdiction  of such
Federal or state court in Miami-Dade County, Florida in any such suit, action or
proceeding.  All  parties  hereto  agree that the  mailing of any process in any
suit,  action or proceeding.  in accordance  with the notice  provisions of this
Note shall constitute personal service thereof.

          (b) THE MAKER  HEREBY  WAIVES  ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING RELATED IN ANY WAY TO THIS NOTE.


      11. NOTICES. All notices or other communications  required or permitted to
be given  pursuant to this Note shall be in writing and shall be  considered  as
duly given on (a) the date of delivery,  if delivered in person or by nationally
recognized  overnight  delivery  service or (b) five (5) days  after  mailing if
mailed by certified  mail,  return  receipt  requested to the party  entitled to
receive  the same,  if to the  Holder,  at his or its  address  on the books and
records of the Maker, and if to the Maker, to Genetic  Vectors,  Inc., 5201 N.W.
77th Avenue,  Suite 100, Miami, Florida 33166,  Attention:  Mead M. McCabe, Jr.,
with a copy to Kirkpatrick & Lockhart LLP, Miami Center - 20th Floor,  201 South
Biscayne Boulevard, Miami, Florida 33131, Attention: Clayton E. Parker, Esq. Any
party may change its address by giving notice to the other party stating its new
address.  Commencing  on the tenth  (10th) day after the giving of such  notice,
such newly  designated  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 Note.


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      12. AMENDMENT.  This Note  shall not be amended  without the prior written
consent of the Holder and the Maker.

                                        GENETIC VECTORS, INC.



                                        By:___________________________________
                                        Its:__________________________________