EXHIBIT 10.39
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                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


      THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of November
19, 1999,  by and between  GENETIC  VECTORS,  INC., a Florida  corporation  (the
"Company"),   and  THE  ORBITER   FUND,   LTD.,  a  _______   __________________
("Orbiter").

      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 Orbiter.

          (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 Orbiter in connection with the exercise of the Common Stock Purchase
Warrant No. W-9 (the  "Warrant") of even date  herewith  given by the Company to
Orbiter  or any new  warrant  given to  Orbiter  pursuant  to the  terms of such
warrant.

      2.  DEMAND REGISTRATION.

          (a)  At any time  following  the  exercise of the Warrant and prior to
the  Registration  of  all of the  Warrant  Shares,  and  subject  to the  other
provisions  of this  Agreement,  Orbiter  shall have the right,  exercisable  by
making a written request (the "Registration  Request") to the Company, to demand
that the  Company  effect the  Registration  of any  Registrable  Securities  in
accordance  with the  provisions  of the Act.  Upon receipt of the  Registration
Request,  the Company  shall be  obligated to register  each of the  Registrable
Securities beneficially owned by Orbiter in the manner set forth in Section 2(b)
hereof.  Any  provision  herein to the  contrary  notwithstanding,  the right to
demand  Registration  pursuant  to this  Section 2 shall be  limited  to one (1)
Registration demand. A right to demand Registration hereunder shall be deemed to
have been  exercised and all of the Company's  demand  Registration  obligations
hereunder shall be deemed to be fully satisfied when the registration  statement
filed on account of such exercise has been declared effective by the Commission.

          (b)  Following receipt of the Registration Request pursuant to Section
2(a) hereof,  the Company  shall (i) file within  ninety (90) days  thereafter a
registration  statement on the appropriate  form under the Act for the shares of


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Common  Stock that the  Company  has been  requested  to  Register;  (ii) if the
applicable  Offering  is pursuant to an  underwriting  agreement,  enter into an
underwriting  agreement in such form as said managing or sole underwriter  shall
require (which must only contain terms and conditions customary for offerings of
equity securities of entities with market capitalizations that are approximately
equal to the  Company's  then  current  market  capitalization  and may  contain
customary  provisions requiring the Company and Orbiter to indemnify and provide
contribution to the underwriter or underwriters of such Offering); and (iii) use
its  reasonable  best  efforts  to have  such  registration  statement  declared
effective as promptly as  practicable  and to remain  effective for at least one
hundred  and twenty  (120) days.  Notwithstanding  any other  provision  hereof,
Orbiter  acknowledges and agrees that there can be no guarantee or warranty from
or by the Company  that any such  registration  statement  will ever be declared
effective by the  Commission,  and that the Company  makes no such  guarantee or
warranty in this Agreement or otherwise.

      3.  PIGGYBACK REGISTRATION.  At any time  following  the  exercise  of the
Warrant and prior to the Registration of all of the Warrant Shares,  and subject
to the other  provisions of this Agreement,  the Company shall advise Orbiter 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 Orbiter 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 Orbiter;  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 Orbiter 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 Orbiter
in connection with such registration  statement.  If Orbiter 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.  Notwithstanding  any other
provision hereof,  Orbiter  acknowledges and agree that there can be no guaranty
or warranty from or by the Company that such registration statement will ever be
declared  effective  by the  Commission,  and  that  the  Company  makes no such
guarantee or warranty in this Agreement or otherwise.

      4.  INFORMATION  TO BE FURNISHED BY ORBITER.  Orbiter 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  Orbiter,  the proposed method of
sale or other disposition of the shares of Common Stock being sold by Orbiter 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.

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

      6.  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:


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      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 Orbiter:            The Orbiter Fund, Ltd.
                                ______________________
                                ______________________
                                ______________________


or to such other address as any party shall have  furnished to the other parties
pursuant to this Section 6.

      7.  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.

      8.  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.

      9.  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.

      10. 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.


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      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:________________________
                                    Name:______________________
                                    Its:_______________________


                                    THE ORBITER FUND,  LTD.

                                    By:________________________
                                    Name:______________________
                                    Its:_______________________