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|              ACQUISITION OF VIDEO PROCESSING TECHNOLOGIES, INC.            |
|                                       by                                   |
|                      BROADCAST INTERNATIONAL, INC.                         |
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                AGREEMENT AND PLAN OF ACQUISITION


      This Agreement and Plan of Acquisition (Agreement) is entered into by
and between VIDEO PROCESSING TECHNOLOGIES, INC., a Florida corporation,
(VPTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and BROADCAST
INTERNATIONAL, INC., a Utah corporation, (BCI)

      WHEREAS, UTEK owns 100% of the issued and outstanding shares of common
stock of VPTI  (VPTI Shares); and

      WHEREAS, before the Closing Date, VPTI will acquire the license for the
fields of use as described in the License Agreement as described and which is
attached hereto as part of Exhibit A and made a part of this Agreement
(License Agreement) and the rights to develop and market a patented and
proprietary technology for the fields of uses specified in the License
Agreement (Technology).

      WHEREAS, the parties desire to provide for the terms and conditions upon
which VPTI will be acquired by BCI in a stock-for-stock exchange (Acquisition)
in accordance with the respective corporation laws of their state, upon
consummation of which all VPTI Shares will be owned by BCI, and all issued and
outstanding VPTI Shares will be exchanged for common stock of BCI with terms
and conditions as set forth more fully in this Agreement; and

      WHEREAS, for federal income tax purposes, it is intended that the
Acquisition qualifies within the meaning of Section 368 (a)(1)(B) 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 by
this Agreement acknowledged, the parties agree as follows:

                            ARTICLE 1
                 THE STOCK-FOR-STOCK ACQUISITION

      1.01  The Acquisition

            (a)    Acquisition Agreement.  Subject to the terms and conditions
of this Agreement, at the Effective Date, as defined below, all VPTI Shares
shall be acquired from UTEK by BCI in accordance with the respective
corporation laws of their state and the provisions of this Agreement and the
separate corporate existence of VPTI, as a wholly-owned subsidiary of BCI,
shall continue after the closing.

            (b)    Effective Date. The Acquisition shall become effective
(Effective Date) upon the execution of this Agreement and closing of the
transaction.


                           Page 1 of 18

<PAGE>


      1.02  Exchange of Stock. At the Effective Date, by virtue of the
Acquisition, all of the VPTI Shares that are issued and outstanding at the
Effective Date shall be exchanged for 994,063 unregistered shares of common
stock of BCI (BCI Shares)(to be adjusted to a value of $2,344,000 based on the
last ten (10) day average of the closing stock price of BCI on the day prior
to execution of this agreement), which by agreement of the shareholders of
VPTI shall be issued as follows:


                  Shareholder                Number of BCI Shares
                  ------------               --------------------
                  UTEK Corporation                    944,360
                  Aware Capital Consultants            49,703


      1.03  Effect of Acquisition.

            (a)    Rights in VPTI Cease. At and after the Effective Date, the
holder of each certificate of common stock of VPTI shall cease to have any
rights as a shareholder of VPTI.

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

      1.04  Closing. Subject to the terms and conditions of this Agreement,
the Closing of the Acquisition shall take place January 27, 2006.

                            ARTICLE 2
                  REPRESENTATIONS AND WARRANTIES

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

            (a)  Organization. VPTI and UTEK are corporations duly organized,
validly existing and in good standing under the laws of their respective
states of incorporation, and they have the requisite power and authority to
conduct their business and consummate the transactions contemplated by this
Agreement. True, correct and complete copies of the articles of incorporation,
bylaws and all corporate minutes of VPTI have been provided to BCI and such
documents are presently in effect and have not been amended or modified.

            (b)  Authorization. The execution of this Agreement and the
consummation of the Acquisition and the other transactions contemplated by
this Agreement have been duly authorized by the board of directors and
shareholders of VPTI and the board of directors of UTEK; no other corporate
action by the respective parties is necessary in order to execute, deliver,
consummate and perform their respective obligations hereunder; and VPTI and
UTEK have all requisite corporate and other authority to execute and deliver
this Agreement and consummate the transactions contemplated by this Agreement.

