AGREEMENT AND PLAN OF MERGER

         This Agreement and Plan of Merger  ("Agreement") is entered into by and
among LEXON, INC., an Oklahoma corporation ("LEXON"), CANCER DIAGNOSTICS,  INC.,
a Florida  corporation  ("CDI"),  and UTEK,  LLC,  a Florida  limited  liability
company ("UTEK").

         WHEREAS, UTEK is the majority shareholder of CDI; and

         WHEREAS,  Dr. Jeffrey Strovel and Dr. Judith Stamberg are the inventors
of and Dr. Ed Highsmith,  PhD, is the project leader of a team of researchers at
the  University  of  Maryland  that  has  discovered  and  is  developing  a new
proprietary  blood  screen  test,  technology  and  related  processes  for  the
identification  of Telomerase Assay as a marker for lung and perhaps other forms
of cancer  ("Invention")  covered  by US  Provisional  Patent  Application  Nos.
60/074,793;  09/250,336 and 99/03302,  each of which is dated  February  16,1999
("Patent  Applications"),  the  ownership  thereof  having been  assigned to the
University of Maryland  ("UM") as described more precisely in Schedule  2.01(i);
and

         WHEREAS,  CDI is negotiating to acquire and Exclusive License Agreement
("License")  with the UM which will grant CDI the exclusive  worldwide  right to
manufacture, market and commercialize products covered by the Invention; and

         WHEREAS,  CDI is also  negotiating  to enter into a Sponsored  Research
Agreement  ("Research  Agreement")  with UM,  which  provides for the funding of
certain continued  research,  development and completion of an ELISA based blood
screening test which will detect and measure to presence of the Telomerase Assay
and related research; and

         WHEREAS,  the parties  desire to provide  for the terms and  conditions
upon  which CDI will  merge  into  LEXON in a  statutory  merger  ("Merger")  in
accordance  with 18 Oklahoma  Statutes,  Section  1082 of the  Oklahoma  General
Business   Corporation  Act  ("Oklahoma   Act")  and  Section  607.1107  of  the
Corporation  Law of Florida  ("Florida  Act"),  upon  consummation  of which the
assets  and  business  of CDI  will be  owned  by  LEXON,  all  liabilities  and
obligations of CDI will become the liabilities and obligations of LEXON, and all
issued and  outstanding  shares of capital  stock of CDI will be  exchanged  for
common stock of LEXON; and

         WHEREAS,  for federal  income tax  purposes,  it is  intended  that the
Merger  qualify  as a  tax-free  reorganization  within  the  meaning of Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended ("Code").

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  the  receipt,  adequacy and  sufficiency  of which are
hereby acknowledged, the parties agree as follows:

<PAGE>
                                    ARTICLE I
                                   THE MERGER

         1.01.  The Merger

         (a)  Agreement to Merge.  Subject to the terms and  conditions  of this
Agreement, at the Effective Time, as defined below, CDI shall be merged with and
into LEXON in accordance  with the provisions of this Agreement and the Oklahoma
Act;  the  separate  corporate  existence  of CDI shall  cease;  and LEXON shall
continue as the surviving corporation ("Surviving Corporation"). The constituent
corporations  ("Constituent  Corporations") to the Merger are LEXON and CDI. The
name of the Surviving  Corporation,  LEXON,  INC., which shall not be changed by
reason of the Merger.

         (b)  Effective  Time.  The Merger  shall become  effective  ("Effective
Time") upon filing of a Certificate of Merger substantially in the form attached
as Exhibit A ("Certificate  of Merger") with the Secretary of State of the State
of Oklahoma in accordance with applicable provisions of the Oklahoma Act.

         (c) Appointment of Service Agent. LEXON hereby irrevocably appoints the
Secretary  of State of the State of  Florida  as its agent to accept  process in
Florida  in  any  proceeding  for  the  enforcement  of  any  obligation  of any
Constituent  Corporation  in  Florida  as  well as for  the  enforcement  of any
obligation of the Surviving Corporation arising from or by reason of the Merger,
including  any suit or other  proceeding  to  enforce  appraisal  rights  of any
shareholder  of CDI.  LEXON  designates  that all such  process  received by the
Secretary of State of Florida  shall be sent to LEXON at 8908 South Yale,  Suite
409, Tulsa, Oklahoma 74137-3545.

         (d) Effect of the Merger.  At the Effective  Time, all rights,  powers,
privileges,  franchises,  licenses and permits of the Constituent  Corporations,
and all  property,  real,  personal and mixed,  shall be vested in the Surviving
Corporation;  and all  debts,  duties,  liabilities  and  claims of every  kind,
character  and  description  of the  Constituent  Corporations  shall be  debts,
duties,  liabilities of and claims against of the Surviving  Corporation and may
be enforced  against  the  Surviving  Corporation  to the same extent as if such
debts,  duties,  liabilities  of and  claims  against  had been  incurred  by it
originally.  All rights of creditors  of the  Constituent  Corporations  and all
liens upon property of any Constituent Corporation shall be preserved unimpaired
and shall not be altered in any way by reason of the Merger.

         1.02.  Conversion  of Stock.  At the  Effective  Time, by virtue of the
Merger and without any action on the part of the shareholders of the Constituent
Corporations:

         (i) Each of the shares of CDI that are issued  and  outstanding  at the
Effective  Time shall be  converted  into 500 shares (or  500,000  shares in the
aggregate) of common stock of the Surviving Corporation; and

                                       -2-

<PAGE>
         (ii) All issued and  outstanding  options,  warrants or other rights to
acquire any capital  stock of CDI at the  Effective  Time shall be reason of the
Merger  and  without  action on the part of the  holders  of any such  rights be
automatically canceled for all purposes; and

         (iii) Each share of common stock of LEXON issued and outstanding at the
Effective  Time and each right to receive a share of common  stock of LEXON upon
the  satisfaction  of any  conditions  outstanding  at the Effective  Time shall
remain issued and  outstanding and shall not be effected in any manner by reason
of the Merger.

         1.03.  Effect of Merger.

         (a) Rights in CDI Cease. At and after the Effective Time, the holder of
each  certificate  of common  stock of CDI shall  cease to have any  rights as a
shareholder  of CDI. All  dividends or other  distributions  with respect to CDI
common stock prior to the Effective Time shall be payable to the shareholders of
CDI without  interest upon  surrender of  certificates  representing  CDI common
stock.

         (b) Closure of CDI Stock  Records.  From and after the Effective  Time,
the stock transfer  books of CDI shall be closed,  and there shall be no further
registration of stock transfers on the records of CDI.

         1.04.  Certificate of Incorporation of the Surviving  Corporation.  The
Certificate of Incorporation of the Surviving  Corporation  shall not be changed
by reason of the Merger.

