STOCK PURCHASE AGREEMENT

         This Stock Purchase  Agreement  ("Agreement") is entered into this 28th
day of  January,  2000 by and  between  LEXON,  INC.,  an  Oklahoma  corporation
("LEXON"), and UTEK Corporation,  a Florida corporation ("UTEK") with respect to
CANCER DIAGNOSTICS, INC., a Florida corporation ("CDI"),

         WHEREAS, UTEK is the sole shareholder of CDI; and

         WHEREAS,  Dr. Jeffrey Strovel and Dr. Judith Stamberg are the inventors
of and Dr. Ed Highsmith,  PhD, is the project leader of a team of researchers at
the  University  of  Maryland,   Baltimore  ("UM")  that  is  developing  a  new
proprietary  blood  screen  test,  technology  and  related  processes  for  the
identification  of Telomerase Assay as a marker for lung and perhaps other forms
of cancer  ("Invention")  covered  by US  Provisional  Patent  Application  Nos.
60/074,793;  09/250,336 and 99/03302,  each of which is dated  February  16,1999
("Patent Applications"), the ownership thereof having been assigned to the UM as
described more precisely in Schedule 2.01(i); and

         WHEREAS,  CDI and UM have entered into an Exclusive  License  Agreement
("License") which will grants CDI the exclusive  worldwide right to manufacture,
market and  commercialize  products covered by the Invention  attached hereto as
Schedule 2.01(e)(5) hereto and which is full force and effect; and

         WHEREAS,  CDI and UM have enter  into a  Sponsored  Research  Agreement
("Research  Agreement")  which  provides  for the  funding of certain  continued
research,  development  and  completion of an ELISA based blood  screening  test
which will detect and measure to  presence of the  Telomerase  Assay and related
research which is attached hereto as Schedule 2.01(e)(6) and which is full force
and effect; and

         WHEREAS,  UTEK  desires to sell and LEXON  desires to purchase  all the
issued and outstanding shares of equity securities of CDI in accordance with the
terms of this Agreement.

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

                                    ARTICLE I
                           PURCHASE AND SALE OF SHARES


         1.01.  Purchase  and  Sale  of  the  Shares.  Upon  execution  of  this
Agreement,  LEXON purchases and UTEK sells,  transfers,  conveys and delivers to
LEXON  certificates  representing  all of the issued and  outstanding  shares of
equity  securities  of CDI,  duly endorsed for transfer to LEXON in exchange for
the Purchase Price. The  certificates  representing the Shares shall be executed
for  transfer  to  LEXON  or in  blank  and  delivered

<PAGE>

to the Escrow Agent in  accordance  with the terms and  conditions of the Pledge
Agreemend as defined in Paragraph 1.02 below.

         1.02.  Purchase  Price.  The purchase price for the Shares is $200,000,
payable $50,000 in cash upon execution of this Agreement and $150,000 in 3 equal
principal installments of $50,000 each, payable on or before April 30, 2000, May
31, 2000 and June 30, 2000 in accordance  with the terms of the Promissory  Note
(" Note") which is attached  hereto as Schedule  1.02(a) and  delivered by LEXON
upon the  execution  of this  Agreement.  The Note is secured by a Pledge of the
Shares pursuant to the Pledge and Security Agreement ("Pledge  Agreement") which
is attached hereto as Schedule  1.02(b) and pursuant to which the Shares will be
held in escrow by Sam Reiber,  Esquire,  as Escrow Agent, and delivered to LEXON
upon full payment of the Purchase  Price.  LEXON shall be entitled to all rights
as a  shareholder  of CDI while the  Shares are  pledged  and the Note is not in
default in accordance with the Pledge Agreement.

         1.03.  Directors and Officers of CDI.  Effective upon execution of this
Agreement,  all the  officers  and  directors  of CDI  shall be  deemed  to have
resigned;  Gifford Mabie,  Thomas Coughlin,  and Rhonda Vincent shall be elected
directors of CDI ; and Gifford Mabie shall be elected  President of CDI,  Thomas
Coughlin shall be elected Vice President of CDI, Rhonda Vincent shall be elected
Vice President, Treasurer and Secretaryof CDI, and Frederick K. Slicker shall be
elected Vice President and Assistant Secretary of CDI.

