EXHIBIT 10.55
                                  -------------

      THIS WARRANT AND THE  UNDERLYING  SHARES OF COMMON STOCK ISSUABLE UPON ITS
EXERCISE HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"),  OR ANY STATE  SECURITIES LAWS, AND NO SALE OR TRANSFER THEREOF MAY
BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL
FOR THE HOLDER,  SATISFACTORY  TO THE  COMPANY,  THAT SUCH  REGISTRATION  IS NOT
REQUIRED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

No.


                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------

      THIS  WARRANT  is  issued in  connection  with  that  certain  Convertible
Promissory  Note in the principal  amount of  $100,000.00,  dated as of the date
hereof (the "Note").

      GENETIC  VECTORS,  INC., a Florida  corporation  (the  "Company"),  hereby
certifies that, for value received, JIM KELLY (the "Holder"),  or its registered
permitted  assigns,  is  entitled,  subject  to the terms set  forth  below,  to
purchase  from the  Company at any time or from time to time  before  5:00 P.M.,
Eastern  Time,  on May 26,  2005,  the  number  of  shares  of  fully  paid  and
non-assessable  shares of common stock,  par value $0.001 per share (the "Common
Stock"),  of the  Company as set forth in the Note and at a  purchase  price per
share as set forth in such Note (the "Purchase Price"). The number and character
of such shares of Common Stock are subject to adjustment as provided herein.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

      (a) The term  "Company"  shall include  Genetic  Vectors,  Inc., a Florida
corporation,  and any corporation  which shall succeed or assume the obligations
of the Company hereunder.

      (b) The term "Common Stock" includes the Company's Common Stock, par value
$0.001 per share, as authorized on the date hereof and any other securities into
which or for  which  any of such  Common  Stock may be  converted  or  exchanged
pursuant to a plan of recapitalization,  reorganization,  merger, sale of assets
or otherwise.

      1.  Exercise of Warrant.

          1.1 Full  Exercise.  This  Warrant may  be  exercised  in  full by the
Holder  by  surrender  of this  Warrant,  with the form of  Notice  of  Exercise
attached  hereto as Exhibit "A" (the  "Exercise  Notice")  duly  executed by the
Holder, to the Company at its principal office,  accompanied by payment, in cash
or by certified or official bank check or wire transfer  payable to the order of
the  Company,  in the amount  obtained  by  multiplying  the number of shares of
Common Stock for which this Warrant is then exercisable by the Purchase Price.


<PAGE>


          1.2 Partial  Exercise.  This  Warrant  may be  exercised  in  part by
surrender of this Warrant in the manner and at the place provided in Section 1.1
except that the amount  payable by the Holder on such partial  exercise shall be
the amount  obtained  by  multiplying  (a) the number of shares of Common  Stock
designated by the Holder in the Exercise  Notice by (b) the Purchase  Price.  On
any such  partial  exercise,  the  Company  will issue and deliver to the Holder
hereof a new Warrant or Warrants of like tenor, in the name of the Holder hereof
or such  other  person  as such  Holder  (upon  payment  by such  Holder  of any
applicable transfer taxes) may request,  reflecting in the aggregate on the face
or faces thereof for the number of shares of Common Stock for which such Warrant
or Warrants may still be exercised.

      2.  Delivery of Stock Certificates, etc. on Exercise. As soon as practical
after the  exercise  of this  Warrant in full or in part,  the  Company,  at its
expense (including the payment by it of any applicable issue taxes),  will cause
to be issued in the name of and  delivered to the Holder  hereof,  or such other
person as such Holder  (upon  payment by the Holder of any  applicable  transfer
taxes  and,  if  requested  by  the  Company,  demonstration  by the  Holder  of
compliance  with  applicable  securities  laws) may  direct,  a  certificate  or
certificates  for the number of fully paid and  non-assessable  shares of Common
Stock to which such Holder shall be entitled on such exercise,  plus, in lieu of
any  fractional  share to which such Holder would  otherwise  be entitled,  cash
equal to such fraction  multiplied by the then-current  market value of one full
share, together with any other stock or other securities and property (including
cash,  where  applicable)  to which such Holder is entitled  upon such  exercise
pursuant to Section 1 or otherwise.

      3.  Adjustment for Reorganization, Consolidation, Merger, etc.

          3.1. Reorganization. If the Company shall (a) effect a reorganization,
(b)  consolidate  with or merge into any other person or party,  or (c) transfer
all or  substantially  all of its properties or assets to any other person under
any plan or arrangement  contemplating the dissolution of the Company,  then, in
each such case, the Holder of this Warrant,  on the exercise  hereof as provided
in  Section  1 at any  time  after  the  consummation  of  such  reorganization,
consolidation  or merger or the effective  date of such  dissolution as the case
may be, shall  receive,  in lieu of the Common Stock  issuable on such  exercise
prior  to  such  consummation  or such  effective  date,  the  stock  and  other
securities  and property  (including  cash) to which such Holder would have been
entitled upon such consummation or in connection with such  dissolution,  as the
case may be, if such Holder had so  exercised  this  Warrant  immediately  prior
thereto, all subject to further adjustment thereafter as provided herein.

