EXHIBIT 10.40

         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. W-10


                          COMMON STOCK PURCHASE WARRANT

         GENETIC VECTORS,  INC., a Florida  corporation (the "COMPANY"),  hereby
certifies   that,   for   value   received,    THE   ORBITER   FUND,   LTD.,   a
________________________ (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 November 18,
2003, Eighty Thousand (80,000) shares of fully paid and non-assessable shares of
common stock, par value $0.001 per share (the "COMMON STOCK"), of the Company at
a  purchase  price per share of $0.01  (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  subscription  attached
hereto as EXHIBIT "A" (the "SUBSCRIPTION  FORM") 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.

                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

<PAGE>

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 Subscription  Form by (b) the Purchase Price. On
any such  partial  exercise  the  Company  will issue and deliver to or upon the
order of the Holder hereof a new Warrant or Warrants of like tenor,  in the name
of the  Holder  hereof  or 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  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,  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.  ADDITIONAL  WARRANTS.  Upon  the  satisfaction  of  either  (a) the
Company's full payment of all of the outstanding  obligations under that certain
Promissory  Note (the  "NOTE") of even date  herewith  made by the  Company  and
payable to the Holder or (b) a closing of an  offering  of  securities,  whether
through one or more private  placements or secondary public offerings,  in which
the Company raises gross proceeds from such  transaction or  transactions  of at
least $1,500,000,  the Company shall grant to the Holder additional  warrants to
purchase  from the  Company at any time or from time to time  before  5:00 p.m.,
Eastern Time, on the fifth anniversary of the grant of such additional  warrants
to the Holder, One Hundred and Fifty Thousand (150,000) shares of fully paid and
non-assessable  Common  Stock at a  purchase  price  per  share  of  $3.00  (the
"PURCHASE Price").

All warrants to be granted pursuant to the immediately  preceding sentence shall
be granted  pursuant to a new Warrant in the same form as this  Warrant,  except
that such Warrant shall contain the following provision:

          Any  provision  herein to the contrary  notwithstanding,  no
          adjustment in the Purchase Price shall be made in respect of
          the  issuance of  additional  shares of Common  Stock of the
          Company (or upon the  conversion  or exchange of  securities
          convertible  or  exchangeable  into shares of Common  Stock)
          unless after the date hereof (a) the aggregate consideration
          to be  received  by the  Company  for the  issuance  of such
          additional  shares of Common Stock,  whether  through one or
          more private  placements or secondary  public  offerings (or
          upon the conversion or exchange of securities convertible or
          exchangeable  into  shares  of  Common  Stock),  is at least
          $500,000  and  (b)  the   consideration  per  share  for  an
          additional  share of  Common  Stock  (or the  conversion  or
          exchange  price with respect to  securities  convertible  or
          exchangeable  into  shares of Common  Stock) to be issued by
          the Company is less than $3.00. In such event,  the Purchase
          Price shall be reduced to a price (calculated to the nearest
          cent)  determined by  multiplying  such Purchase  Price by a
          fraction,  the  numerator  of which  shall be the  number of
          shares of Common Stock outstanding immediately prior to such
          issue  plus the number of shares of Common  Stock  which the
          aggregate  consideration  received  by the  Company  for the
          total number of additional  shares of Common Stock so issued
          would purchase at such Purchase Price in effect  immediately
          prior to such issuance,  and the  denominator of which shall
          be  the  number  of  shares  of  Common  Stock   outstanding
          immediately  prior to such  issue  plus the  number  of such
          additional shares of Common Stock so issued.

         5. 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

                                       3
<PAGE>

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.

         10.  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  issue or grant by the  Company of any shares of
stock of any class or any other securities,  or any right or option to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities (other than this issue of Common Stock on exercise of the Warrant) in
connection   with  any   reorganization,   reclassification,   recapitalization,
transfer, consolidation,  merger, dissolution,  liquidation or wind up, 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 wind-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.

         7. CERTAIN  DELIVERIES.  The Company shall deliver to the Holder copies
of  all  documents  filed  by the  Company  with  the  Securities  and  Exchange
Commission.

         8.  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 the  Warrant,  all shares of Common  Stock from time to time
issuable on the exercise of the Warrant.


                                       4
<PAGE>

         9. EXCHANGE OF WARRANT. On surrender of the 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 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.

         10.  REPLACEMENT  OF  WARRANT.   On  receipt  of  evidence   reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of the
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.

         11.  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.

         12. NOTICES. All notices or other communications  required or permitted
to be  given  pursuant  to this  Agreement  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) five days after mailing
if mailed from within the continental  United States by 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 tenth
(10th) day after the giving of such notice,  such newly designated address shall


                                       5
<PAGE>

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

         13.  GOVERNING  LAW.  This  Agreement  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 Agreement  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,  including, without limitation, any objection based on the assertion
that such venue is an inconvenient  forum; 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.  All parties hereto agree that the mailing of
any  processing  any suit,  action or proceeding  in accordance  with the notice
provisions of this Agreement shall constitute personal service thereof.

         14. ENTIRE AGREEMENT;  WAIVER OF BREACH. This Agreement constitutes the
entire  agreement  between 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  Agreement  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.

         15. 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.

         16.  ATTORNEYS' FEES AND COSTS. In the event of any litigation  arising
under or relating to this Warrant, the prevailing party in such dispute shall be
entitled to recover its costs and expenses,  including reasonable attorney fees,
from the other.

         17.  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:


                                       6
<PAGE>


         "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,  that such  registration is not required under the
Act and any applicable state securities laws."

         Dated:   November 19, 1999

                                           GENETIC VECTORS, INC.


                                           By:
                                              ----------------------------------

                                           Title:
                                                 -------------------------------




AGREED TO AND ACCEPTED:

THE ORBITER FUND,  LTD.



By:
   -----------------------------------------

Its:
    ----------------------------------------

Date:
     ---------------------------------------



                                       7


<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
<PAGE>


                                   EXHIBIT "C"

                               DOCUMENTS DELIVERED

1.   Form 10-QSB for the three-month period ended September 30, 1998.

2.   Form 10-QSB for the three-month period ended March 31, 1999.

3.   Form  10-KSB  for the year  ended  December  31,  1998,  as filed  with the
     Securities and Exchange Commission.








                                      C-1