<PAGE>   1
Exhibit 99

                                UTEK CORPORATION

                                 CODE OF ETHICS

SECTION I:        STATEMENT OF PURPOSE AND APPLICABILITY

         (A)      Statement of Purpose

                  It is the policy of UTEK Corporation (the "Company") that no
                  affiliated person of the Company shall, in connection with the
                  purchase or sale, directly or indirectly, by such person of
                  any security held or to be acquired by the Company,

                  (1)      Employ any device, scheme or artifice to defraud the
                           Company;

                  (2)      Make to the Company any untrue statement of a
                           material fact or omit to state to the Company a
                           material fact necessary in order to make the
                           statement made, in light of the circumstances under
                           which it is made, not misleading;

                  (3)      Engage in any act, practice, or course of business
                           which operates or would operate as a fraud or deceit
                           upon the Company; or

                  (4)      Engage in any manipulative practice with respect to
                           the Company.

         (B)      Scope of the Code

                  In order to prevent the access persons, as defined in Section
                  II, paragraph (A) below, of the Company from engaging in any
                  of these prohibited acts, practices or courses of business,
                  the Board of Directors of the Company has adopted this Code of
                  Ethics.

SECTION II:       DEFINITIONS

         (A)      Access Person. "Access Person" means any director, officer, or
                  "Advisory Person" of the Company.

         (B)      Advisory Person. "Advisory person" of the Company means: (i)
                  any employee of the Company or of any company in a control
                  relationship to the Company, who, in connection with his or
                  her regular functions or duties, makes, participates in, or
                  obtains information regarding the purchase or sale of a
                  security by the Company, or whose functions relate to the
                  making of any recommendations with respect to such purchases
                  or sales; and (ii) any natural person in a control
                  relationship to the Company who obtains information concerning
                  recommendations made to the Company with regard to the
                  purchase or sale of security.

         (C)      Beneficial Interest. "Beneficial Interest" includes any
                  entity, person, trust, or account with respect to which an
                  Access Person exercises investment discretion or provides
                  investment advice. A beneficial interest shall be presumed to
                  include all accounts in the


<PAGE>   2
Exhibit 99


                  name of or for the benefit of the Access Person, his or her
                  spouse, dependent children, or any person living with him or
                  her or to whom he or she contributes economic support.

         (D)      Beneficial Ownership. "Beneficial Ownership" shall be
                  determined in accordance with Rule 16a-1(a)(2) under the
                  Securities Exchange Act of 1934, except that the determination
                  of direct or indirect Beneficial Ownership shall apply to all
                  securities, and not just equity securities, that an Access
                  Person has or acquires. Rule 16a-1(a)(2) provides that the
                  term "beneficial owner" means any person who, directly or
                  indirectly, through any contract, arrangement, understanding,
                  relationship, or otherwise, has or shares a direct or indirect
                  pecuniary interest in any equity security. Therefore, an
                  Access Person may be deemed to have Beneficial Ownership of
                  securities held by members of his or her immediate family
                  sharing the same household, or by certain partnerships,
                  trusts, corporations, or other arrangements.

         (E)      Covered Security. "Covered Security" means a security as
                  defined in Section 2(a)(36) of the Investment Company Act of
                  1940, as amended (the "1940 Act"), except that it does not
                  include (i) direct delegations of the Government of the United
                  States; (ii) banker's acceptances, bank certificates of
                  deposit, commercial paper and high quality short-term debt
                  instruments including repurchase agreements; and (iii) shares
                  issued by open-end funds.

         (F)      Company. The "Company" means UTEK Corporation, a Delaware
                  corporation.

         (G)      Designated Officer. "Designated Officer" shall mean the
                  officer of the Company designated by the Board of Directors
                  from time to time to be responsible for management of
                  compliance with this Code. The Designated Officer may appoint
                  a designee to carry out certain of his or her functions
                  pursuant to this Code.

