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                         FINANCIAL CONSULTING AGREEMENT



         This Agreement is made and entered into as of the __ day of _______,
2000 by and between May Davis Group, Inc., a Maryland corporation ("May Davis")
and Utek Corporation, a Delaware corporation (the "Company").

         WHEREAS, pursuant to that certain underwriting agreement dated __, 2000
between May Davis and the Company (the "Underwriting Agreement"), May Davis
agreed, inter alia, to purchase an aggregate of 1,000,000 shares (the "Firm
Securities") of the common stock, par value $.001 per share, of the Company (the
"Common Stock").

         WHEREAS, under the terms of the Underwriting Agreement, on the First
Closing Date (as defined therein) the Company agreed to execute and deliver to
May Davis an agreement to employ the services of May Davis as a financial
consultant to the Company;

         WHEREAS, the First Closing Date is the date hereof;

         NOW, THEREFORE, in consideration of the mutual promises made in the
Underwriting Agreement and herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

1.    Purpose. The Company hereby engages May Davis for the term specified in
Paragraph 2 hereof to render consulting advice to the Company as an investment
banker relating to financial and similar matters upon the terms and conditions
set forth herein.

2.    Term. Except as otherwise specified in paragraph 4 hereof, this Agreement
shall be effective from _________, 2000 to ___________, 2003.

3.    Duties of May Davis. During the term of this Agreement, May Davis shall
seek out Transactions (as hereinafter defined) on behalf of the Company and
shall furnish advice to the Company in connection with any such Transactions.

4.    Compensation. In consideration for the services rendered by May Davis to
the Company pursuant to this Agreement (and in addition to the expenses provided
for in Paragraph 5 hereof), the Company shall compensate May Davis as follows:

          a. Contemporaneous with the execution and delivery of this Agreement,
          the Company shall pay May Davis a fee equal to $120,000.


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          b. In the event that any Transaction (as hereinafter defined) occurs
          during the term of this Agreement or one year thereafter, the Company
          shall pay fees to May Davis as follows:

               i. if the Consideration is $500,000 or less-- $25,000;

               ii. if the Consideration is greater than $500,000 but not greater
               than $5,000,000-- 5% of Consideration

               iii. If the Consideration is in excess of $5,000,000-- $250,000
               plus 1% of the Consideration in excess of $5,000,000.

          c. For the purposes of this Agreement,"Consideration" shall mean the
          total market value on the day of the closing of stock, cash, assets
          and all other property (real or personal) exchanged or received,
          directly or indirectly by the Company or any of its security holders
          in connection with any Transaction. Any co-broker retained by May
          Davis shall be paid by May Davis.

          d. For the purposes of the Agreement, a "Transaction" shall mean:

               i. any transaction originated by May Davis, other than in the
               ordinary course of trade or business of the Company, whereby,
               directly or indirectly, control of or a material interest in the
               Company or any of its businesses or any of their respective
               assets, is transferred for Consideration; or

               ii. any transaction originated by May Davis whereby the Company
               acquires any other company or the assets of any other company or
               an interest in any other company (an "Acquisition").

          e. In the event May Davis originates a line of credit with a lender,
          the Company and May Davis will mutually agree on a satisfactory fee
          and the terms of payment of such fee; provided, however, that in the
          event the Company is introduced to a corporate partner by May Davis in
          connection with a merger, acquisition or financing and a credit line
          develops directly as a result of the introduction, the appropriate fee
          shall be the amount set forth in the schedule above.

          f. In the event May Davis introduces the Company to a joint venture
          partner or customer and sales develop as a result of the introduction,
          the Company agrees to pay a fee of five percent (5%), or such mutually
          agreed upon amount, of total sales generated directly from this
          introduction during the first two years following the date of the
          first sale. Total sales shall mean cash receipts less any applicable
          refunds, returns, allowances, credits and shipping charges and monies
          paid by the Company by way of settlement or judgment arising out of
          claims made by or threatened against the Company.

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          g. Commission payments shall be paid on the 15th day of each month
          following the receipt of customers' payment. In the event any
          adjustments are made to the total sales after the commission has been
          paid, the Company shall be entitled to an appropriate refund or credit
          against future payments under this Agreement.

          h. All fees to be paid pursuant to this Agreement, except as otherwise
          specified, are due and payable to May Davis in cash at the closing or
          closings of any transaction specified in Paragraph 4 hereof.

5.    Expenses of May Davis. In addition to the fees payable hereunder, and
regardless of whether any transaction set forth in Paragraph 4 hereof is
proposed or consummated, the Company shall reimburse May Davis for all
reasonable fees and disbursements of May Davis's counsel and May Davis's
reasonable travel and out-of-pocket expenses incurred in connection with the
services performed by May Davis pursuant to this Agreement, including without
limitation, hotels, food and associated expenses and long-distance telephone
calls.

6.    Obligation after Termination. In the event that this Agreement shall not
be renewed or if terminated for any reason, notwithstanding any such non-renewal
or termination, May Davis shall be entitled to a full fee as provided under
Paragraph 4 hereof and expenses as provided under Paragraph 5 hereof, for any
transaction for which the discussions were initiated during the term of this
Agreement and which is consummated within a period of twelve months after
non-renewal or termination of this Agreement.