            (c)  Capitalization.  The authorized capital of VPTI consists of
1,000 shares of common stock with a par value $.01 per share. At the date of
this Agreement, 1,000 VPTI Shares are issued and outstanding as follows:





                           Page 2 of 18

<PAGE>



                  Shareholder          Number of VPTI Shares
                  ------------         ----------------------
                  UTEK Corporation                1000

All issued and outstanding VPTI Shares 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.
VPTI is not authorized to issue any preferred stock. All dividends on VPTI
Shares which have been declared prior to the date of this Agreement have been
paid in full. There are no outstanding options, warrants, commitments, calls
or other rights or agreements requiring VPTI to issue any VPTI Shares or
securities convertible into VPTI Shares to anyone for any reason whatsoever.
None of the VPTI Shares is subject to any change, claim, condition, interest,
lien, pledge, option, security interest or other encumbrance or restriction,
including any restriction on use, voting, transfer, receipt of income or
exercise of any other attribute of ownership.

            (d)   Binding Effect. The execution, delivery, performance and
consummation of this Agreement, the Acquisition and the transactions
contemplated by this Agreement will not violate any obligation to which VPTI
or UTEK is a party and will not create a default under any such obligation or
under any agreement to which VPTI or UTEK is a party.  This Agreement
constitutes a legal, valid and binding obligation of VPTI, 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 best of VPTI and UTEK's knowledge,
information and belief, threatened, which seek to enjoin the Acquisition 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 or prospects of VPTI.

            (f)    No Conflicting Agreements. Neither the execution and
delivery of this Agreement nor the fulfillment of or compliance by VPTI or
UTEK with the terms or provisions of this Agreement nor all other documents or
agreements contemplated by this Agreement and the consummation of the
transaction contemplated by this Agreement will result in a breach of the
terms, conditions or provisions of, or constitute a default under, or result
in a violation of, VPTI or UTEK's articles of incorporation or bylaws, the
Technology, the License Agreement, or any agreement, contract, instrument,
order, judgment or decree to which VPTI or UTEK is a party or by which VPTI or
UTEK or any of their respective 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 government entity which materially affects their
respective assets or businesses.


                           Page 3 of 18


<PAGE>

            (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 VPTI and UTEK or performance of
the obligations of VPTI and UTEK hereunder or under any other agreement to
which VPTI 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 in order to prevent the termination of the Technology, the License
Agreement, or any other material right, privilege, license or agreement
relating to VPTI or its assets or business.

            (h)    Title to Assets. VPTI has or has agreed to enter into the
agreements as listed on Exhibit A attached hereto. These agreements and the
assets shown on the balance sheet of attached Exhibit B are the sole assets of
VPTI. VPTI has or will by Closing Date have good and marketable title to its
assets, free and clear of all liens, claims, charges, mortgages, options,
security agreements and other encumbrances of every kind or nature whatsoever.

            (i)     Intellectual Property

                  (1)    The University of California, San Diego (UCSD) owns
the Technology and has all right, power, authority and ownership and
entitlement to file, prosecute and maintain in effect the Patent applications
with respect to the Inventions listed in Exhibit A hereto.

                  (2)    The License Agreement between UCSD and VPTI covering
the Inventions is legal, valid, binding and will be enforceable in accordance
with its terms as contained in Exhibit A.

                  (3)    Except as otherwise set forth in this Agreement, BCI
acknowledges and understands that VPTI and UTEK make no representations and
provide no assurances that the rights to the Technology and Intellectual
Property contained in the License Agreement do not, and will not in the
future, infringe or otherwise violate the rights of third parties, and

                  (4)    Except as otherwise expressly set forth in this
Agreement, VPTI and UTEK make no representations and extend no warranties of
any kind, either express or implied, including, but not limited to warranties
of merchantability, fitness for a particular purpose, non-infringement and
validity of the Intellectual Property.

            (j)     Liabilities of VPTI. VPTI has no assets, no liabilities or
obligations of any kind, character or description except those listed on the
attached schedules and exhibits.

            (k)    Financial Statements. The unaudited financial statements of
VPTI, including a balance sheet, attached as Exhibit B and made a part of this
Agreement, are, in all respects, complete and correct and present fairly
VPTI's financial position and the results of its operations on the dates and
for the periods shown in this Agreement; 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. VPTI 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, and on the Closing Date there will be no,
outstanding obligations or liabilities of VPTI except as specifically set
forth in the financial statements and the other attached schedules and
exhibits.  There is no information known to VPTI or UTEK that would prevent
the financial statements of VPTI from being audited in accordance with
generally accepted accounting principles.


