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                                                                  Exhibit 10.2




                                UTEK CORPORATION



                           INCENTIVE STOCK OPTION PLAN






                                  July 12, 1999



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                                UTEK CORPORATION
                           EMPLOYEE STOCK OPTION PLAN



                                TABLE OF CONTENTS
                                                                           PAGE


1.       PURPOSE OF PLAN........................................ ............2

2.       DEFINITIONS.........................................................2

3.       LIMITS ON OPTIONS...................................................3

4.       GRANTING OF OPTIONS.................................................4

5.       TERMS OF STOCK OPTIONS..............................................4

6.       EFFECT OF CHANGES IN CAPITALIZATION.................................6

7.       DELIVERY AND PAYMENT FOR SHARES; REPLACEMENT OPTIONS................7

8.       NO CONTINUATION OF EMPLOYMENT AND DISCLAIMER OF RIGHTS..............8

9.       ADMINISTRATION......................................................9

10.      NO OBLIGATION TO RESERVE OR RETAIN SHARES...........................9

11.      AMENDMENT OF PLAN..................................................10

12.      TERMINATION OF PLAN................................................10

13.      EFFECTIVE DATE.....................................................10






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UTEK CORPORATION
EMPLOYEE STOCK OPTION PLAN

1.       PURPOSE OF PLAN

         The purpose of this Plan is to enable UTEK CORPORATION (the "Company")
and its Subsidiaries to compete successfully in attracting, motivating and
retaining Employees with outstanding abilities by making it possible for them to
purchase Shares on terms that will give them a direct and continuing interest in
the future success of the businesses of the Company and encourage them to remain
in the employ of the Company. Each Option is intended to be an Incentive Stock
Option, except to the extent that (a) any such Option would exceed the
limitations set forth in Section 3.(c) hereof and (b) for Options specifically
designated at the time of grant as not being Incentive Stock Options.

2.       DEFINITIONS

         For purposes of the Plan, except where the context clearly indicates
otherwise, the following terms shall have the meanings set forth below:

                  (a) "Board" means the Board of Directors of the Company.

                  (b) "Code" means the United States Internal Revenue Code of
1986, as amended.

                  (c) "Committee" means the Committee described in Section 9
hereof.

                  (d) "Effective Date" means the later of (i) the effective date
of any registration statement with respect to the Shares under the Securities
Exchange Act of 1934, as amended, and (ii) the time the underwriting agreement
has been executed and delivered by all parties thereto, where the "underwriting
agreement" is that underwriting agreement referred to in the prospectus included
in such registration statement when it first became effective. Such execution
and delivery shall be definitively evidenced by any certificate to such effect
by any officer of the Company.

                  (e) "Employee" means a person who is regularly employed on a
salaried basis by the Company, including an officer or director of the Company
who is also an employee of the Company.

                  (f) "Fair Market Value" means, with respect to a Share, if the
Shares are then listed and traded on a registered national or regional
securities exchange, or quoted on The National Association of Securities
Dealers' Automated Quotation System (including The Nasdaq Small cap Market), the
closing price of a Share on such exchange or quotation system on the trading day
immediately preceding the date of grant of an Option, or, if Fair Market Value
is used herein in connection with any event other than the grant of an Option,
then such closing price for the trading day immediately preceding the date of
such event. If the Shares are not traded on a registered securities exchange or
quoted in such a quotation system, the Committee shall determine the Fair Market
Value of a Share which shall not be less than the current net asset value of a
share or such lesser amount as may then be permitted pursuant to Section 6.1 of
the Investment Company Act of 1940 or any successor thereto ("40 Act") if the
Company is then subject to said act.



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                  (g) "Incentive Stock Option" means an option granted under
this Plan and which is an incentive stock option within the meaning of section
422 of the Code, or the corresponding provision of any subsequently enacted tax
statute.

                  (h) "Option" means an option granted under this Plan, whether
or not such option is an Incentive Stock Option.

                  (i) "Optionee" means any person who has been granted an Option
which Option has not expired or been fully exercised or surrendered.

                  (j) "Plan" means the Company's Employee Stock Option Plan.

                  (k) "Rule 16b-3" means Rule 16b-3 promulgated pursuant to
Section 16(b) of the Securities Exchange Act of 1934, as amended, or any
successor rule.