         1.05. Bylaws of the Surviving Corporation.  The Bylaws of the Surviving
Corporation shall not be changed by reason of the Merger.

         1.06.  Directors of the  Surviving  Corporation.  The  directors of the
Surviving Corporation  immediately after the Effective Time shall be the persons
named in Exhibit B until each of their respective successors is duly elected and
qualified.

         1.07.  Officers  of the  Surviving  Corporation.  The  officers  of the
Surviving Corporation  immediately after the Effective Time shall be the persons
set forth in Exhibit B until each of their respective successors is duly elected
and qualified.

         1.08.  Closing.  The  Closing  of the  Merger  shall  take place at the
offices of  Frederick  K.  Slicker,  8908 S. Yale,  Suite 410,  Tulsa,  Oklahoma
74137-3545  at 5:00  p.m.  local  time on a  mutually  agreed  date on or before
January 31, 2000, or on an earlier date as the parties  mutually agree ("Closing
Date"). The parties agree to use their good faith efforts to Close the Merger as
soon after but not before January 1, 2000 as is reasonably possible.

                                       -3-
<PAGE>

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

         2.01. General  Representations  and Warranties of CDI and UTEK. CDI and
UTEK  represent and warrant to LEXON that the facts set forth below are true and
correct:

         (a) Organization. CDI is a corporation duly organized, validly existing
and in good standing under the laws of the State of Florida,  is qualified to do
business  as a  foreign  corporation  in each  other  jurisdiction  in which the
conduct  of  its  business  or the  ownership  of its  properties  require  such
qualification,  and has all  requisite  power and  authority  to  conduct  CDI's
business and operate properties.

         (b) Authorization. The execution of this Agreement and the consummation
of the  Merger and the other  transactions  contemplated  hereby  have been duly
authorized by the Board of Directors and Shareholders of CDI; no other corporate
action on its part is necessary  in order to execute,  deliver,  consummate  and
perform its obligations hereunder; and CDI has all requisite corporate and other
authority to execute and deliver this Agreement and consummate the  transactions
contemplated hereby.

         (c)  Capitalization.  The  authorized  capital of CDI consists of 1,000
shares of common  stock,  no par value per share;  at the date hereof and at the
Closing 1,000 shares of its common stock are and will be issued and  outstanding
and owned by UTEK,  and no shares  were held in its  treasury.  All  issued  and
outstanding  shares of common stock of CDI have been duly and validly issued and
are fully paid and  non-assessable  shares and have not been issued in violation
of any  preemptive or other rights of any other person or any  applicable  laws.
There are no outstanding options, warrants,  commitments,  calls or other rights
or agreements requiring it to issue any shares of CDI common stock or securities
convertible  into  shares of the  common  stock of CDI to anyone  for any reason
whatsoever.

         (d)  Binding   Effect.   The  execution,   delivery,   performance  and
consummation  of the Merger and the  transactions  contemplated  hereby will not
violate  any  obligation  to which CDI is a party and will not  create a default
hereunder;  and this Agreement constitutes a legal, valid and binding obligation
of CDI,  enforceable in accordance with its terms, except as the enforcement may
be limited by  bankruptcy,  insolvency,  moratorium,  or similar laws  affecting
creditor's  rights  generally  and by the  availability  of  injunctive  relief,
specific performance or other equitable remedies.

         (e) Litigation Relating to this Agreement.  There are no suits, actions
or proceedings  pending or to the knowledge of CDI or UTEK threatened which seek
to enjoin the  Merger or the  transactions  contemplated  by this  Agreement  or
which,  if  adversely  decided,  would have a materially  adverse  effect on the
business,  results of operations,  assets,  prospects,  the Patents,  the Patent
Applications,  the  License,  the  Research  Agreement  or  the  results  of the
operations of CDI.

                                       -4-

<PAGE>

         (f) No  Conflicting  Agreements.  Neither the execution and delivery of
this  Agreement  nor the  fulfillment  of or compliance by CDI and UTEK with the
terms or provisions  hereof will result in a breach of the terms,  conditions or
provisions of, or constitute a default  under,  or result in a violation of, the
corporate charter or bylaws of CDI, the Patent  Applications,  the License,  the
Research Agreement, or any agreement,  contract,  instrument, order, judgment or
decree to which  either UTEK or CDI is a party or by which UTEK or CDI or any of
its assets is bound,  or violate any  provision of any  applicable  law, rule or
regulation or any order, decree, writ or injunction of any court or governmental
entity which materially affects its assets or business.

         (g)  Consents.  No consent from or approval of any court,  governmental
entity or any  other  person is  necessary  in  connection  with  execution  and
delivery of this Agreement by CDI or UTEK or  performance of the  obligations of
CDI or UTEK  hereunder  or under any other  agreement  to which CDI or UTEK is a
party; and the  consummation of the transactions  contemplated by this Agreement
will not require the approval of any entity or person or prevent the termination
of the Patent  Applications,  the License,  the Research  Agreement or any other
material right, privilege, license or agreement relating to CDI or its assets or
business.

         (h) Title to Assets. CDI will at Closing have good and marketable title
to its assets  (tangible and intangible),  free and clear of all liens,  claims,
charges,  mortgages,  options,  restrictions,   security  agreements  and  other
encumbrances of every kind or nature whatsoever, including the duly executed and
delivered License and Research Agreement.

         (i)    The Patent Applications, the License and the Research Agreement.

               (1)  To  the  best   knowledge   of  UTEK  and  CDI,  the  Patent
                    Applications  listed in Schedule 2.01(i) are pending and are
                    being prosecuted in good faith with diligence;  neither UTEK
                    nor CID has any reason to believe these Patent  Applications
                    will not be granted; and

               (2)  To the best  knowledge of UTEK and CDI,  without having made
                    an independent  inquiry, the Invention does not and will not
                    infringe the  intellectual or other rights of another.  This
                    representation  and  warranty  is  not a  representation  or
                    warranty that there are no infringing intellectual rights of
                    any other but is a  representation  and  warranty  only that
                    neither CDI nor UTEK has any  knowledge  thereof;  and LEXON
                    acknowledges  that  neither  UTEK nor CDI has  conducted  an
                    independent investigation to determine whether the Invention
                    infringes  the  rights  of  any  other  party  or  that  the
                    Invention itself is marketable; and


                                       -5-

<PAGE>

               (3)  The  Invention  is owned by UM and UM has all right,  power,
                    authority,  ownership and entitlement to file, prosecute and
                    maintain in effect the Patents and Patent  Applications with
                    respect to the Invention  listed in Schedule 2.01(i) hereto;
                    and

               (4)  Dr.  Jeffrey  Strovel and Dr.  Judith  Stamburg are the only
                    Inventors of the Invention; and each has assigned all of his
                    and her rights, titles and interests in the Invention to UM;
                    and

               (5)  The License,  when executed and  delivered,  will be in full
                    force and effect at the  Closing  and will be legal,  valid,
                    binding and  enforceable  at Closing in accordance  with its
                    terms; and

               (6)  The Research Agreement, when executed and delivered, will be
                    in full  force  and  effect  at  Closing  and will be legal,
                    valid, binding and enforceable at Closing in accordance with
                    its terms.