                           Page 4 of 18

<PAGE>


            (l)     Taxes. All returns, reports, statements and other similar
filings required to be filed by VPTI 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 and other related filings are required to be filed; all such tax
returns properly reflect all liabilities of VPTI for taxes for the periods,
property or events covered by this Agreement; and all taxes, whether or not
reflected on those tax returns, and all taxes claimed to be due from VPTI by
any taxing authority, have been properly paid, except to the extent reflected
on VPTI's financial statements, where VPTI has contested in good faith by
appropriate proceedings and reserves have been established on its financial
statements to the full extent if the contest is adversely decided against it.
VPTI has not received any notice of assessment or proposed assessment in
connection with any tax returns, nor is VPTI a party to or to the best of its
knowledge, expected to become a party to any pending or threatened action or
proceeding, assessment or collection of taxes. VPTI 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. VPTI 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 VPTI. VPTI is not and has never been a party to any tax sharing
agreements with any other person or entity.

            (m)    Absence of Certain Changes or Events. From the date of the
full execution of the Term Sheet until the Closing Date, VPTI has not, and
without the written consent of BCI, it will not have:

                  (1)    Sold, encumbered, assigned let lapsed or transferred
any of its material assets, including without limitation the Intellectual
Property, the License Agreement or any other material asset;

                  (2)    Amended or terminated the License Agreement or other
material agreement or done any act or omitted to do any act which would cause
the breach of the License Agreement or any other material agreement;

                  (3)    Suffered any damage, destruction or loss whether or
not in control of VPTI;

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

                  (5)    Entered into any transaction or made any commitment
not disclosed to BCI;

                  (6)    Incurred any material obligation or liability for
borrowed money;

                  (7)    Suffered any other event of any character, which is
reasonable to expect, would adversely affect the future condition (financial
or otherwise) assets or liabilities or business of VPTI; or

                  (8)    Taken any action, which could reasonably be foreseen
to make any of the representations or warranties made by VPTI or UTEK untrue
as of the date of this Agreement or as of the Closing Date.

            (n)    Material Agreements. Exhibit A attached contains a true and
complete list of all contemplated and executed agreements between VPTI and a
third party. A complete and accurate copies of all material agreements,
contracts and commitments of the following types, whether written or oral to
which it is a party or is bound (Contracts), has been provided to BCI and such
agreements are or will be at the Closing Date, in full force and effect
without modifications or amendment and constitute the legally valid and
binding obligations of VPTI in accordance with their respective terms and will
continue to be valid and enforceable following the Acquisition. VPTI is not in
default of any of the Contracts. In addition:


                           Page 5 of 18
<PAGE>


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

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

                  (3)    The complete final drafts of the License Agreement
have has been provided to BCI; and

                  (4)    Except as set forth in (3) above, there are no
outstanding licenses to or from others of any intellectual property and trade
names; and

                  (5)    There are no outstanding agreements or commitments to
sell, lease or otherwise dispose of any of VPTI's property; and

                  (6)    There are no breaches of any agreement to which VPTI
is a party.

            (o)    Compliance with Laws. VPTI is in compliance with all
applicable laws, rules, regulations and orders promulgated by any federal,
state or local government body or agency relating to its business and
operations.

            (p)    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 to the best knowledge of VPTI or UTEK,
threatened against VPTI, the Technology, or Patent License Agreement,
affecting its assets or business (financial or otherwise), and neither VPTI
nor UTEK is in violation of or in default with respect to any judgment, order,
decree or other finding of any court or government authority relating to the
assets, business or properties of VPTI or the transactions contemplated
hereby. 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
the assets or business of VPTI or the transactions contemplated.

            (q)    Employees. VPTI has no and never had any employees. VPTI is
not a party to or bound by any employment agreement or any collective
bargaining agreement with respect to any employees. VPTI is not in violation
of any law, regulation relating to employment of employees.

            (r)    Adverse Effect. Neither VPTI nor UTEK has any knowledge of
any or threatened existing occurrence, action or development that could cause
a material adverse effect on VPTI or its business, assets or condition
(financial or otherwise) or prospects.