                  (l) "Share" means one share of voting common stock, par value
$.01 per share, of the Company, and such other stock or securities that may be
substituted therefore pursuant to Section 6 hereof.

                  (m) "Subsidiary" means any corporation, limited liability
company, partnership or other entity of which a majority of the outstanding
voting stock or voting power is beneficially owned directly or indirectly by the
Corporation. For Incentive Stock Options, the term shall have the meaning set
forth in Section 424(f) of the Code.

3.       LIMITS ON OPTIONS

                  (a) The total number of Shares with respect to which Options
may be granted under the Plan shall not exceed in the aggregate 500,000 Shares,
subject to adjustment as provided in Section 6 hereof. If any Option expires,
terminates or is terminated for any reason prior to its exercise in full, the
Shares that were subject to the unexercised portion of such Option shall be
available for future grants under the Plan.

                  (b) No Incentive Stock Option shall be granted to any Employee
who at the time such option is granted, owns capital stock of the Company
possessing more than 10% of the total combined voting power or value of all
classes of capital stock of the Company or any Subsidiary, determined in
accordance with the provisions of Section 422(b)(6) and 424(d) of the Code,
unless the option price at the time such Incentive Stock Option is granted is at
least 110 percent (110%) of the Fair Market Value of the Shares subject to the
Incentive Stock Option and such Incentive Stock Option is not exercisable by its
terms after the expiration of five (5) years from the date of grant.

                  (c) An Incentive Stock Option shall be granted hereunder only
to the extent that the aggregate Fair Market Value (determined at the time the
Incentive Stock Option is granted) of the Shares with respect to which such
Incentive Stock Option and any other "incentive stock option" (within the
meaning of Section 422 of the Code) are exercisable for the first time by any
Optionee during any calendar year (under the Plan and all other plans of the
Optionee's employer corporation and its parent and subsidiary corporations
within the meaning of Section 422(d) of the Code) does not exceed $100,000. This
limitation shall be applied by taking Incentive Stock Options and any such other
"incentive stock options" into account in the order in which such Incentive
Stock Options and any such other "incentive stock options" were granted.



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                  (d) No Optionee shall, in any calendar year, be granted
Options to purchase more than 100,000 Shares. Options granted to the Optionee
and cancelled during the same calendar year shall be counted against such
maximum number of Shares. In the event that the number of Options which may be
granted is adjusted as provided in the Plan, the above limit shall automatically
be adjusted in the same ratio.

4.       GRANTING OF OPTIONS

The Committee is authorized to grant Options to selected Employees pursuant to
the Plan beginning on the Effective Date. Subject to the provisions of the
Plan and the 40 Act, for so long as the Company shall be subject thereto, the
Committee shall have exclusive authority to select the Employees to whom
Options will be awarded under the Plan, to determine the number of Shares to
be included in such Options, and to determine such other terms and conditions
of Options, including terms and conditions which may be necessary to qualify
Incentive Stock Options as "incentive stock options" under Section 422 of the
Code. The date on which the Committee approves the grant of an Option shall be
considered the date on which such Option is granted, unless the Committee
provides for a specific date of grant which is subsequent to the date of such
approval.

5.       TERMS OF STOCK OPTIONS

Subject to Section 3 hereof, the terms of Options granted under this Plan shall
be as follows:

                  (a) The exercise price of each Share subject to an Option
shall be fixed by the Committee. Notwithstanding the prior sentence, the option
exercise price of an Incentive Stock Option shall be fixed by the Committee but
shall in no event be less than 100% of the Fair Market Value of the Shares
subject to such Option.

                  (b) Options shall not be assignable or transferable by the
Optionee other than by will or by the laws of descent and distribution except
that the Optionee may, with the consent of the Committee, transfer without
consideration Options that do not constitute Incentive Stock Options to the
Optionee's spouse, children or grandchildren (or to one or more trusts for the
benefit of any such family members or to one or more partnerships in which any
such family members are the only partners).

                  (c) Each Option shall expire and all rights thereunder shall
end at the expiration of such period (which shall not be more than ten (10)
years) after the date on which it was granted as shall be fixed by the
Committee, subject in all cases to earlier expiration as provided in subsections
(d) and (e) of this Section 5.