          3.2. Continuation  of Terms.  Upon any reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly assumed the terms of this Warrant as provided herein.


                                       2
<PAGE>


      4.  No Dilution or  Impairment. The Company  will not, by amendment of its
Articles of  Incorporation  or through any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms of the  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the  taking of all such  action as may be
necessary or  appropriate  in order to protect the rights of the Holder  against
dilution or other impairment.

      5.  Notices of Record Date, etc.  In the event of:

          (a)  any  taking  by the  Company  of a record of the  holders  of any
class or securities for the purpose of determining  the holders  thereof who are
entitled  to  receive  any  dividend  or  other  distribution,  or any  right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

          (b)  any capital  reorganization of the Company,  any reclassification
or  recapitalization  of the capital stock of the Company or any transfer of all
or substantially  all the assets of the Company to or consolidation or merger of
the Company with or into any other person, or

          (c)  any  voluntary  or   involuntary   dissolution,   liquidation  or
winding-up of the Company, or

          (d)  any  proposed  (i) issue or grant by the Company of any shares of
stock of any  class or any  other  securities,  or (ii) any  right or  option to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
(iii) any other securities  (other than the issue of Common Stock on exercise of
this Warrant),  which would require the affirmative  vote of the shareholders of
the Company  according to its Articles of Incorporation or applicable state law,
then and in each such event the  Company  will mail or cause to be mailed to the
Holder a notice  specifying (i) the date on which any such record is to be taken
for the purpose of such dividend  distribution or right,  and stating the amount
and character of such dividend,  distribution  or right;  (ii) the date on which
any   such   reorganization,   reclassification,   recapitalization,   transfer,
consolidation,  merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common
Stock shall be entitled to exchange  their shares of Common Stock for securities
or  other  property  deliverable  on  such   reorganization,   reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding-up; and (iii) the amount and character of any stock or other securities,
or rights or options with respect thereto, proposed to be issued or granted, the
date of such proposed issue or grant and the persons or class of persons to whom
such  proposed  issue or grant is to be offered or made.  Such  notice  shall be
mailed at least  twenty (20) days prior to the date  specified in such notice on
which any such action is to be taken.

      6.  Reservation of Stock Issuable on Exercise of Warrant. The Company will
at all times reserve and keep available, solely for issuance and delivery on the
exercise of this Warrant,  all shares of Common Stock from time to time issuable
on the exercise of this Warrant.


                                       3
<PAGE>


      7.  Exchange of Warrant.  On surrender of this Warrant, properly endorsed,
to the  Company,  the Company at its expense will issue and deliver to or on the
order of the Holder thereof a new Warrant or Warrants of like tenor, in the name
of such Holder or such other person as such Holder (upon  payment by such Holder
of any applicable transfer taxes and, if requested by the Company, demonstration
by such  Holder of  compliance  with  applicable  securities  laws) may  direct,
calling in the  aggregate on the face or faces  thereof for the number of shares
of Common  Stock  called for on the face or faces of the  Warrant or Warrants so
surrendered.

      8.  Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and,  in the case of any such loss,  theft or  destruction  of the  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of such warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

      9.  Negotiability. This Warrant is issued upon the following terms, to all
of which each Holder or owner hereof by the taking hereof consents and agrees:

          (a) subject to compliance with all applicable  securities  laws, title
to  this  Warrant  may be  transferred  by  endorsement  (by the  Holder  hereof
executing the Form of Assignment attached hereto as Exhibit "B") and delivery in
the  same  manner  as in the case of a  negotiable  instrument  transferable  by
endorsement and delivery;

          (b) any person in  possession  of this  Warrant  properly  endorsed is
authorized  to  represent  himself as absolute  owner hereof and is empowered to
transfer absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser  hereof for value;  each prior taker or owner waives and renounces all
of his  equities  or  rights  in this  Warrant  in favor of each  such bona fide
purchaser, and each such bona fide purchaser shall acquire absolute title hereto
and to all rights represented hereby; and

          (c) until this Warrant is transferred on the books of the Company, the
Company may treat the registered  Holder hereof as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary.

      10. Notices. All notices or other communications  required or permitted to
be given pursuant to this Warrant shall be in writing and shall be considered as
duly given on (a) the date of delivery,  if delivered in person,  by  nationally
recognized  overnight  delivery  service or (b) ten (10) days  after  mailing if
mailed from within the  continental  United  States by  registered  or certified
mail,  return receipt requested to the party entitled to receive the same, if to
the Company, to 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 Boulevard,  20th Floor, Miami,
Florida 33131, and if to the Holder,  at the address of such Holder shown on the
books of the Company.  Any party may change his or its address by giving  notice
to the other party  stating his or its new address.  Commencing  on the 10th day
after the giving of such  notice,  such  newly  designed  address  shall be such


                                       4
<PAGE>


party's address for the purpose of all notices or other communications  required
or permitted to be given pursuant to this Warrant.