            (s)    Employee Benefit Plans.  VPTI states that there are no and
have never been any employee benefit plans, and there are no commitments to
create any, including without limitation as such term is defined in the
Employee Retirement Income Security Act of 1974, as amended, in effect, and
there are no outstanding or un-funded liabilities nor will the execution of
this Agreement and the actions contemplated in this Agreement result in any
obligation or liability to any present or former employee.

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

                           Page 6 of 18

<PAGE>


            (u)    No Broker's Fees. Neither UTEK nor VPTI has incurred any
investment banking, advisory or other similar fees or obligations in
connection with this Agreement or the transactions contemplated by this
Agreement.

            (v)    Full Disclosure.   All representations or warranties of
UTEK and VPTI are true, correct and complete in all material respects to the
best of our knowledge on the date of this Agreement and shall be true, correct
and complete in all material respects as of the Closing Date as if they were
made on such date.  No statement made by them in this Agreement or in the
exhibits to this Agreement or any document delivered by them or on their
behalf pursuant to this Agreement contains an untrue statement of material
fact or omits to state all material facts necessary to make the statements in
this Agreement not misleading in any material respect in light of the
circumstances in which they were made.

      2.02   Representations and Warranties of BCI.  BCI represents and
warrants to UTEK and VPTI that the facts set forth are true and correct.

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

            (b)    Authorization.  The execution of this Agreement and the
consummation of the Acquisition and the other transactions contemplated by
this Agreement have been duly authorized by the board of directors of BCI; no
other corporate action on their respective parts is necessary in order to
execute, deliver, consummate and perform their obligations hereunder; and they
have all requisite corporate and other authority to execute and deliver this
Agreement and consummate the transactions contemplated by this Agreement.

            (c)    Capitalization. The authorized capital of BCI consists of
40,000,000 (Forty Million) shares of common stock with a par value $0.05 per
share (BCI Common Shares) and on the Effective Date of the Acquisition,
22,021,186 (Twenty-Two Million, Twenty-One Thousand, One Hundred Eighty-Six)
BCI Shares (which will include the 994,063 (Nine Hundred and Ninety Four
Thousand, Sixty-Three) BCI Shares issued at the closing of the Acquisition)
will be issued and outstanding. All issued and outstanding BCI Shares 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.

            (d)    Binding Effect. The execution, delivery, performance and
consummation of the Acquisition and the transactions contemplated by this
Agreement will not violate any obligation to which BCI is a party and will not
create a default hereunder, and this Agreement constitutes a legal, valid and
binding obligation of BCI, 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 Acquisition 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 BCI.

                           Page 7 of 18

<PAGE>


            (f)    No Conflicting Agreements. Neither the execution and
delivery of this Agreement nor the fulfillment of or compliance by BCI with
the terms or provisions of this Agreement will result in a breach of the
terms, conditions or provisions of, or constitute default under, or result in
a violation of, their respective corporate charters or bylaws, or any
agreement, contract, instrument, order, judgment or decree to which it is a
party or by which it or any of its assets are 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. Assuming the correctness of UTEK and VPTI's
representations, 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 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 BCI or its assets or business.

            (h)    Financial Statements. The unaudited financial statements of
BCI attached as Exhibit C present fairly its financial position and the
results of its operations on the dates and for the periods shown in this
Agreement; 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. BCI 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 BCI except as specifically set forth in the BCI
financial statements.

            (i)    Full Disclosure. All representations or warranties of BCI
are true, correct and complete in all material respects on the date of this
Agreement and shall be true, correct and complete in all material respects as
of the Closing Date as if they were made on such date. No statement made by
them in this Agreement or in the exhibits to this Agreement or any document
delivered by them or on their behalf pursuant to this Agreement contains an
untrue statement of material fact or omits to state all material facts
necessary to make the statements in this Agreement not misleading in any
material respect in light of the circumstances in which they were made.

            (j)    Compliance with Laws. BCI is in compliance with all
applicable laws, rules, regulations and orders promulgated by any federal,
state or local government body or agency relating to its business and
operations.

            (k)    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, to the best knowledge of BCI,
threatened against BCI materially affecting its assets or business (financial
or otherwise), and BCI is not in violation of or in default with respect to
any judgment, order, decree or other finding of any court or government
authority. 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. BCI has no knowledge of any existing or threatened
occurrence, action or development that could cause a material adverse affect
on BCI or its business, assets or condition (financial or otherwise) or
prospects.