                  (d) During the life of an Optionee, an Option shall be
exercisable only by such Optionee (or Optionee's permitted assignee in the case
of Options that do not constitute Incentive Stock Options) and only prior to the
end of one (1) month after the termination of the Optionee's employment with the
Company, other than by reason of the Optionee's death, permanent disability or
retirement with the consent of the Company as provided in subsection (e) of this
Section 5, but only if and to the extent the Option was exercisable immediately
prior to such termination, and subject to the provisions of subsection (c) of
this Section 5. If the Optionee's employment is terminated for cause, or the
Optionee terminates his employment with the Company, all Options granted to date
by the Company to the Optionee (including any Options that have become
exercisable)

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shall terminate immediately on the date of termination of employment. Cause
shall have the meaning set forth in any employment agreement then in effect
between the Optionee and the Company or any of its Subsidiaries, or if the
Optionee does not have any employment agreement, cause shall mean (i) if the
Optionee engages in conduct which has caused, or is reasonably likely to cause,
demonstrable and serious injury to the Company, or (ii) if the Optionee is
convicted of a felony, as evidenced by a binding and final judgment, order or
decree of a court of competent jurisdiction, which, in the opinion of the Board,
substantially impairs the Optionee's ability to perform his or her duties to the
Company.

                  (e) If an Optionee: (i) dies while employed by the Company or
within the period when an Option could have otherwise been exercised by the
Optionee; (ii) terminates employment with, or has his employment terminated by,
the Company by reason of the "permanent and total disability" (within the
meaning of Section 22(e)(3) of the Code) of such Optionee; or (iii) terminates
employment with the Company as a result of such Optionee's retirement, provided
that the Company or such Subsidiary has consented in writing to such Optionee's
retirement, then, in each such case, such Optionee, or the duly authorized
representatives of such Optionee (or Optionee's permitted assignee in the case
of Options that do not constitute Incentive Stock Options), shall have the
right, at any time within three (3) months after the death, disability or
retirement of the Optionee, as the case may be, and prior to the termination of
the Option pursuant to subsection (c) of this Section 5, to exercise any Option
to the extent such Option was exercisable by the Optionee immediately prior to
such Optionee's death, disability or retirement. In the discretion of the
Committee, the three-month period referenced in the immediately preceding
sentence may be extended for a period of up to one year.

                  (f) Subject to the foregoing terms and to such additional
terms regarding the exercise of an Option as the Committee may fix at the time
of grant, an Option may be exercised in whole at one time or in part from time
to time.

                  (g) Options granted pursuant to the Plan shall be evidenced by
an agreement in writing setting forth the material terms and conditions of the
grant, including, but not limited to, the number of Shares subject to options.
Option agreements covering Options need not contain similar provisions;
provided, however, that all such option agreements shall comply with the terms
of the Plan.

                  (h) The Committee is authorized to modify, amend or waive any
conditions or other restrictions with respect to Options, including conditions
regarding the exercise of Options.

6.       EFFECT OF CHANGES IN CAPITALIZATION

                  (a) If the number of outstanding Shares is increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of any recapitalization,
reclassification, stock split, combination of shares, exchange of shares, stock
dividend or other distribution payable in capital stock, or other increase or
decrease in such shares effected, in each case without receipt of consideration
by the Company, a proportionate and appropriate adjustment shall be made by the
Committee

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in (i) the aggregate number of Shares subject to the Plan, (ii) the maximum
number of Shares for which Options may be granted to any Employee during any
calendar year, and (iii) the number and kind of shares for which Options are
outstanding, so that the proportionate interest of the Optionee immediately
following such event shall, to the extent practicable, be the same as
immediately prior to such event. Any such adjustment in outstanding Options
shall not change the aggregate option price payable with respect to Shares
subject to the unexercised portion of the Options outstanding but shall include
a corresponding proportionate adjustment in the option price per Share.

                  (b) Subject to Section 6(c) hereof, if the Company shall be
the surviving corporation in any reorganization, merger, share exchange or
consolidation of the Company with one or more other corporations or other
entities, any Option theretofore granted shall pertain to and apply to the
securities to which a holder of the number of Shares subject to such Option
would have been entitled immediately following such reorganization, merger,
share exchange or consolidation, with a corresponding proportionate adjustment
of the option price per Share so that the aggregate option price thereafter
shall be the same as the aggregate option price of the Shares remaining subject
to the Option immediately prior to such reorganization, merger, share exchange
or consolidation.