         (j) Liabilities of CDI. CDI has no assets,  no liabilities of any kind,
character or  description  except  those  created by the License or the Research
Agreement.

         (k)  Condition of Tangible  Assets.  All of the tangible  assets of CDI
have been operated in accordance with customary  operating  practices  generally
acceptable  in its  industry to which and have been  maintained  and are in good
working  order and repair in the ordinary  course of  business,  subject only to
reasonable and ordinary wear and tear.

         (l) Financial  Statements.  The unaudited  financial  statements of CDI
attached as Schedule 2.01(l) as of the Closing will present fairly its financial
position  and the  results of its  operations  on the dates and for the  periods
shown therein; provided,  however, that interim financial statements are subject
to customary year-end adjustments and accruals that, in the aggregate,  will not
have a material adverse effect on the overall financial  condition or results of
its  operations.  CDI has not  engaged  in any  business  not  reflected  in its
financial statements.  There have been no material adverse changes in the nature
of its business, prospects, the value of assets or the financial condition since
the date of its financial  statements.  There are no outstanding  obligations or
liabilities  of CDI  except  as  specifically  set  forth  in the CDI  financial
statements,  including the obligation to maintain the Patents from and after the
date of the License, or in a schedule attached hereto and specifically agreed to
by LEXON.  In the event the  Inventors  cease to be  employed by UM prior to the
Closing and become employed by another qualified  institution eligible to accept
sponsored research funds, CDI shall use its best good faith efforts to cause the
new  institution  to agree to continue  the Research  Agreement  relating to the
Invention in accordance with an agreement acceptable to LEXON.


                                       -6-

<PAGE>
         (m) Taxes. All returns,  reports,  statements and other similar filings
required to be filed by CDI with respect to any federal, state, local or foreign
taxes,  assessments,   interests,   penalties,   deficiencies,  fees  and  other
governmental  charges or impositions have been timely filed with the appropriate
governmental  agencies  in all  jurisdictions  in  which  such tax  returns  are
required to be filed;  all such tax returns  properly reflect all liabilities of
CDI for taxes for the  periods,  property  or events  covered  thereby;  and all
taxes,  whether or not reflected on those tax returns,  and all taxes claimed to
be due from CDI by any taxing authority,  have been properly paid, except to the
extent contested in good faith by appropriate proceedings and reserves have been
established  in its  financial  statements  to the full extent if the contest is
adversely  decided  against it. CDI has not received any notice of assessment or
proposed assessment in connection with any tax returns,  CDI has not extended or
waived  the  application  of any  statute  of  limitations  of any  jurisdiction
regarding the  assessment  or  collection  of any taxes.  There are no tax liens
(other than any lien which arises by operation of law for current  taxes not yet
due and  payable)  on any of its  assets.  There is no basis for any  additional
assessment of taxes,  interest or penalties.  CDI has made all deposits required
by law to be made with respect to employees'  withholding  and other  employment
taxes,  including  without  limitation the portion of such deposits  relating to
taxes imposed upon CDI.

         (n) Absence of Certain Changes or Events.  CDI has not, and without the
written consent of LEXON, it will not have:

               (i)  Sold,  encumbered,   assigned  or  transferred  any  of  its
                    material  assets or its interest in the Patents,  the Patent
                    Applications,  the  Research  Agreement,  the License or any
                    other material asset; or

               (ii) Amended or terminated the License or the Research Agreement;
                    or

               (iii) Suffered any material damage, destruction or loss; or

               (iv) Received  notice or have  knowledge of any material  adverse
                    effect on the Patents, the Patent Applications, the Research
                    Agreement  or the  License  or any other  material  asset or
                    liability of CDI; or

               (v)  Made any commitments or agreements for capital  expenditures
                    or otherwise; or

               (vi) Entered  into any  transaction  or made any  commitment  not
                    disclosed to LEXON; or

               (vii)Agreed  to  take  any of  the  actions  set  forth  in  this
                    paragraph.


                                       -7-

<PAGE>
         (o) Material  Contracts.  A complete and accurate  copy of all material
agreements, contracts and commitments of the following types, whether written or
oral to which it is a party or is  bound,  has been  provided  to LEXON and such
agreements are in full force and effect without amendment. In addition:

               (i)  There are no outstanding unpaid promissory notes, mortgages,
                    indentures,  deeds of trust,  security  agreements and other
                    agreements  and  instruments  relating to the  borrowing  of
                    money by or any extension of credit to CDI; and

               (ii) There  are  no  outstanding  operating   agreements,   lease
                    agreements or similar agreements by which CDI is bound; and

               (iii)The  complete   and   executed   License  and  the  Research
                    Agreement and the Patents and the Patent  Applications  with
                    all schedules,  exhibits and amendments  related thereto and
                    all  material  correspondence  with the  patent  authorities
                    relating thereto have been provided to LEXON; and

               (iv) There are no  outstanding  licenses to or from others of any
                    intellectual property and trade names; and

               (v)  There are no  outstanding  contracts or commitments to sell,
                    lease or otherwise dispose of any of the property of CDI.

         (p)  Compliance  with Laws.  CDI is in compliance  with all  applicable
laws, rules,  regulations and orders promulgated by any federal,  state or local
governmental  body or agency relating to its business and  operations.  CDI owns
all franchises,  licenses, permits, easements,  rights,  applications,  filings,
registration  and other  authorizations  which are  necessary  for it to conduct
business,  all of which are valid and in full  force and  effect,  and CDI is in
full compliance therewith.

         (q)  Litigation.  There  is no  suit  or  action  or  any  arbitration,
administrative,  legal or other  proceeding  of any  kind or  character,  or any
governmental investigation pending or threatened against CDI or the Patents, the
Patent Applications,  the License or the Research Agreement affecting its assets
or business,  and there is no factual  basis  therefor.  There are no pending or
threatened actions or proceedings before any court, arbitrator or administrative
agency which would, if adversely  determined,  individually or in the aggregate,
materially and adversely affect its assets or business.

         (r) Employees.  CDI has no employees. CDI is not a party to or bound by
any employment agreement or any collective  bargaining agreement with respect to
any of the employees.

                                       -8-

<PAGE>
         (s) Employee  Benefit  Plans.  There are no employee  benefit  plans in
effect,  and there are no  outstanding  or unfunded  liabilities to employees of
CDI.