            (l)    Development.  BCI agrees and warrants that it has the
expertise necessary to and has had the opportunity to independently evaluate
the inventions of the Licensed Patents and develop same for the market.


                           Page 8 of 18


      2.03    Investment Representations of UTEK. UTEK represents and warrants
to BCI 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 BCI Shares pursuant to the Acquisition. It is able to bear the
economic risk of the investment in BCI Shares, including the risk of a total
loss of the investment in BCI Shares. The acquisition of BCI Shares is for its
own account and is for investment and not with a view to the distribution of
this Agreement. Except a 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 at the present time. All information that it has supplied to BCI
is true and correct. It has conducted all investigations and due diligence
concerning BCI to evaluate the risks inherent in accepting and holding the
shares which it deems appropriate, and it has found all such information
obtained fully acceptable. It has had an opportunity to ask questions of the
officer and directors of BCI concerning BCI Shares and the business and
financial condition of and prospects for BCI, and the officers and directors
of BCI have adequately answered all questions asked and made all relevant
information available to them. UTEK is an (accredited investor, as the term is
defined in Regulation D, promulgated under the Securities Act of 1933, as
amended, and the rules and regulations thereunder.

            (b)    Stock Transfer Restrictions.  UTEK acknowledges that the
BCI Shares will not be registered and UTEK will not be permitted to sell or
otherwise transfer the BCI Shares in any transaction in contravention of the
following legend, which will be imprinted in substantially the following form
on the stock certificate representing BCI Shares:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS
OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE
PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER
OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK
CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION
IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

            (c)  Legend.  Subject to Rule 144 restrictions, 24 months
following the stock acquisition described herein, BCI agrees to and shall
direct its transfer agent to remove the above legend upon the issuance by
UTEK's legal counsel that the above legend can be removed from UTEK's shares.
BCI agrees to and promptly shall provide any information requested by UTEK or
UTEK's counsel and to make further direction to its transfer agent as
necessary for such issuance of an opinion regarding removal of the legend or
the sale of such restricted shares under Rule 144 or other available exemption
from registration. A letter effecting the issuance of the certificate without
the restrictive legend two year from the date of closing is attached as
Exhibit D.

            (d) In the event that BCI fails to direct its transfer agent to
remove the legend within fifteen (15) days of request by UTEK, BCI shall be
liable to an additional fee of 10% of the current value of the shares held by
UTEK, as well as any and all attorney fees and costs that UTEK may incur as a
result of BCI failing to comply in this request.

                            ARTICLE 3
                  TRANSACTIONS PRIOR TO CLOSING


      3.01  Corporate Approvals. Prior to Closing Date, each of the parties
shall submit this Agreement to its board of directors and when necessary, its
respective shareholders and obtain approval of this Agreement. Copies of
corporate actions taken shall be provided to each party.


                           Page 9 of 18

<PAGE>


      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 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 Acquisition and the transactions
contemplated by this Agreement.

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

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

            (b)    Notify the other parties upon the occurrence of any event
which would have a materially adverse effect upon the Acquisition or the
transactions contemplated by this Agreement or upon the business, assets or
results of operations; and

            (c)    Not modify its corporate structure, except as necessary or
advisable in order to consummate the Acquisition and the transactions
contemplated by this Agreement.

                            ARTICLE 4
                       CONDITIONS PRECEDENT

      The obligation of the parties to consummate the Acquisition and the
transactions contemplated by this Agreement are subject to the following
conditions that may be waived, to the extent permitted by law:

      4.01.  Each party must obtain the approval of its board of directors and
such approval shall not have been rescinded or restricted.

      4.02.  Each party shall obtain all requisite licenses, permits,
consents, authorizations and approvals required to complete the Acquisition
and the transactions contemplated by this Agreement.

      4.03.  There shall be no claim or litigation instituted or threatened in
writing by any person or government authority seeking to restrain or prohibit
any of the contemplated transactions contemplated by this Agreement or
challenge the right, title and interest of UTEK in the VPTI Shares or the
right of VPTI or UTEK to consummate the Acquisition contemplated hereunder.

      4.04.  The representations and warranties of the parties shall be true
and correct in all material respects at the Effective Date.

      4.05.  The Technology and Intellectual Property has been prosecuted in
good faith with reasonable diligence.

      4.06.  To the best knowledge of UTEK and VPTI, the License Agreement and
the Work for Others Agreement are valid and in full force and effect without
any default in this Agreement.

