EXHIBIT 10.41

                                 PROMISSORY NOTE


$300,000                                                       December 22, 1999

         1. AMOUNT;  MATURITY.  FOR VALUE  RECEIVED,  the  undersigned,  GENETIC
VECTORS,  INC.,  a Florida  corporation  (the  "Maker"),  promises to pay to THE
ORBITER  FUND,  LTD.,  a  ______________________________   (the  "Holder"),  the
principal sum of Three-Hundred Thousand Dollars ($300,000),  which principal sum
shall  mature on April 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 April 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 December 22, 1999, by and between the parties  hereto.

         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 securities,  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 $4,00,000.

         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


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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
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

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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:
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                                         Its:
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