         (t) Books and  Records.  The books and records of CDI are  complete and
accurate in all material  respects,  fairly present its business and operations,
have been maintained in accordance with good business practices,  and accurately
reflect  in  all  material  respects  its  business,   financial  condition  and
liabilities.

         (u) No Broker's  Fees.  Neither UTEK nor CDI has incurred any finder=s,
broker=s,  investment  banking,  financial,  advisory or other  similar  fees or
obligations.

         (v) Full Disclosure.  All representations or warranties of UTEK and CDI
are true,  correct and complete in all material  respects on the date hereof and
shall be true,  correct and complete in all material  respects as of the Closing
as if they were made on such  date.  No  statement  made by CDI herein or in the
exhibits and schedules hereto or any document  delivered by CDI or on its behalf
pursuant to this  Agreement  contains an untrue  statement  of material  fact or
omits to state all material facts  necessary to make the statements  therein not
misleading in any material respect.

         2.02. General Representations and Warranties of LEXON. LEXON represents
and warrants to UTEK and CDI that the facts set forth are true and correct:

         (a)  Organization.  LEXON  is a  corporation  duly  organized,  validly
existing  and in good  standing  under  the laws of the  State of  Oklahoma,  is
qualified to do business as a foreign  corporation in each other jurisdiction in
which the conduct of its  business or the  ownership of its  properties  require
such  qualification,  and has all  requisite  power and authority to conduct its
business and operate properties.

         (b) Authorization. The execution of this Agreement and the consummation
of the  Merger and the other  transactions  contemplated  hereby  have been duly
authorized  by the  Board of  Directors  and  Shareholders  of  LEXON;  no other
corporate  action  on its  part is  necessary  in  order  to  execute,  deliver,
consummate  and  perform its  obligations  hereunder;  and it has all  requisite
corporate  and other  authority  to  execute  and  deliver  this  Agreement  and
consummate the transactions contemplated hereby.

         (c)  Capitalization.  The  authorized  capital  of  LEXON  consists  of
45,000,000  shares of common  stock,  par value $.001 per share,  of which up to
6,802,013 shares are issued and outstanding immediately, and 5,000,000 shares of
Preferred  Stock,  none of which is  issued  and  outstanding.  All  issued  and
outstanding  shares of common  stock of LEXON have been duly and validly  issued
and are  fully  paid and  non-assessable  shares  and have  not been  issued  in
violation  of any  preemptive  or  other  rights  of  any  other  person  or any
applicable laws. There will be no outstanding  options,  warrants,  commitments,
calls or

                                       -9-

<PAGE>
other  rights or  agreements  requiring  it to issue any shares of LEXON  common
stock or  securities  convertible  into shares of its common stock to anyone for
any reason  whatsoever  immediately  after the Effective Time, except that there
are issued and outstanding  options to purchase 2,537,500 shares of common stock
of LEXON.

         (d)  Binding   Effect.   The  execution,   delivery,   performance  and
consummation  of the Merger and the  transactions  contemplated  hereby will not
violate any  obligation  to which LEXON is a party and will not create a default
hereunder;  and this Agreement constitutes a legal, valid and binding obligation
of LEXON,  enforceable in accordance  with its terms,  except as the enforcement
may be limited by bankruptcy,  insolvency, moratorium, or similar laws affecting
creditor's  rights  generally  and by the  availability  of  injunctive  relief,
specific performance or other equitable remedies.

         (e) Litigation Relating to this Agreement.  There are no suits, actions
or proceedings  pending or to its knowledge  threatened which seek to enjoin the
Merger or the transactions contemplated by this Agreement or which, if adversely
decided,  would have a materially  adverse  effect on its  business,  results of
operations, assets, prospects or the results of its operations of LEXON.

         (f) No  Conflicting  Agreements.  Neither the execution and delivery of
this  Agreement nor the  fulfillment of or compliance by LEXON with the terms or
provisions hereof will result in a breach of the terms, conditions or provisions
of, or  constitute a default  under,  or result in a violation of, its corporate
charter or bylaws, or any agreement,  contract,  instrument,  order, judgment or
decree to which it is a party or by which it or any of the  assets is bound,  or
violate any  provision of any  applicable  law, rule or regulation or any order,
decree,  writ or injunction of any court or governmental entity which materially
affects its assets or business.

         (g)  Consents.  No consent from or approval of any court,  governmental
entity or any other person is necessary in  connection  with its  execution  and
delivery of this Agreement and performance of the obligations of LEXON hereunder
or under any other agreement to which LEXON is a party;  and the consummation of
the transactions contemplated by this Agreement will not require the approval of
any entity or person in order to prevent the  termination of any material right,
privilege, license or agreement relating to LEXON or its assets or business.

         (h) Title to Its  Assets.  LEXON has good and  marketable  title to its
assets (tangible and intangible),  free and clear of all charges, claims, liens,
mortgages, options, restrictions,  security agreements and other encumbrances of
every kind or nature whatsoever.

         (i) Condition of Tangible Assets.  All of its tangible assets have been
operated in accordance with customary operating  practices generally  acceptable
in its industry to

                                      -10-

<PAGE>
which and have been  maintained  and are in good working order and repair in the
ordinary  course of business,  subject only to reasonable  and ordinary wear and
tear.

         (j) Financial  Statements.  The unaudited financial statements of LEXON
attached as Schedule  2.02(j)  present  fairly its  financial  position  and the
results  of its  operations  on the dates  and for the  periods  shown  therein;
provided,  however,  that interim financial  statements are subject to customary
year-end  adjustments  and  accruals  that,  in the  aggregate,  will not have a
material  adverse  effect on the overall  financial  condition or results of its
operations. LEXON has not engaged in any business not reflected in its financial
statements.  There have been no  material  adverse  changes in the nature of its
business,  prospects,  the value of assets or the financial  condition since the
date of its financial statements.  There are no material outstanding obligations
or liabilities of LEXON except as specifically  set forth in the LEXON financial
statements.

         (k) Taxes. All returns,  reports,  statements and other similar filings
required to be filed by it with respect to any federal,  state, local or foreign
taxes,  assessments,   interests,   penalties,   deficiencies,  fees  and  other
governmental  charges or impositions have been timely filed with the appropriate
governmental  agencies  in all  jurisdictions  in  which  such tax  returns  are
required to be filed;  all such tax returns  properly reflect all liabilities of
it for taxes for the periods, property or events covered thereby; and all taxes,
whether or not  reflected on those tax returns,  and all taxes claimed to be due
from it by any taxing  authority,  have been properly paid, except to the extent
it has contested in good faith by appropriate  proceedings and adequate reserves
have been  established  in its  financial  statements  to the full extent if the
contest is  adversely  decided  against it. LEXON has not received any notice of
assessment or proposed assessment in connection with any tax returns.  LEXON has
not  extended or waived the  application  of any statute of  limitations  of any
jurisdiction  regarding the assessment or collection of any taxes.  There are no
tax liens  (other  than any lien which  arises by  operation  of law for current
taxes not yet due and  payable) on any of its assets.  LEXON has no knowledge of
any basis for any  additional  assessment of taxes.  LEXON has made all deposits
required  by law to be made with  respect to  employees'  withholding  and other
employment  taxes,  including  without  limitation  the portion of such deposits
relating to taxes imposed upon it.