7.    Liability of May Davis.

          a. The Company acknowledges that all opinions and advice (written or
          oral) given by May Davis to the Company in connection with May Davis's
          engagement are intended solely for the benefit and use of the Company
          in considering the transaction to which they relate, and the Company
          agrees that no person or entity other than the Company shall be
          entitled to make use of or rely upon the advice of May Davis to be
          given hereunder, and no such opinion or advice shall be used for any
          other purpose or reproduced, disseminated, quoted or referred to at
          any time, in any manner or for any purpose, nor may the Company make
          any public references to May Davis, or use May Davis's name in any
          annual reports or any other reports or releases of the Company without
          May Davis's prior written consent.

          b. The Company acknowledges that May Davis makes no commitment
          whatsoever as to making a market in the Company's securities or to
          recommending or advising its clients to purchase the Company's
          securities. Research reports or corporate finance reports that may be
          prepared by May Davis will, when and if prepared, be done solely on
          the merits or judgment of analysis of May Davis or any senior



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          corporate finance personnel of May Davis.

8.    May Davis's Services to Others. The Company acknowledges that May Davis's
or its affiliates are in the business of providing financial services and
consulting advice to others. Nothing herein contained shall be construed to
limit or restrict May Davis in conducting such business with respect to others,
or in rendering such advice to others.

9.    Company Information.

               a. The Company recognizes and confirms that, in advising the
               Company and in fulfilling its engagement hereunder, May Davis
               will use and rely on data, material and other information
               furnished to May Davis by the Company. The Company acknowledges
               and agrees that in performing its services under this engagement,
               May Davis may rely upon the data, material and other information
               supplied by the Company without independently verifying the
               accuracy, completeness or veracity of same.

               b. Except as contemplated by the terms hereof or as required by
               applicable law, May Davis shall keep confidential all material
               non-public information provided to it by the Company, and shall
               not disclose such information to any third party, other than such
               of its employees and advisors as May Davis determines to have a
               need to know and who agree to keep such information confidential.

10.   Indemnification.

               a. The Company shall indemnify and hold May Davis harmless
               against any and all liabilities, claims, lawsuits, including any
               and all awards and/or judgments to which it may become subject
               under the Securities Act of 1933, as amended (the "1933 Act"),
               the Securities Exchange Act of 1934, as amended (the "Act") or
               any other federal or state statute, at common law or otherwise,
               insofar as said liabilities, claims and lawsuits (including
               awards and/or judgments) arise out of or are in connection with
               the services rendered by May Davis hereunder or any transactions
               in connection with this Agreement, except for any liabilities,
               claims and lawsuits (including awards and/or judgments), arising
               out of acts or omissions of May Davis. In addition, the Company
               shall also indemnify and hold May Davis harmless against any and
               all costs and expenses, including reasonable counsel fees,
               incurred or relating to the foregoing. May Davis shall give the
               Company prompt notice of any such liability, claim or lawsuit
               which May Davis contends is the subject matter of the Company's
               indemnification hereunder and the Company thereupon shall be
               granted the right to take any and all necessary and proper
               action, at its sole cost and expense, with respect to such
               liability, claim and lawsuit, including the right to settle,
               compromise and dispose of such

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               liability, claim or lawsuit, excepting therefrom any and all
               proceedings or hearings before any regulatory bodies and/or
               authorities.

               b. May Davis shall indemnify and hold the Company harmless
               against any and all liabilities, claims and lawsuits, including
               any and all awards and/or judgments to which it may become
               subject under the 1933 Act, the Act or any other federal or state
               statute, at common law or otherwise, insofar as said liabilities,
               claims and lawsuits (including awards and/or judgments) arise out
               of or are based upon (i) any act or omission of May Davis or (ii)
               any untrue statement or alleged untrue statement of a material
               fact required to be stated or necessary to make the statement
               therein, not misleading, which statement or omission was made in
               reliance upon information furnished in writing to the Company by
               or on behalf of May Davis for inclusion in any registration
               statement or prospectus or any amendment or supplement thereto in
               connection with any transaction to which this Agreement applies.
               In addition, May Davis shall also indemnify and hold the Company
               harmless against any and all costs and expenses, including
               reasonable counsel fees, incurred or relating to the foregoing.
               The Company shall give to May Davis prompt notice of any such
               liability, claim or lawsuit which the Company contends is the
               subject matter of May Davis's indemnification and May Davis
               thereupon shall be granted the right to a take any and all
               necessary and proper action, at its sole cost and expense, with
               respect to such liability, claim and lawsuit, including the right
               to settle, compromise or dispose of such liability, claim or
               lawsuit, excepting therefrom any and all proceedings or hearings
               before any regulatory bodies and/or authorities.