         (H)      Disinterested Director. "Disinterested Director" means a
                  director of the Company who is not an "interested person" of
                  the Company within the meaning of Section 2(a)(19) of the 1940
                  Act.

         (I)      Purchase or Sale of a Covered Security. Purchase or Sale of a
                  Covered Security includes, among other things, the writing of
                  an option to purchase or sell a covered security, or the use
                  of derivative product to take a position in a Covered
                  Security.

SECTION III:      STANDARDS OF CONDUCT

         (A)      General Standards

                  (1)      No Access Person shall engage, directly or
                           indirectly, in any business transaction or
                           arrangement for personal profit that is inconsistent
                           with the best interests of the Company or its
                           shareholders; nor shall he or she make use of any
                           confidential information gained by reason of his or
                           her employment by or affiliation with the Company or
                           affiliates thereof in order to derive a personal
                           profit for himself or herself or for any Beneficial
                           Interest, in violation of the fiduciary duty owed to
                           the Company or its shareholders.


                                      -2-
<PAGE>   3
Exhibit 99


                  (2)      Any Access Person recommending or authorizing the
                           purchase or sale of a Covered Security by the Company
                           shall, at the time of such recommendation or
                           authorization, disclose any Beneficial Interest in or
                           Beneficial Ownership of such Covered Security or the
                           issuer thereof.

                  (3)      No Access Person shall dispense any information
                           concerning Securities holdings or Securities
                           transactions of the Company to anyone outside the
                           Company, without obtaining prior written approval
                           from the Designated Officer, or such person or
                           persons as these individuals may designate to act on
                           their behalf. Notwithstanding the preceding sentence,
                           such Access Person may dispense such information
                           without obtaining prior written approval:

                           (a)      when there is a public report containing the
                                    same information;

                           (b)      when such information is dispensed in
                                    accordance with compliance procedures
                                    established to prevent conflicts of interest
                                    between the Company and its affiliates;

                           (c)      when such information is reported to
                                    directors of the Company; or

                           (d)      in the ordinary course of his or her duties
                                    on behalf of the Company.

                  (4)      All personal securities transactions should be
                           conducted consistent with this Code and in such a
                           manner as to avoid actual or potential conflicts of
                           interest, the appearance of a conflict of interest,
                           or any abuse of an individual's position of trust and
                           responsibility within the Company.

         (B)      Prohibited Transactions

                  (1)      General Prohibition. No Access Person shall purchase
                           or sell, directly or indirectly, any Covered Security
                           in which he or she has, or by reason of such
                           transaction acquires, any direct or indirect
                           Beneficial Ownership and which such Access Person
                           knows or should have known at the time of such
                           purchase or sale is being considered for purchase or
                           sale by the Company, or is held in the portfolio of
                           the Company unless such Access Person shall have
                           obtained prior written approval for such purpose from
                           the Designated Officer.

                           (a)      An Access Person who becomes aware that the
                                    Company is considering the purchase or sale
                                    of any Covered Security by any person (an
                                    issuer) must immediately notify the
                                    Designated Officer of any interest that such
                                    Access Person may have in any outstanding
                                    Covered Securities of that issuer.

                           (b)      An Access Person shall similarly notify the
                                    Designated Officer of any other interest or
                                    connection that such Access Person might
                                    have in or with such issuer.


                                      -3-
<PAGE>   4
Exhibit 99


                           (c)      Once an Access Person becomes aware that the
                                    Company is considering the purchase or sale
                                    of a Covered Security or that the Company
                                    holds a Covered Security in its portfolio,
                                    such Access Person may not engage, without
                                    prior approval of the Designated Officer, in
                                    any transaction in any Covered Securities of
                                    that issuer.

                           (d)      The notifications or permission may be
                                    provided verbally, but should be confirmed
                                    in writing as soon and with as much detail
                                    as possible.