         (l) Absence of Certain  Changes or Events.  LEXON has not and,  without
the written consent of CDI, it will not have:

               (i)  Sold,  encumbered,   assigned  or  transferred  any  of  its
                    material assets for less than fair consideration; or

               (ii) Amended or terminated any material agreement; or

               (iii) Suffered any material damage, destruction or loss; or


                                      -11-

<PAGE>
               (iv) Received  notice or have  knowledge of any material  adverse
                    effect on its material assets; or

               (v)  Made any commitments or agreements for capital expenditures;
                    or

               (vi) Entered  into any  transaction  other  than in the  ordinary
                    course of business consistent with past practice; or

               (vii)Agreed  to  take  any of  the  actions  set  forth  in  this
                    paragraph.

         (m) Material  Contracts.  A complete and accurate  copy of all material
agreements, contracts and commitments of the following types, whether written or
oral to which it is a party or is bound, has been provided to CDI:

               (i)  All material promissory notes, mortgages,  indentures, deeds
                    of  trust,  security  agreements  and other  agreements  and
                    instruments  relating  to the  borrowing  of money by or any
                    extension of credit to it; and

               (ii) All material operating agreements and lease agreements; and

               (iii)All material  licenses to or from others of any intellectual
                    property and trade names.

         (n) Compliance  with Laws.  LEXON is in compliance  with all applicable
laws, rules,  regulations and orders promulgated by any federal,  state or local
governmental body or agency relating to its business and operations.  LEXON owns
all franchises,  licenses, permits, easements,  rights,  applications,  filings,
registration  and other  authorizations  which are  necessary  for it to conduct
business, all of which are valid and in full force and effect, and it is in full
compliance therewith.

         (o)  Litigation.   There  is  no  suit,   action  or  any  arbitration,
administrative,  legal or other  proceeding  of any  kind or  character,  or any
governmental investigation pending or threatened against it affecting its assets
or business,  and there is no factual  basis  therefor.  There are no pending or
threatened actions or proceedings before any court, arbitrator or administrative
agency which would, if adversely  determined,  individually or in the aggregate,
materially and adversely affect its assets or business.

         (p)  Employees.  LEXON  has 5  part-time  employees,  four of whom  are
employed but do not receive cash  compensation.  LEXON has no written agreements
with its employees.

         (q)  Employee  Benefit  Plans and  Arrangements.  LEXON has no employee
benefit plans in effect, and LEXON has no unfunded liabilities to employees.

                                      -12-

<PAGE>
         (r) Books and Records.  The books and records of LEXON are complete and
accurate in all material  respects,  fairly present its business and operations,
have been maintained in accordance with good business practices,  and accurately
reflect in all material respects its business and financial condition.

         (s) No  Broker's  Fees.  LEXON  has  incurred  no  finder's,  broker's,
investment banking, financial,  advisory or other similar fee in connection with
this Agreement.

         (t) Full  Disclosure.  All  representations  or warranties of LEXON are
true, correct and complete in all material respects on the date hereof and shall
be true,  correct and complete in all material  respects as of the Closing as if
they were made on such date.  No statement  made by it herein or in the exhibits
and schedules  hereto or any document  delivered by it or on its behalf pursuant
to this  Agreement  contains an untrue  statement  of material  fact or omits to
state all material facts necessary to make the statements therein not misleading
in any material respect.

         2.03. Investment  Representations of UTEK Shareholder.  UTEK represents
and warrants to LEXON that:

         (a) General.  It has such  knowledge  and  experience  in financial and
business  matters  as to be  capable  of  evaluating  the risks and merits of an
investment in the shares  ("Shares") of common stock of LEXON issuable  pursuant
to the Merger.  It is able to bear the economic  risk of the  investment  in the
Shares,  including the risk of a total loss of the investment in the Shares. The
acquisition of the Shares is for its own account and is for  investment.  Except
as permitted by law, it has a no present  intention of selling,  transferring or
otherwise  disposing  in  any  way of all or  any  portion  of the  Shares.  All
information  that it has supplied to LEXON in connection  with this Agreement is
true and correct.  It  acknowledges  that an investment in the Shares involves a
very high degree of risk. It has conducted all  investigations and due diligence
concerning  LEXON  which  it  deems  appropriate,  and it  has  found  all  such
information obtained fully acceptable.  It is knowledgeable about the prospects,
business, financial condition, operations and possible acquisitions of LEXON. It
has had an  opportunity  to ask questions of the officers and directors of LEXON
concerning the Shares and the business and financial  condition of and prospects
for LEXON, and the officers and directors of LEXON have adequately  answered all
questions asked and made all relevant information  requested available to it. It
understands  that  success of LEXON is dependent  upon LEXON's  receipt of funds
necessary to provide  working  capital,  which may not occur. It understands and
agrees that the following  restrictions  and  limitations  are applicable to the
purchase,   resale  and  distribution  of  the  Shares  pursuant  to  applicable
securities laws.

                                      -13-

<PAGE>

         (b)   Stock Transfer Restrictions.

          (i)  It is  aware  that it must  bear  the  full  economic  risk of an
               investment  in the  Shares of LEXON for an  indefinite  period of
               time,  because  the  transaction  in which the  Shares  are being
               issued has not been registered  under the Securities Act of 1933,
               as amended  ("Securities  Act"),  or the  securities  laws of any
               state;  and,  therefore,  the  Shares  cannot  be sold,  pledged,
               transferred  or  otherwise  disposed of unless  registered  under
               applicable  securities laws or an exemption from  registration is
               available. It further understands that only LEXON can take action
               to  register  the  Shares,   and  the  cost  of  registration  is
               prohibitive.

          (ii) A legend  will be placed  on the  certificates  representing  the
               common stock of LEXON in substantially the following form:


                            NOTICE OF TRANSFER RESTRICTIONS

         The  shares  evidenced  by this  Certificate  have  been  acquired  for
         investment only and have not been  registered  under the Securities Act
         of 1933, as amended,  or the securities  laws of any state.  The Shares
         may not be sold, transferred,  pledged or otherwise disposed of without
         the receipt of an opinion of counsel  acceptable  to LEXON that no such
         registration is required.