               c. In order to provide for just and equitable contribution under
               the Act in any case in which (x) any person entitled to
               indemnification under this Section 10 makes claim for
               indemnification pursuant hereto but it is judicially determined
               (by the entry of a final judgment or decree by a court of
               competent jurisdiction and the expiration of time to appeal or
               the denial of the last right of appeal) that such indemnification
               may not be enforced in such case notwithstanding the fact that
               this Section 10 provides for indemnification in such case, or (y)
               contribution under the Act may be required on the part of any
               such person in circumstances for which indemnification is
               provided under this Section 10, then, and in each such case, the
               Company and May Davis shall contribute to the aggregate losses,
               claims, damages or liabilities to which they may be subject
               (after any contribution from others) in such proportion taking
               into consideration the relative benefits received by each party
               from the offering covered by the prospectus with respect to any
               transactions in connection with this Agreement (taking into
               account the portion of the proceeds of the offering realized by
               each), the parties' relative knowledge and access to information


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               concerning the matter with respect to which the claim was
               assessed, the opportunity to correct and prevent any statement or
               omission and other equitable considerations appropriate under the
               circumstances; provided, however, that notwithstanding the above
               in no event shall May Davis be required to contribute any amount
               in excess of 10% of the public offering price of any securities
               to which such Prospectus applies; and provided, that, in any such
               case, no person guilty of a fraudulent misrepresentation (within
               the meaning of Section 11(f) of the Act) shall be entitled to
               contribution from any person who was not guilty of such
               fraudulent misrepresentation.

               d. Within fifteen (15) days after receipt by any party to this
               Agreement (or its representative) of notice of the commencement
               of any action, suit or proceeding, such party will, if a claim
               for contribution in respect thereof is to be made against another
               party (the "Contributing Party"), notify the Contributing Party
               of the commencement thereof, but the omission so to notify the
               Contributing Party will not relieve it from any liability which
               it may have to any other party other than for contribution
               hereunder. In case any such action, suit or proceeding is brought
               against any party, and such party notifies a Contributing Party
               or his or its representative of the commencement thereof within
               the aforesaid fifteen (15) days, the Contributing Party will be
               entitled to participate therein with the notifying party and any
               other Contributing Party similarly notified. Any such
               Contributing Party shall not be liable to any party seeking
               contribution on account of any settlement of any claim, action or
               proceeding effected by such party seeking contribution without
               the written consent of the Contributing Party. The
               indemnification provisions contained in this Section 10 are in
               addition to any other rights or remedies which either party
               hereto may have with respect to the other or hereunder.

11.   May Davis an Independent Contractor. May Davis shall perform its services
hereunder as an independent contractor and not as an employee of the Company or
an affiliate thereof. It is expressly understood and agreed to by the parties
hereto that May Davis shall have no authority to act for, represent or bind the
Company or any affiliate thereof in any manner, except as may be agreed to
expressly by the Company in writing from time to time.

12.   Miscellaneous.

               a. This Agreement between the Company and May Davis constitutes
               the entire agreement and understanding of the parties hereto, and
               supersedes any and all previous agreements and understandings,
               whether oral or written, between the parties with respect to the
               matters set forth herein.


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               b. Any notice or communication permitted or required hereunder
               shall be in writing and shall be deemed sufficiently given if
               hand-delivered or sent (i) postage prepaid by registered mail,
               return receipt requested, or (ii) by facsimile, to the respective
               parties as set forth below, or to such other address as either
               party may notify the other in writing:

          If to the Company, to: Utek Corporation
                                 202 South Wheeler Street
                                 Plant City, FL 33566

          with a copy to:        Gersten, Savage & Kaplowitz, LLP
                                 101 East 52nd Street
                                 New York, New York 10022

          If to May Davis, to:   May Davis Group, Inc.
                                 One World Trade Center
                                 New York, New York 10038

          with a copy to:        Steven W. Schuster
                                 McLaughlin & Stern, LLP
                                 260 Madison Avenue
                                 New York, New York 10016

               c. This Agreement shall be binding upon and inure to the benefit
               of each of the parties hereto and their respective successors,
               legal representatives and assigns.

               d. This Agreement may be executed in any number of counterparts,
               each of which together shall constitute one and the same original
               document.

               e. No provision of this Agreement may be amended, modified or
               waived, except in a writing signed by all of the parties hereto.

               f. This Agreement shall be construed in accordance with and
               governed by the laws of the State of New York, without giving
               effect to conflict of law principles. The parties hereby agree
               that any dispute which may arise between them arising out of or
               in connection with this Agreement (except for disputes relating
               to any Transactions covered by this Agreement or fees relating
               thereto for which a suit may be brought in the appropriate
               jurisdiction) shall be adjudicated before a court located in New
               York City, and they hereby submit to the exclusive jurisdiction
               of the courts of the State of New York located in New York, New
               York and of the federal courts in the Southern District of New
               York with respect to any action or legal proceeding commenced by
               any party, and irrevocably waive any objection they now or

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               hereafter may have respecting the venue of any such action or
               proceeding brought in such a court or respecting the fact that
               such court is an inconvenient forum, relating to or arising out
               of this Agreement, and consent to the service of process in any
               such action or legal proceeding by means of registered or
               certified mail, return receipt requested, in care of the address
               set forth in Paragraph 12(b) hereof.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.



MAY DAVIS GROUP INC.



By:________________________________


UTEK CORPORATION



By:________________________________