                  (c) In the event of: (i) the adoption of a plan of
reorganization, merger, share exchange or consolidation of the Company with one
or more other corporations or other entities as a result of which the holders of
the Shares as a group would receive less than fifty percent (50%) of the voting
power of the capital stock or other interests of the surviving or resulting
corporation or entity; (ii) the adoption of a plan of liquidation or the
approval of the dissolution of the Company; (iii) the approval by the Board of
an agreement providing for the sale or transfer (other than as a security for
obligations of the Company or any Subsidiary) of substantially all of the assets
of the Company; or (iv) the acquisition of more than twenty percent (20%) of the
outstanding Shares by any person within the meaning of Rule 13(d)(3) under the
Securities Exchange Act of 1934, as amended, if such acquisition is not preceded
by a prior expression of approval by the Board, then, in each such case any
Option granted hereunder shall become immediately exercisable in full, subject
to any appropriate adjustments in the number of Shares subject to such Option
and the option price, regardless of any provision contained in the Plan or any
stock option agreement with respect thereto limiting the exercisability of the
Option for any length of time. Notwithstanding the foregoing, if a successor
corporation or other entity as contemplated in clause (i) or (iii) of the
preceding sentence agrees to assume the outstanding Options or to substitute
substantially equivalent options, then the outstanding Options issued hereunder
shall not be immediately exercisable, but shall remain exercisable in accordance
with the terms of the Plan and the applicable stock option agreements.

                  (d) Adjustments under this Section 6 relating to Shares or
securities of the Company shall be made by the Committee, whose determination in
that respect shall be final and conclusive. Options subject to grant or
previously granted under the Plan at the time of any event described in this
Section 6 shall be subject to only such

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adjustments as shall be necessary to maintain the proportionate interest of the
options and preserve, without exceeding, the value of such options. No
fractional Shares or units of other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding upward to the nearest whole Share or unit.

                  (e) The grant of an Option pursuant to the Plan shall not
affect or limit in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or liquidate, or to sell
or transfer all or any part of its business or assets.

7.       DELIVERY AND PAYMENT FOR SHARES; REPLACEMENT OPTIONS

                  (a) No Shares shall be delivered upon the exercise of an
Option until the option price for the Shares acquired has been paid in full. No
Shares shall be issued or transferred under the Plan unless and until all legal
requirements applicable to the issuance or transfer of such Shares have been
complied with to the satisfaction of the Committee and adequate provision has
been made by the Optionee for satisfying any applicable federal, state or local
income or other taxes incurred by reason of the exercise of the Option. Any
Shares issued by the Company to an Optionee upon exercise of an Option may be
made only in strict compliance with and in accordance with applicable state and
federal securities laws.

                  (b) Payment of the option price for the Shares purchased
pursuant to the exercise of an Option and of any applicable withholding taxes
shall be made, as determined by the Committee and set forth in the option
agreement pertaining to such Option: (i) in cash or by check payable to the
order of the Company; (ii) through the tender to the Company of Shares, which
Shares shall be valued, for purposes of determining the extent to which the
option price has been paid thereby, at their Fair Market Value on the date of
exercise; or (iii) by a combination of the methods described in (a) and (b)
hereof; provided, however, that the Committee may in its discretion impose and
set forth in the option agreement pertaining to an Option such limitations or
prohibitions on the use of Shares to exercise Options as it deems appropriate.
The Committee also may authorize payment in accordance with a cashless exercise
program under which, if so instructed by the Optionee, Shares may be issued
directly to the Optionee's broker upon receipt of the option price in cash from
the broker.

                  (c) To the extent that the payment of the exercise price for
the Shares purchased pursuant to the exercise of an Option is made with Shares
as provided in Section 7.(b) hereof, then, at the discretion of the Committee,
the Optionee may be granted a replacement Option under the Plan to purchase a
number of Shares equal to the number of Shares tendered as permitted in Section
7.(b) hereof, with an exercise price per Share equal to the Fair Market Value on
the date of grant of such replacement Option and with a term extending to the
expiration date of the original Option.