          (iii)Stop transfer  instructions  have been placed in LEXON's transfer
               records with respect to the Shares to insure that any transfer or
               disposition thereof is in full compliance with applicable law. It
               agrees  that LEXON may refuse or delay  transfer of the Shares or
               impose other  restrictions on the transfer of the Shares if LEXON
               is not  satisfied  that the  transfer is lawful.  However,  LEXON
               acknowledges  and  agrees  that this  determination  must be made
               within a  reasonable  time;  and if LEXON  finds the  transfer is
               satisfactory  and  permitted by  applicable  law,  LEXON will not
               refuse or delay the transfer.

                                   ARTICLE III
                          TRANSACTIONS PRIOR TO CLOSING

         3.01. Corporate Approvals.  Prior to Closing, each of the parties shall
submit this  Agreement to its Board of  Directors  and  Shareholders  and obtain
approval  thereof.  Copies of corporate  actions taken shall be provided to each
party.

         3.02.  Access  to  Information.   Each  party  agrees  to  permit  upon
reasonable notice the attorneys,  accountants,  and other representatives of the
other parties  reasonable  access during normal business hours to its properties
and its books and records to make reasonable

                                      -14-

<PAGE>
investigations  with  respect  to its  affairs,  and to make  its  officers  and
employees  available to answer questions and provide  additional  information as
reasonably requested.

         3.03.  Expenses.  Each  party  agrees  to  bear  its  own  expenses  in
connection  with  the  negotiation  and  consummation  of  the  Merger  and  the
transactions contemplated hereby.

         3.04. Covenants. Except as permitted in writing, each party agrees that
it will:

               (i)  Use its good faith efforts to obtain all requisite licenses,
                    permits, consents, approvals and authorizations necessary in
                    order to consummate the Merger; and

               (ii) Notify the other  parties upon the  occurrence  of any event
                    which would have a materially adverse effect upon the Merger
                    or  the  transactions   contemplated   hereby  or  upon  the
                    business, assets or results of operations; and

               (iii)Not modify its corporate  structure,  except as necessary or
                    advisable  in  order  to  consummate   the  Merger  and  the
                    transactions contemplated hereby.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

         The  obligation  of the  parties  to  consummate  the  Merger  and  the
transactions  contemplated hereby are subject to the following  conditions which
may be waived to the extent permitted by law:

         (a) Each party must obtain the approval of its Board of  Directors  and
shareholders in accordance with applicable law, and such approval shall not have
been rescinded or restricted; and

         (b) Each party shall obtain all requisite licenses,  permits, consents,
authorizations   and   approvals   required  to  complete  the  Merger  and  the
transactions contemplated hereby; and

         (c)  There  shall  be no  effective  injunction,  writ  or  preliminary
restraining  order or other  order of a  similar  nature  issued by any court or
governmental  agency  having  jurisdiction  directing  that  the  Merger  or the
transactions contemplated hereby shall not be consummated; and

         (d) The representations and warranties of the parties shall be true and
correct in all material respects at the Effective Time; and

                                      -15-

<PAGE>

         (e) LEXON shall issued to UTEK 500,000 shares of LEXON common stock;

         (f) LEXON shall enter into a Consulting Agreement with UTEK in mutually
acceptable form and substance;

         (g) The Patent  Applications  have been  prosecuted  in good faith with
reasonable  diligence;  provided that the parties understand and agree that UTEK
is only making a  representation  and warranty that the patent  application  has
been prosecuted in good faith with reasonable diligence.

         (h) The Research  Agreement has been executed and  delivered,  is valid
and in full force and effect, is in form and substance  acceptable to LEXON, and
there has been no default therein; and

         (i) The License has been executed and  delivered,  is valid and in full
force and effect,  is in form and substance  acceptable to LEXON,  and there has
been no default therein; and

         (j) The  Inventors  and Dr.  Highsmith  have  entered  into  Consulting
Agreements  with LEXON in mutually  agreed form and substance which provide that
they will be reasonably  available to provide consulting  services and technical
advice to LEXON from time to time about the  Invention,  so long as such  advice
and  consulting  services do not  unreasonably  interfere  with their duties and
responsibilities  with  UM and  so  long  as the  same  are in  accordance  with
applicable  policies  of UM and  applicable  legal and  regulatory  requirements
applicable to them; and

         (k) LEXON's  common  stock  shall be  eligible  for trading on a public
market.

                                    ARTICLE V
                                 INDEMNIFICATION

         (a) By UTEK.  UTEK agrees to indemnify,  defend and hold harmless LEXON
and its shareholders, directors, officers, employees, agents and representatives
and their respective  successors and assigns against and in respect of any cost,
damage, expense (including reasonable legal fees and actual expenses), liability
or loss  incurred or suffered  by any of them  resulting  from or arising out of
the: (i) breach, inaccuracy,  misrepresentation or untruth of any representation
or  warranty,  or the  nonfulfillment  of any  agreement  or  covenant  of  UTEK
contained in this Agreement or in any document delivered by UTEK or CDI to LEXON
pursuant hereto; and (ii) any action,  assessment,  claim, demand, proceeding or
suit incident to any of the  foregoing.  The liability of UTEK  hereunder may be
satisfied by the return to LEXON of shares of LEXON common stock issued pursuant
hereto  valued at the fair market value on the date the breach is  discovered to
the extent of the breach.


                                      -16-

<PAGE>

         (b) By LEXON. LEXON agrees to indemnify,  defend and hold harmless UTEK
and its member, managers,  officers,  employees,  agents and representatives and
their  respective  successors  and  assigns  against and in respect of any cost,
damage, expense (including reasonable legal fees and actual expenses), liability
or loss  incurred or suffered by any of them  resulting  from or arising out of:
(i) the breach, inaccuracy,  misrepresentation or untruth of any representation,
warranty,  or the nonfulfillment of any agreement or covenant of LEXON contained
in this  Agreement or in any document  delivered by it to UTEK pursuant  hereto;
and (ii) any action,  assessment,  claim, demand, proceeding or suit incident to
any of the foregoing.

         (c) Costs. The indemnification rights and obligations of a party hereto
shall  include  the  right  to  receive  and the duty to pay and  reimburse  the
indemnified  party  all  its  reasonable  costs  and  expenses  incurred  in the
enforcement of its rights hereunder.

         (d) Survival of Representations and Warranties.

               (1) The representations and warranties made by UTEK shall survive
          for a  period  of 3 years  after  Closing,  and  thereafter  all  such
          representations  and  warranties  shall be  extinguished,  except with
          respect to claims  then  pending  for which  specific  notice has been
          given  during  such 3 year  period.  UTEK  shall  have  liability  and
          responsibility for the surviving  representations  and warranties made
          by it  herein,  notwithstanding  any due  diligence  investigation  or
          examination by LEXON.