         1.04.   Cancellation   of  Merger   Agreement.   Each  of  the  parties
acknowledges  and agrees that the execution of this Agreement and the closing of
the  purchase  and sale of the Shares of CDI  hereunder  terminates  the rights,
duties,  liabilities and obligations of the parties under that certain Agreement
and Plan of Merger dated August 5, 1999  ("Merger  Agreement")  for all purposes
and that this Merger  Agreement shall be null and void.  LEXON agrees to execute
the Release attached hereto as Schedule 1.04.

         1.05 Cancellation of the UTEK Consulting Agreement. Each of the parties
acknowledges  and agrees that the execution of this Agreement and the closing of
the  purchase  and sale of the Shares of CDI  hereunder  terminates  the rights,
duties, liabilities and obligations of the parties under that certain Consulting
Agreement dated August 4, 1999 ("UTEK Consulting Agreement").

         1.06  Indemnification.  LEXON and CDI each agrees to indemnify UTEK and
all its directors,  officers and  representatives  to the full extent of the law
for  actions  taken and  omitted  by CDI from and after  the  execution  of this
Agreement reason of their good faith efforts for and on behalf of CDI, including
but not  limited  to all  payments,  duties  and  liabilities  of CDI  under the
Research Agreement and the License as set forth therein.

         1.04.  Closing.  The  Closing  will take place upon  execution  of this
Agreement.

                                       2

<PAGE>


                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

         2.01. General  Representations  and Warranties of UTEK. UTEK represents
and warrants to LEXON that the facts set forth below are true and correct:

         (a) Organization. CDI is a corporation duly organized, validly existing
and in good standing under the laws of the State of Florida,  is qualified to do
business  as a  foreign  corporation  in each  other  jurisdiction  in which the
conduct  of  its  business  or the  ownership  of its  properties  require  such
qualification,  and has all  requisite  power and  authority  to  conduct  CDI's
business and operate properties.

         (b) Authorization. The execution of this Agreement and the consummation
of the other transactions  contemplated  hereby have been duly authorized by the
Board of Directors and  Shareholders of UTEK; no other  corporate  action on its
part is  necessary  in order to  execute,  deliver,  consummate  and perform its
obligations hereunder;  and UTEK has all requisite corporate and other authority
to  execute  and  deliver  this  Agreement  and   consummate  the   transactions
contemplated hereby.

         (c)  Capitalization.  The  authorized  capital of CDI consists of 1,000
shares of common  stock,  no par value per share;  at the date hereof and at the
Closing 1,000 shares of its common stock are issued and outstanding and owned by
UTEK,  and no shares are held in CDI's  treasury.  All  issued  and  outstanding
shares of common stock of CDI have been duly and validly issued,  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. There are
no  outstanding  options,  warrants,  commitments,  calls  or  other  rights  or
agreements  requiring it to issue any shares of CDI common  stock or  securities
convertible  into  shares of the  common  stock of CDI to anyone  for any reason
whatsoever.

         (d)  Ownership  of the  Shares.  The  Shares  are owned of  record  and
beneficially by UTEK,  free and clear of all liens,  claims,  encumbrances,  and
rights of any other person or entity of any kind, character or description.

         (e)  Binding   Effect.   The  execution,   delivery,   performance  and
consummation  of the  transactions  contemplated  hereby  does not  violate  any
obligation of UTEK;  and this Agreement  constitutes a legal,  valid and binding
obligation  of UTEK,  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  against  CDI or UTEK  or,  to the  knowledge  of UTEK,
threatened which seek to enjoin the transactions  contemplated by this Agreement
or which, if adversely

                                       3
<PAGE>

decided,  would have a materially  adverse  effect on the  business,  results of
operations,   assets,   prospects  of  CDI  or  upon  the  Patents,  the  Patent
Applications, the License, or the Research Agreement.