      11. Governing  Law. This  Warrant 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
(i) agree that any legal suit,  action or proceeding  arising out of or relating
to this  Warrant  shall  be  instituted  only in a  federal  or  state  court in
Miami-Dade  County,  Florida;  (ii)  waive any  objection  which they may now or
hereafter  have  to the  laying  of  the  venue  of any  such  suit,  action  or
proceeding;  and (iii) irrevocably submit to the jurisdiction of such federal or
state  court  in  Miami-Dade  County,  Florida  in  any  such  suit,  action  or
proceeding,  but such consent  shall not  constitute a general  appearance or be
available  to any other person who is not a party to this  Warrant.  All parties
hereto  agree  that  the  mailing  of any  processing  of any  suit,  action  or
proceeding  in  accordance  with the notice  provisions  of this  Warrant  shall
constitute personal service thereof.

      12. Entire  Agreement;  Waiver of  Breach.  This Warrant  constitutes  the
entire  agreement  among the  parties  and  supersedes  any prior  agreement  or
understanding  among them with respect to the subject matter hereof,  and it may
not be modified or amended in any manner other than as provided  herein,  and no
waiver  of any  breach  or  condition  of this  Warrant  shall be deemed to have
occurred  unless  such waiver is in writing,  signed by the party  against  whom
enforcement  is  sought,  and no waiver  shall be  claimed to be a waiver of any
subsequent breach or condition of a like or different nature.

      13. Severability.  If any  provision of this Warrant shall be held invalid
or unenforceable,  such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or  unenforceable
any other severable provision of this Warrant, and this Warrant shall be carried
out as if any such invalid or unenforceable provision were not contained herein.

      14. Amendment.  This  Warrant and any term hereof may be changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.

      15. Restrictions  on  Transferability;   Restrictive  Legend.  The  Holder
acknowledges  that the shares of Common  Stock  issuable  upon  exercise of this
Warrant  are  subject  to  restrictions   under  applicable  Federal  and  state
securities  laws. Each  certificate  representing  shares of Common Stock issued
shall, upon the exercise of this Warrant, bear the following legends in addition
to such other restrictive legends as may be required by law:

      "The shares represented by this certificate have not been registered under
the  Securities  Act of 1933,  as amended (the "Act"),  or any state  securities
laws,  and no sale or  transfer  thereof may be  effected  without an  effective
registration statement or an opinion of counsel for the Holder,  satisfactory to
the Company and its counsel,  that such  registration  is not required under the
Act and any applicable state securities laws."


                                       5
<PAGE>


      Dated:      ___________

                                    GENETIC VECTORS, INC.

                                    By:________________________________
                                    Title:  Mead McCabe, Jr.,
                                            Chief Executive Officer

AGREED TO AND ACCEPTED:


________________________________
By:_____________________________
   Name:________________________
   Title:_______________________

Date:___________________________





                                       6
<PAGE>


                                   EXHIBIT "A"
                                   -----------

                                FORM OF EXERCISE
                                ----------------

                   (To be signed only on exercise of Warrant)

TO:

      The  undersigned,  the Holder of the within  Warrant,  hereby  irrevocably
elects to exercise this Warrant for, and to purchase  thereunder _____ shares of
Common Stock of  ____________________,  herewith  makes  payment of  $__________
therefor,  and requests that the  certificates  for such shares be issued in the
name of, and delivered to, whose address is:

            ________________________________________________________________

            ________________________________________________________________

            ________________________________________________________________


            Dated:___________________.




                                    ________________________________
                                    Signature
                                    (Signature must conform to name of holder
                                    as specified on the face of the Warrant)

                                    ________________________________
                                    Print Name

                                    ________________________________
                                    Street Address

                                    ________________________________
                                    City, State and Zip Code

                                    ________________________________
                                    Person's Social Security Number or Tax
                                    Identification Number


                                      A-1
<PAGE>


                                   EXHIBIT "B"
                                   -----------

                               FORM OF ASSIGNMENT
                               ------------------
                   (To be signed only on transfer of Warrant)

      For value received,  the undersigned hereby sells,  assigns, and transfers
unto ___________________ the right represented by the within Warrant to purchase
shares of  Common  Stock of  ___________________  to which  the  within  Warrant
relates, and appoints ___________________ as its attorney to transfer such right
on the  books  of  _________________  with  full  power of  substitution  in the
premises.

      Dated:_________________.




                                   ________________________________
                                   Signature
                                   (Signature must conform to name of holder
                                   as specified on the face of the Warrant)

                                   ________________________________
                                   Print Name

                                   ________________________________
                                   Street Address

                                   ________________________________
                                   City, State and Zip Code

                                   ________________________________
                                   Person's Social Security Number or Tax
                                   Identification Number

Signed in the presence of:



________________________________


                                      B-1