MUTUAL RELEASE AND
                              SETTLEMENT AGREEMENT

         THIS MUTUAL RELEASE AND SETTLEMENT  AGREEMENT  ("AGREEMENT") IS ENTERED
INTO  EFFECTIVE  THIS 28TH day of  January,  2000,  by and between  Lexon,  Inc.
("Lexon") and UTEK Corporation ("UTEK").

         WHEREAS,  the parties  entered into that certain  Consulting  Agreement
dated August 4, 1999 ("Consulting Agreement"), that Agreement and Plan of Merger
dated August 5, 1999  ("Merger  Agreement")  and any other  consulting  or other
agreements  whether oral or written of every kind,  character,  and description,
between the  parties  relating to the merger of Cancer  Diagnostics,  Inc.  into
Lexon; and

         WHEREAS, the Consulting  Agreement,  the Merger Agreement and all other
consulting  agreements  of every kind,  character  and  description  between the
parties,  whether  oral  or in  writing,  are  hereinafter  referred  to as  the
"Principal CDI Documents"; and

         WHEREAS,  disputes have arisen  between the parties with respect to the
Principal  CDI  Documents,  and  the  parties  have  reached  a full  and  final
settlement  of all  claims  and  disputes  existing  prior  to the  date of this
Agreement to their mutual satisfaction as set forth in this Agreement.

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

     1.   The parties agree not to initiate any form of legal action against the
          other with respect to any matter covered by this Agreement,  except to
          enforce this Agreement.

     2.   UTEK agrees that this Mutual  Release  constitutes a full and complete
          general  release,  settlement,  discharge,  accord and satisfaction by
          UTEK of Lexon and each past and present officer,  director,  employee,
          agent,  attorney,  accountant and other  representatives of Lexon from
          and  against any and all claims,  actions,  causes of action,  rights,
          obligations,  debts, duties, demands, damages and liabilities of every
          kind,  character and description  arising out of or in connection with
          the  Principal CDI  Documents,  from the beginning of time through the
          date hereof.

     3.   Lexon agrees that this Mutual Release  constitutes a full and complete
          general  release,  settlement,  discharge,  accord and satisfaction by
          Lexon of UTEK and each past and present officer,  director,  employee,
          agent, attorney, accountant and other representatives of UTEK from and
          against all claims,  actions,  causes of action, rights,  obligations,
          debts,  duties,  demands,  damages  and  liabilities  of  every  kind,
          character and  description  arising out of or in  connection  with the
          Principal CDI  Documents,  from the beginning of time through the date
          hereof.

     4.   This Agreement  constitutes a full and final general release,  accord,
          satisfaction,  acquittal,  compromise,  adjustment,  adjudication  and
          settlement of all claims referred herein connection with the Principal
          CDI Documents. This Agreement was entered into with full knowledge of


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          the legal  purposes,  intents  and  effects of the  parties;  and this
          Mutual Release was entered into  voluntarily  and without any promise,
          inducement,  threat,  coercion,  or intimidation of any kind except as
          specifically  set forth herein and does not constitute an admission of
          wrongdoing of any kind, character and description.

         IN WITNESS WHEREOF,  the parties have executed this Agreement intending
to be legally bound for all purposes.

Lexon, Inc.                                UTEK CORPORATION

By           / signed /                    By           / signed /

     ----------------------------             --------------------------------
         Gifford Mabie, Pres                  Clifford Gross, Chairman and CEO

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