                  (2)      Gifts. No Access Person may accept, directly or
                           indirectly, any gift, favor, or service of more than
                           a de minimis value from any person with whom he or
                           she transacts business on behalf of the Company under
                           circumstances when to do so would conflict with the
                           Company's best interests or would impair the ability
                           of such person to be completely disinterested when
                           required, in the course of business, to make
                           judgments and/or recommendations on behalf of the
                           Company.

                  (3)      Service as Director. No Access Person shall serve on
                           the board of directors of a portfolio company of the
                           Company without prior written authorization of the
                           Designated Officer based upon a determination that
                           the board service would be consistent with the
                           interests of the Company and its shareholders.

SECTION IV:       PROCEDURES TO IMPLEMENT CODE OF ETHICS

The following reporting procedures have been established to assist Access
Persons in avoiding a violation of this Code, and to assist the Company in
preventing, detecting, and imposing sanctions for violations of this Code. Every
Access Person must follow these procedures. Questions regarding these procedures
should be directed to the Designated Officer.

         (A)      Applicability

                  All Access Persons are subject to the reporting requirements
                  set forth in Section IV(B) except:

                  (1)      with respect to transactions effected for, and
                           Covered Securities held in, any account over which
                           the Access Person has no direct or indirect influence
                           or control;

                  (2)      a Disinterested Director who would be required to
                           make a report solely by reason of being a Director
                           need not make an annual holdings report.

                  (3)      an Access Person need not make a quarterly
                           transaction report if the report would duplicate
                           information contained in broker trade confirmations
                           or account statements received by the Company with
                           respect to the Access Person.

         (B)      Report Types


                                      -4-
<PAGE>   5
Exhibit 99


                  (1)      Initial Holdings Report. An Access Person must file
                           an initial report not later than 10 days after that
                           person became an Access Person. The initial report
                           must (a) contain the title, number of shares and
                           principal amount of each Covered Security in which
                           the Access Person had any direct or indirect
                           beneficial ownership when the person became an Access
                           Person; (b) identify any broker, dealer or bank with
                           whom the Access Person maintained an account in which
                           any Covered Securities were held for the direct or
                           indirect benefit of the Access Person as of the date
                           the person became an Access Person, and (c) indicate
                           the date that the report is filed with the Designated
                           Person. A copy of a form of such report is attached
                           hereto as Exhibit B.

                  (2)      Quarterly Transaction Report. An Access Person must
                           file a quarterly transaction report not later than 10
                           days after the end of a calendar quarter. With
                           respect to any transaction made during the reporting
                           quarter, the quarterly transaction report must
                           contain (a) the transaction date, title, interest
                           date and maturity date (if applicable), the number of
                           shares and the principal amount of each Covered
                           Security; (b) the nature of the transaction; (c) the
                           price of the Covered Security at which the
                           transaction occurred; (d) the name of the broker,
                           dealer or bank through which the transaction was
                           effected; and (e) the date that the report is
                           submitted by the Access Person. A copy of a form of
                           such report is attached hereto as Exhibit C.

                  (3)      Annual Holdings Report. An Access Person must file an
                           annual holdings report not later than 30 days after
                           the end of a fiscal year. The annual report must
                           contain (a) the title, number of shares, and
                           principal amount of each Covered Security in which
                           the Access Person had any direct or indirect
                           beneficial ownership; (b) the name of any broker,
                           dealer or bank in which any Covered Securities are
                           held for the direct or indirect benefit of the Access
                           Person; and (c) the date the report is submitted. A
                           copy of a form of such report is attached hereto as
                           Exhibit D.

                  (4)      Confirmations and Account Statements. In lieu of
                           providing a quarterly transaction report, an Access
                           Person may direct his or her broker to provide to the
                           Designated Officer (a) duplicate confirmations of all
                           transactions in any Covered Security in which he or
                           she has, or by reason of such transaction acquires,
                           any direct or indirect Beneficial Ownership, and (b)
                           copies of periodic statements for all investment
                           accounts in which they have Beneficial Ownership.