      4.07.  BCI shall have received, at or within 5 days of Closing Date,
each of the following:

            (a)    the stock certificates representing the VPTI Shares, duly
endorsed (or accompanied by duly executed stock powers) by UTEK  for
cancellation;

                          Page 10 of 18

<PAGE>


            (b)    all documentation relating to VPTI's business, all in a
form and substance satisfactory to BCI;

            (c)    such agreements, files and other data and documents
pertaining to VPTI's  business as BCI may reasonably request;

            (d)    copies of the general ledgers and books of account of VPTI,
and all federal, state and local income, franchise, property and other tax
returns filed by VPTI since the inception of VPTI;

            (e)    certificates of (i) the Secretary of State of the State of
Florida as to the legal existence and good standing, as applicable, (including
tax) of VPTI in Florida;

            (f)    the original corporate minute books of VPTI, including the
articles of incorporation and bylaws of VPTI, and all other documents filed in
this Agreement;

            (g)    all consents, assignments or related documents of
conveyance to give BCI the benefit of the transactions contemplated hereunder;

            (h)    such documents as may be needed to accomplish the Closing
under the corporate laws of the states of incorporation of BCI and VPTI, and

            (i)    such other documents, instruments or certificates as BCI,
or their counsel may reasonably request.

      4.08.  BCI shall have completed due diligence investigation of VPTI to
BCI's satisfaction in their sole discretion.

      4.09.  BCI shall receive the resignation effective the Closing Date of
each director and officer of VPTI.

                            ARTICLE 5
             INDEMNIFICATION AND LIABILITY LIMITATION

      5.01.  Survival of Representations and Warranties.

            (a)    The representations and warranties made by UTEK and VPTI
shall survive for a period of 1 year after the Closing Date, and thereafter
all such representation and warranties shall be extinguished, except with
respect to claims then pending for which specific notice has been given during
such 1-year period.

            (b)    The representations and warranties made by BCI shall
survive for a period of 1 year after the Closing Date, 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
1-year period.

      5.02  Limitations on Liability.  BCI agrees that UTEK shall not be
liable under this agreement to BCI or their respective successor's, assigns or
affiliates except where damages result directly from the gross negligence or
willful misconduct of UTEK or its employees.  In no event shall UTEK's
liability exceed the total amount of the fees paid to UTEK under this
agreement, nor shall UTEK be liable for incidental or consequential damages of
any kind.  BCI shall indemnify UTEK, and hold UTEK harmless against any and
all claims by third parties for


                          Page 11 of 18
<PAGE>



losses, damages or liabilities, including reasonable attorneys fees and
expenses ("Losses"), arising in any manner out of or in connection with the
rendering of services by UTEK under this Agreement, unless it is finally
judicially determined that such Losses resulted from the gross negligence or
willful misconduct of UTEK. The terms of this paragraph shall survive the
termination of this agreement and shall apply to any controlling person,
director, officer, employee or affiliate of UTEK.

      5.03  Indemnification.  BCI agrees to indemnify and hold harmless UTEK
and its subsidiaries and affiliates and each of its and their officers,
directors, principals, shareholders, agents, independent contactors and
employees (collectively "Indemnified Persons") from and against any and all
claims, liabilities, damages, obligations, costs and expenses (including
reasonable attorneys' fees and expenses and costs of investigation) arising
out of or relating to  matters  or arising from this Agreement, except to the
extent that any such claim, liability, obligation, damage, cost or expense
shall have been determined by final non-appealable order of a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of the Indemnified Person or Persons in respect of whom such
liability is asserted.

            (a)     Limitation of Liability.  BCI agrees that no Indemnified
Person shall have any liability as a result of  the execution and delivery of
this Agreement,  or other matters relating to or arising from this Agreement,
other than liabilities that shall have been determined by final non-appealable
order of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the Indemnified Person or Persons in
respect of whom such liability is asserted.  Without limiting the generality
of the foregoing, in no event shall any Indemnified Person be liable for
consequential, indirect or punitive damages, damages for lost profits or
opportunities or other like damages or claims of any kind.  In no event shall
UTEK's liability exceed the total amount of the fees paid to UTEK under this
Agreement.