               (2)  The  representations  and  warranties  made by  LEXON  shall
          survive for a period of 3 years after Closing, and thereafter all such
          representations  and  warranties  shall be  extinguished,  except with
          respect to claims  then  pending  for which  specific  notice has been
          given  during  such 3 year  period.  LEXON  shall have  liability  and
          responsibility for the surviving  representations  and warranties made
          to  LEXON,   notwithstanding   any  due  diligence   investigation  or
          examination by UTEK.

         (e)  Limitations  on  Liability.  Notwithstanding  any other  provision
herein to the contrary,  neither party hereto shall be liable to the other party
for any cost,  damage,  expense,  liability  or loss under this  indemnification
provision  until  after the sum of all  amounts  individually  when added to all
other such amounts in the  aggregate  exceeds  $5,000,  and then such  liability
shall apply only to matters in excess of $5,000.

         (f) Rights of  Indemnitors.  The  indemnified  party  shall  notify the
indemnifying  party of the assertion or  commencement  of such action,  claim or
proceeding  within a  reasonable  period of time or, if  citation  or service of
process has been made, within 15 days thereafter.  The indemnified party may, at
its option and at its sole  expense,  participate  in the defense of and contest
any such action, claim or proceeding;  provided,  however, the indemnified party
shall at all times also have the right to participate fully therein. If the

                                      -17-

<PAGE>

indemnifying party, within a reasonable time after receiving such notice,  fails
to  participate,  the indemnified  party shall have the right,  but shall not be
obligated,  to undertake the defense of the action,  claim or proceeding for the
account of and at the risk of the indemnifying party; provided,  however, in the
event  that the  indemnified  party  shall  determine  to  compromise  or settle
(exercising  its judgment in good faith) any such action,  claim or  proceeding,
the indemnified party shall be required to give the indemnifying  party 15 days'
notice of such  determination  after its receipt of actual  notice of the claim.
The indemnified party shall then be entitled to compromise or settle the action,
claim or  proceeding  for the  account  of and at the  risk of the  indemnifying
party; provided,  however, the settlement shall be effective without the consent
of both the  indemnifying  and indemnified  parties,  which consent shall not be
reasonably  withheld.  The parties agree that any indemnified party may join any
indemnifying party in any action,  claim or proceeding brought by a third party,
as to which any right of  indemnity  created  by this  Agreement  would or might
apply,  for the purpose of enforcing any right of the indemnity  granted to such
indemnified party pursuant to this Agreement.

         (g) Additional  Rights. Any right of indemnity of any party pursuant to
this Agreement  shall be in addition to and shall not operate as a limitation on
any other  right to  indemnity  of such party  pursuant to this  Agreement,  any
document or  instrument  executed in  connection  with the  consummation  of the
transaction contemplated hereby or otherwise.

                                   ARTICLE VI
                                   ARBITRATION

         In the event a dispute  arises with  respect to the  interpretation  or
effect of this  Agreement or concerning the rights or obligations of the parties
hereto,  the parties agree to negotiate in good faith with reasonable  diligence
in an effort to resolve the dispute in a mutually acceptable manner.  Failing to
reach a  resolution  thereof,  either  party  shall have the right to submit the
dispute to be settled by arbitration  under the Commercial  Rules of Arbitration
of the American Arbitration Association. The parties agree that all arbitrations
shall be conducted in Tulsa, Oklahoma,  unless the parties mutually agree to the
contrary.  The cost of arbitration  shall be borne by the party against whom the
award is rendered or, if in the interest of fairness, as allocated in accordance
with the judgment of the  arbitrators.  All awards in  arbitration  made in good
faith  and not  infected  with  fraud or  other  misconduct  shall be final  and
binding.

                                   ARTICLE VII
                                  MISCELLANEOUS

         No party may assign this  Agreement  or any right or  obligation  of it
hereunder  without the prior  written  consent of the other parties  hereto.  No
permitted  assignment  shall  relieve  a party  of its  obligations  under  this
Agreement  without  the  separate  written  consent of the other  parties.  This
Agreement shall be binding upon and enure to the benefit of the parties

                                      -18-

<PAGE>

and their respective permitted successors and assigns. Each party agrees that it
will comply with all applicable laws, rules and regulations in the execution and
performance of its  obligations  under this  Agreement.  This Agreement shall be
governed by and construed in accordance  with the laws of the State of Oklahoma.
This document constitutes a complete and entire agreement among the parties with
reference to the subject  matters set forth  herein.  No statement or agreement,
oral or written, made prior to or at the execution hereof and no prior course of
dealing or  practice  by either  party  shall vary or modify the terms set forth
herein without the prior consent of the other parties hereto. This Agreement may
be amended only by a written  document  signed by the parties.  Notices or other
communications  required to be made in connection  with this Agreement  shall be
delivered to the parties at the address set forth below or at such other address
as may be  changed  from  time to time by  giving  written  notice  to the other
parties. This Agreement may be executed in multiple counterparts,  each of which
shall constitute one and a single Agreement.

                                  ARTICLE VIII
                          PIGGYBACK REGISTRATION RIGHTS

         LEXON  covenants  and agrees that if it files with the  Securities  and
Exchange Commission an underwritten  registration statement on SEC Form S-SB1 or
Form  S-l or its  equivalent  which  includes  the  offer  of  shares  owned  by
shareholders of LEXON, LEXON will use its best efforts to include some or all of
the shares of LEXON  common  stock  issued to and then held by UTEK  pursuant to
this Agreement. If the underwriters include any selling shareholder shares, UTEK
shall be  permitted  to  include  some or all of its LEXON  shares on a pro rata
basis to the  extent  and upon the same  terms  and  conditions  as other  LEXON
shareholders  are permitted to have their LEXON shares  included in the proposed
offering.  If the  underwriters  do not permit for any reason the  inclusion  of
selling  shareholder  shares in the  offering,  UTEK  shares  shall  also not be
included.  It is the  expressed  intent of this  Article  that  UTEK be  treated
exactly the same as any other selling LEXON  shareholder in connection  with any
underwritten  offering of LEXON common stock,  no better and no worse.  If LEXON
proposes an underwritten  offering,  LEXON will give UTEK 15 days' prior written
notice  thereof,  and UTEK shall give LEXON notice within 10 days  thereafter of
UTEK's  desire as to the number of shares,  if any, that UTEK desires to include
in the offering.  LEXON will notify the lead underwriters of UTEK's desire,  and
LEXON will include UTEK shares in accordance  with this Article.  As a condition
of  including  any  UTEK  shares  in the  offering,  UTEK  shall  (1)  sign  all
underwriting  agreements,  representations,  warranties,  certificates and other
papers as the underwriters  require of UTEK and other LEXON  shareholders  whose
shares are to be  included  in the  offering;  (2) pay pro rata all costs of the
offering to the same extent as other LEXON selling  shareholders are required to
pay;  and (3) take all other  actions and do all other things as are required of
other  selling  shareholders.  Failure of UTEK to  respond  within 10 days after
notice of LEXON's intention to file an underwritten  offering shall constitute a
waiver of the rights set forth in this Article.