                  (5)      Company Reports. No less frequently than annually,
                           the Company must furnish to the Board of Directors,
                           and the Board of Directors must consider, a written
                           report that:

                           (a)      describes any issues arising under the Code
                                    of Ethics since the last report to the Board
                                    of Directors, including but not limited to,
                                    information about material violations of the
                                    code or procedures and sanctions imposed in
                                    response to the material violations; and


                                      -5-
<PAGE>   6
Exhibit 99


                           (b)      certifies that the Company has adopted
                                    procedures reasonably necessary to prevent
                                    Access Persons from violating the code.

         (C)      Disclaimer of Beneficial Ownership. Any report required under
                  this Section IV may contain a statement that the report shall
                  not be construed as an admission by the person submitting such
                  duplicate confirmation or account statement or making such
                  report that he or she has any direct or indirect beneficial
                  ownership in the Covered Security to which the report relates.

         (D)      Review of Reports. The reports, duplicate confirmations, and
                  account statements required to be submitted under this Section
                  IV shall be delivered to the Designated Officer. The
                  Designated Officer shall review such reports, duplicate
                  confirmations, and account statements to determine whether any
                  transactions recorded therein constitute a violation of the
                  Code of Ethics. Before making any determination that a
                  violation has been committed by any Access Person, such Access
                  Person shall be given an opportunity to supply additional
                  explanatory material. The Designated Officer shall maintain
                  copies of the reports, duplicate confirmations, and account
                  statements as required by Rule 17j-1(d).

         (E)      Acknowledgment and Certification. Upon becoming an Access
                  Person and annually thereafter, all Access Persons shall sign
                  an acknowledgment and certification of their receipt of and
                  intent to comply with this Code in the form attached hereto as
                  Exhibit A and return it to the Designated Officer.

         (F)      Records. The Company shall maintain records with respect to
                  this Code in the manner and to the extent set forth below,
                  which records may be maintained on microfilm under the
                  conditions described in Rule 31a-2(f)(1) under the 1940 Act
                  and shall be available for examination by representatives of
                  the Securities and Exchange Commission (the "SEC").

                  (1)      A copy of this Code and any other Code of Ethics of
                           the Company that is, or at any time within the past
                           five years has been, in effect shall be preserved in
                           an easily accessible place.

                  (2)      A record of any violation of this Code and of any
                           action taken as a result of such violation shall be
                           preserved in an easily accessible place for a period
                           of not less than five years following the end of the
                           fiscal year in which the violation occurs.

                  (3)      A copy of each report made or duplicate confirmation
                           or account statement received pursuant to this Code
                           shall be preserved for a period of not less than five
                           years from the end of the fiscal year in which it is
                           made, the first two years in an easily accessible
                           place.

                  (4)      A list of all persons who are, or within the past
                           five years have been, required to make reports
                           pursuant to this Code shall be maintained in an
                           easily accessible place.

                  (5)      A record of any decision, and the reasons supporting
                           the decision, to approve a request by an Access
                           Person to purchase or sell any Covered Security shall
                           be


                                      -6-
<PAGE>   7
Exhibit 99


                           maintained for at least five years after the end of
                           the fiscal year in which the request is approved.

         (G)      Obligation to Report a Violation. Every Access Person who
                  becomes aware of a violation of this Code of Ethics by any
                  person must report it to the Designated Officer, who shall
                  report it to appropriate management personnel. The management
                  personnel will take such disciplinary action that they
                  consider appropriate under the circumstances. In the case of
                  officers or other employees of the Company, such action may
                  include removal from office. If the management personnel
                  consider disciplinary action against any person, they will
                  cause notice thereof to be given to that person and provide to
                  that person the opportunity to be heard. The Board of
                  Directors will be notified, in a timely manner, of remedial
                  action taken with respect to violations of the Code of Ethics.

         (H)      Confidentiality. All reports of Covered Securities
                  transactions, duplicate confirmations, account statements and
                  other information filed with the Company or furnished to any
                  person pursuant to this Code shall be treated as confidential,
                  but are subject to review as provided herein and by
                  representatives of the SEC.