8.       NO CONTINUATION OF EMPLOYMENT AND DISCLAIMER OF RIGHTS

No provision in the Plan or in any Option granted or option agreement entered
into pursuant to the Plan shall be construed to

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confer upon any individual the right to remain a director or in the employ of
either the Company or any Subsidiary, or to interfere in any way with the right
and authority of the Company or any Subsidiary either to increase or decrease
the compensation of any individual at any time, or to terminate any employment
or other relationship between any individual and the Company or any Subsidiary.
The Plan shall in no way be interpreted to require the Company to transfer any
amounts to a third party trustee or otherwise hold any amounts in trust or
escrow for payment to any Optionee or beneficiary under the terms of the Plan.
An Optionee shall have none of the rights of a shareholder of the Company until
and to the extent all or some of the Shares covered by an Option are fully paid
and issued to such Optionee.

9.      ADMINISTRATION

                  (a) Subject to the provisions of subsection (b) of this
Section 9, the Plan shall be administered by the Committee which shall interpret
the Plan and make all other determinations necessary or advisable for its
administration, including such rules and regulations and procedures as it deems
appropriate. The Committee shall consist of not fewer than two members of the
Board each of whom shall qualify (at the time of appointment to the Committee
and during all periods of service on the Committee) in all respects as a
"non-employee director" as defined in Rule 16b-3 and as an "outside director" as
defined in Section 162(m) of the Code and regulations thereunder. The deduction
limits of Section 162(m) of the Code and the regulations thereunder do not apply
to the Company until such time, if any, as any class of the Company's common
equity securities is registered under Section 12 of the Securities and Exchange
Act of 1934, as amended, or the Company otherwise meets the definition of a
"publicly held corporation" under Treasury Regulation 1.162-27(c) or any
successor provision. Upon becoming a publicly held corporation, the deduction
limits of Section 162(m) of the Code and the regulations thereunder shall not
apply to compensation payable under this Plan until the expiration of the
reliance period described in Treasury Regulation 1.162-27(f) or any successor
regulation. Subject to the provisions of subsection (b) of this Section 9, in
the event of a disagreement as to the interpretation of the Plan or any
amendment hereto or any rule, regulation or procedure hereunder or as to any
right or obligation arising from or related to the Plan, the decision of the
Committee shall be final and binding upon all persons in interest, including the
Company, the Optionee and the Company's shareholders.

                  (b) Notwithstanding any provision of the Plan to the contrary,
any determination or interpretation to be made by the Committee with regard to
any question arising under the Plan or any option agreement entered into
hereunder may be made by the Board (excluding any Optionee whose Options or the
grant to whom is at issue) and shall be final and binding upon all persons in
interest, including the Company, the Optionee and the Company's shareholders.

                  (c) No member of the Committee or the Board shall be liable
for any action taken or decision made, or any failure to take any action, in
good faith with respect to the Plan or any Option granted or option agreement
entered into hereunder.

10.      NO OBLIGATION TO RESERVE OR RETAIN SHARES

Subject to the provision of the 40 Act, if said act shall than be applicable to
the Company, the Board adopted, as of the Effective Date, a resolution initially
reserving authorized but unissued Shares for the Plan. The Company will be under
no further obligation to reserve, or to retain in its treasury, any particular
number of Shares in connection with its obligations hereunder.

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11.      AMENDMENT OF PLAN

Subject to the provisions of the 40 Act, if said Act shall then be applicable to
the Company the Board may, without further action by the shareholders, amend
this Plan from time to time as it deems desirable and shall make any amendments
which may be required so that Options intended to be Incentive Stock Options
shall at all times continue to be Incentive Stock Options for purposes of the
Code; provided, however, that the Board or Committee may condition any amendment
or modification on the approval of stockholders of the Company if such approval
is necessary or deemed advisable with respect to tax, securities or other
applicable laws, policies or regulations.

12.      TERMINATION OF PLAN

This Plan shall terminate ten (10) years from the Effective Date. The Board may,
in its discretion, suspend or terminate the Plan at any time prior to such date,
but such termination or suspension shall not adversely affect any right or
obligation with respect to any outstanding Option.

13.      EFFECTIVE DATE

The Plan shall become effective on the Effective Date and Options hereunder may
be granted at any time on or after that date. If the shareholders of the Company
fail to approve the Plan prior to, or within one year after, the Effective Date,
any Incentive Stock Option granted hereunder shall be automatically converted to
non-qualified stock options without any further act.