                                      -19-

<PAGE>

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed by a duly authorized officer this 5th day of August, 1999.

LEXON, INC.                             CANCER DIAGNOSTICS, INC.

By: /s/ GIFFORD M. MABIE                By: /s/ CLIFFORD M. GROSS
----------------------------------      --------------------------------
Gifford M. Mabie, President             Dr. Clifford M. Gross, President


                                        UTEK, LLC

                                        By: /s/ CLIFFORD M. GROSS
                                        --------------------------------
                                        Dr. Clifford M. Gross, Chief Executive
                                        Officer


                                      -20-

<PAGE>



                                    Exhibit B
                                       to
                          Agreement and Plan of Merger



                                    Directors

                                Gifford M. Mabie




                          Officers and Key Consultants

                  Gifford M. Mabie                   President and CEO
                  Rhonda R. Vincent                  Director of Accounting
                  Frederick K. Slicker               General Counsel
                  Thomas Coughlin, M. D.             Medical Director




                                    EXHIBIT A
                              CERTIFICATE OF MERGER


TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA, 101 State Capitol Bldg.,
Oklahoma City, OK 73105.

         This  Certificate  of Merger is being filed pursuant to Section 1082 of
the Oklahoma General  Corporation  Act. In lieu of filing an executed  Agreement
and Plan of Merger,  the  Surviving  Corporation  hereby states and certifies as
follows:

1.   The  names  and  states  of   incorporation  of  each  of  the  Constituent
     Corporations are:

         NAME OF CORPORATION                         STATE OF INCORPORATION

         Lexon, Inc.                                 Oklahoma
         Cancer Diagnostics, Inc.                    Florida

2.   An  Agreement  and Plan of Merger has been  approved,  adopted,  certified,
     executed and  acknowledged by each Constituent  Corporation,  in accordance
     with the  provisions  of Section 1082 of Title 18 of the Oklahoma  Statutes
     and Section 601.1107 of the Corporation Laws of Florida.

3.   The name of the Surviving Corporation is Lexon, Inc.

4.   The Certificate of Incorporation of the Surviving  Corporation is not being
     changed by reason of the Merger.

5.   The executed Agreement and Plan of Merger is on file at the principal place
     of business of the Surviving Corporation at 8908 S. Yale, Suite 409, Tulsa,
     OK 74137-3545.

6.   A copy of the Agreement and Plan of Merger will be furnished on request and
     without cost to any shareholder of any Constituent Corporation.

7.   The authorized capital of Cancer Diagnostic, Inc. is 1,000 shares of common
     stock, no par value, and 1,000 shares are issued, outstanding and voted for
     the Merger.

                                       1
<PAGE>

         IN WITNESS WHEREOF, the Surviving Corporation has caused these Articles
of  Merger  to be  executed  by its  President  and  attested  by its  Assistant
Secretary, this ____of January, 2000.

                                          LEXON, INC.


                                          By: __________________________________
                                          Gifford M. Mabie, President


ATTEST:

By:____________________________
Rhonda Vincent, Assistant Secretary





                                        2

<PAGE>

                                   EXHIBIT A

                               ARTICLES OF MERGER


TO THE SECRETARY OF STATE OF THE STATE OF FLORIDA, 409 EAST GAINES STREET,
TALLAHASSEE, FLORIDA 32299:

         These Articles of Merger are being filed pursuant to Section 601.117 of
the Florida General  Corporation  Laws. In lieu of filing an executed  Agreement
and Plan of Merger,  the  Surviving  Corporation  hereby states and certifies as
follows:

1.   The  names  and  states  of   incorporation  of  each  of  the  Constituent
     Corporations are:

         NAME OF CORPORATION                         STATE OF INCORPORATION

         Lexon, Inc.                                 Oklahoma
         Cancer Diagnostics, Inc.                    Florida

2.   An  Agreement  and Plan of Merger has been  approved,  adopted,  certified,
     executed and  acknowledged by each Constituent  Corporation,  in accordance
     with the  provisions  of Section 1082 of Title 18 of the Oklahoma  Statutes
     and Section  601.1107  of the  Corporation  Laws of  Florida.  The Board of
     Directors and Shareholders of the Surviving Corporation approved the Merger
     August  ___,1999  and  August  ___,  1999,  respectively;  and the Board of
     Directors and Shareholders of Cancer Diagnostics,  Inc. approved the Merger
     on August __, 1999 and August ___, 1999, respectively.

3.   The name of the Surviving Corporation is Lexon, Inc.

4.   The Certificate of Incorporation of the Surviving  Corporation is not being
     changed by reason of the Merger.

5.   The executed Agreement and Plan of Merger is on file at the principal place
     of business of the Surviving Corporation at 8908 S. Yale, Suite 409, Tulsa,
     OK 74137-3545.

6.   A copy of the Agreement and Plan of Merger will be furnished on request and
     without cost to any shareholder of any Constituent Corporation.

7.   The  authorized  capital of Cancer  Diagnostics,  Inc.  is 1,000  shares of
     common stock,  no par value,  and 1,000 shares are issued,  outstanding and
     voted for the Merger.


                                       1
<PAGE>
         IN WITNESS WHEREOF, the Surviving Corporation has caused these Articles
of  Merger  to be  executed  by its  President  and  attested  by its  Assistant
Secretary, this ____of January, 2000.


                                        LEXON, INC.


                                        By: __________________________________
                                        Gifford M. Mabie, President


ATTEST:

By:____________________________
Rhonda Vincent, Assistant Secretary




                                        2
<PAGE>


                                Schedule 2.01(l)

                            CDI Financial Statements




<PAGE>



                                Schedule 2.01(i)

                               PATENT APPLICATIONS

TECH DISCLOSURE         PATENT
UMB ID#                 APPLICATION               DATE            TITLE

1489JS                  Provisional               2/16/98         Telomerase
                                                                  Assay or Body
                                                                  Fluids for
                                                                  Cancer
                                                                  Screening and
                                                                  Assessment of
                                                                  Disease Stage
                                                                  and Prognosis

                        Patent App.               2/16/99
                        US
                        09/250,336





<PAGE>


                                Schedule 2.02(j)

                           LEXON Financial Statements