SECTION V:        SANCTIONS

Upon determination that a violation of this Code has occurred, appropriate
management personnel of the Company may impose such sanctions as they deem
appropriate, including, among other things, a letter of censure or suspension or
termination of the employment of the violator. All violations of this Code and
any sanctions imposed with respect thereto shall be reported in a timely manner
to the Board of Directors of the Company.


                                      -7-
<PAGE>   8

Exhibit 99

                                    EXHIBIT A
                        ACKNOWLEDGMENT AND CERTIFICATION

I acknowledge receipt of the Code of Ethics of UTEK Corporation. I have read and
understand such Code of Ethics and agree to be governed by it at all times.
Further, if I have been subject to the Code of Ethics during the preceding year,
I certify that I have complied with the requirements of the Code of Ethics and
have disclosed or reported all personal securities transactions required to be
disclosed or reported pursuant to the requirements of the Code of Ethics.



                                       -----------------------------------------
                                       (signature)



                                       -----------------------------------------
                                       (please print name)

Date:
     ----------------------------


                                      -8-
<PAGE>   9

Exhibit 99

                                    EXHIBIT B
                             INITIAL HOLDINGS REPORT

Name                                          Date
     ----------------------------------            -----------------------------

<TABLE>
<CAPTION>
            NAME OF ISSUER                         NUMBER OF SHARES                      PRINCIPAL AMOUNT
            --------------                         ----------------                      ----------------
            <S>                                    <C>                                   <C>
</TABLE>

         I certify that the foregoing is a complete and accurate list of all
securities in which I have any Beneficial Ownership.



                                       -----------------------------------------
                                       Signature


                                      -9-
<PAGE>   10

Exhibit 99

                                    EXHIBIT C
                          QUARTERLY TRANSACTION REPORT

Name                                          Date
     ----------------------------------            -----------------------------

<TABLE>
<CAPTION>
                                                                                                                       NAME OF
                                   NUMBER                                                                              BROKER/
                   NAME OF           OF          INTEREST        MATURITY        PRINCIPAL         TYPE OF             DEALER/
DATE               ISSUER          SHARES          DATE            DATE           AMOUNT         TRANSACTION             BANK
----               -------         ------        --------        --------        ---------       -----------           -------
<S>                <C>             <C>           <C>             <C>             <C>             <C>                   <C>
</TABLE>

         I certify that the foregoing is a complete and accurate list of all
transactions for the covered period in securities in which I have any Beneficial
Ownership.



                                       -----------------------------------------
                                       Signature


                                      -10-
<PAGE>   11

Exhibit 99

                                    EXHIBIT D
                             ANNUAL HOLDINGS REPORT

Name                                          Date
     ----------------------------------            -----------------------------

<TABLE>
<CAPTION>
                                                                                                         NAME OF
                                                                                                     BROKER/DEALER/
NAME OF ISSUER                 NUMBER OF SHARES                 PRINCIPAL AMOUNT                           BANK
--------------                 ----------------                 ----------------                     --------------
<S>                            <C>                              <C>                                  <C>
</TABLE>

         I certify that the foregoing is a complete and accurate list of all
securities in which I have any Beneficial Ownership.



                                        ----------------------------------------
                                        Signature


                                      -11-
<PAGE>   12

Exhibit 99

                                    EXHIBIT E
                     PERSONAL SECURITIES ACCOUNT INFORMATION

Name                                          Date
     ----------------------------------            -----------------------------


<TABLE>
<CAPTION>
               SECURITIES
          FIRM NAME AND ADDRESS                        ACCOUNT NUMBER                           ACCOUNT NAME(S)
          ---------------------                        --------------                           ---------------
          <S>                                          <C>                                      <C>
</TABLE>

         I certify that the foregoing is a complete and accurate list of all
securities accounts in which I have any Beneficial Ownership.



                                       -----------------------------------------
                                       Signature


                                      -12-