                            ARTICLE 6
                             REMEDIES

      6.01  Specific Performance. Each party's obligations under this
Agreement are unique. If any party should default in its obligations under
this agreement, the parties each acknowledge that it would be extremely
impracticable to measure the resulting damages. Accordingly, the
non-defaulting party, in addition to any other available rights or remedies,
may sue in equity for specific performance, and the parties each expressly
waive the defense that a remedy in damages will be adequate.

      6.02  Costs. If any legal action or any arbitration or other proceeding
is brought for the enforcement of this agreement or because of an alleged
dispute, breach, default, or misrepresentation in connection with any of the
provisions of this agreement, the successful or prevailing party or parties
shall be entitled to recover reasonable attorneys' fees and other costs
incurred in that action or proceeding, in addition to any other relief to
which it or they may be entitled.

                            ARTICLE 7
                           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 to this Agreement, 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 of this Agreement, 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, unless the parties mutually agree to the
contrary such arbitration shall be conducted in Tampa,




                          Page 12 of 18

<PAGE>


Florida.  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.  The arbitrators shall be selected as follows: one by BCI,
one by UTEK and a third by the two selected arbitrators. The third arbitrator
shall be the chairman of the panel.

                            ARTICLE 8
                          MISCELLANEOUS

      8.01. No party may assign this Agreement or any right or obligation of
it hereunder without the prior written consent of the other parties to this
Agreement. No permitted assignment shall relieve a party of its obligations
under this Agreement without the separate written consent of the other
parties.

      8.02.  This Agreement shall be binding upon and inure to the benefit of
the parties and their respective permitted successors and assigns.

      8.03.  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.

      8.04.  This Agreement shall be governed by and construct in accordance
with the laws of the State of Florida without regard to principles of
conflicts of law.

      8.05.  This document constitutes a complete and entire agreement among
the parties with reference to the subject matters set forth in this Agreement.
No statement or agreement, oral or written, made prior to or at the execution
of this Agreement and no prior course of dealing or practice by either party
shall vary or modify the terms set forth in this Agreement without the prior
consent of the other parties to this Agreement. This Agreement may be amended
only by a written document signed by the parties.

      8.06.  Notices or other communications required to be made in connection
with this Agreement shall be sent by U.S. mail, certified, return receipt
requested, personally delivered or sent by express delivery service and
delivered to the parties at the addresses set forth below or at such other
address as may be changed from time to time by giving written notice to the
other parties.

      8.07.  The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

      8.08.  This Agreement may be executed in multiple counterparts, each of
which shall constitute one and a single Agreement.

      8.09   Any facsimile signature of any part to this Agreement or to any
other agreement or document executed in connection of this Agreement should
constitute a legal, valid and binding execution by such parties.




                (Signatures on the following page)


                          Page 13 of 18

<PAGE>

BCI CORPORATION                          VIDEO PROCESSING TECHNOLOGIES, INC.

     /s/ Rodney M. Tiede                      /s/ Joel Edelson
By:__________________________            By:____________________________
     Rodney M. Tiede                          Joel Edelson
     Chief Executive Officer                  President


     Address:                            Address:
     7050 Union Park Ave                 202 South Wheeler Street
     Suite 600                           Plant City, Florida 33563
     Salt Lake City, UT 84047


Date: 1-27-06                            Date:  1-27-06


UTEK CORPORATION

      /s/ Clifford M. Gross
By:__________________________
     Clifford M. Gross, Ph.D.
     Chief Executive Officer

      Address:
      202 South Wheeler Street
      Plant City, Florida 33563

Date: 1-27-06




                          Page 14 of 18

<PAGE>


                            EXHIBIT A

                     Outstanding Agreements
       from the University of California, San Diego (UCSD)

                        1) License Agreement
                        2) Consulting Agreement





                          Page 15 of 18

<PAGE>


                            EXHIBIT B

               VIDEO PROCESSING TECHNOLOGIES, Inc.
                    Financial Statements as of





                          Page 16 of 18





                            EXHIBIT C

                  BROADCAST INTERNATIONAL, INC.

                           FORM 10-QSB

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
              Including Audited Financial Statements
         For the fiscal quarter ended September 30, 2005


                          Page 17 of 18


<PAGE>


                            EXHIBIT D

   Letter of authorization to Interwest Transfer Company, Inc.




                          Page 18 of 18