         (f) No  Conflicting  Agreements.  Neither the execution and delivery of
this  Agreement nor the  fulfillment  of or compliance by UTEK with the terms or
provisions hereof will result in a breach of the terms, conditions or provisions
of, or  constitute a default  under,  or result in a violation of, the corporate
charter or bylaws of CDI, the Patent  Applications,  the  License,  the Research
Agreement, or any agreement,  contract, instrument, order, judgment or decree to
which  either  UTEK or CDI is a party  or by  which  UTEK or CDI or any of their
respective  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  the  Shares  or the  assets or
business or business of CDI.

         (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 UTEK or CDI or  performance of the  obligations of
UTEK  hereunder  or under any other  agreement  to which either CDI 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  or  result  in the
modification,   cancellation,   termination   or  other  change  in  the  Patent
Applications,  the License,  the Research Agreement or any other material right,
privilege, license or agreement relating to CDI or its assets or business.

         (h) Title to Assets.  CDI has good and  marketable  title to its assets
(tangible  and  intangible),  free and  clear  of all  liens,  claims,  charges,
mortgages, options, restrictions,  security agreements and other encumbrances of
every kind or nature  whatsoever,  including  the duly  executed  and  delivered
License and Research Agreement.

         (e)    The Patent Applications, the License and the Research Agreement.

                    (1)  To the best knowledge of UTEK, the Patent  Applications
                         listed in  Schedule  2.01(i)  are pending and are being
                         prosecuted in good faith with diligence; and

                    (2)  To the best  knowledge of UTEK,  without having made an
                         independent  inquiry,  the Invention  does not and will
                         not  infringe  the  intellectual  or  other  rights  of
                         another.  This  representation  is not a representation
                         that there are no infringing intellectual rights of any
                         other  but is a  representation  only  that UTEK has no
                         knowledge thereof;  and LEXON acknowledges that neither
                         UTEK nor CDI has conducted an independent investigation
                         to determine whether the Invention infringes the rights
                         of any  other  party or that the  Invention  itself  is
                         useful or marketable; and

                                       4
<PAGE>

                    (3)  The  Invention  is owned by UM,  and UM has all  right,
                         power,  authority,  ownership and  entitlement to file,
                         prosecute and maintain in effect the Patents and Patent
                         Applications  with respect to the  Invention  listed in
                         Schedule  2.01(i)  hereto  and to grant the  License to
                         CDI; and

                    (4)  Dr.  Jeffrey  Strovel and Dr.  Judith  Stamburg are the
                         only Inventors of the Invention;  and each has assigned
                         all of his and her rights,  titles and interests in the
                         Invention to UM; and

                    (5)  The  License  is in full force and effect and is legal,
                         valid,  binding and  enforceable in accordance with its
                         terms; and

                    (6)  The Research  Agreement is in full force and effect and
                         is legal, valid,  binding and enforceable in accordance
                         with its terms.

         (j) Liabilities of CDI. CDI has no assets,  no liabilities of any kind,
character or  description  except  those  created by the License or the Research
Agreement.  LEXON will not have any liabilities be reason of it ownership of the
Shares,  except for the  liabilities  of LEXON to UTEK  hereunder  and under the
License and the Research Agreement.

         (k)  Condition of Tangible  Assets.  All of the tangible  assets of CDI
have been operated in accordance with customary  operating  practices  generally
acceptable  in its  industry to which and have been  maintained  and are in good
working  order and repair in the ordinary  course of  business,  subject only to
reasonable and ordinary wear and tear.

         (l) Financial  Statements.  The unaudited  financial  statements of CDI
attached as Schedule  2.01(l)  present  fairly its  financial  position  and the
results of its operations on the dates and for the periods shown therein.  There
are no outstanding obligations or liabilities of CDI, except as specifically set
forth in the CDI financial statements, the License and the Research Agreement.

         (m) Taxes. All returns,  reports,  statements and other similar filings
required to be filed by CDI 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  are
required to be filed;  all such tax returns  properly reflect all liabilities of
CDI for taxes for the  periods,  property  or events  covered  thereby;  and all
taxes,  whether or not reflected on those tax returns,  and all taxes claimed to
be due from CDI by any taxing authority,  have been properly paid, except to the
extent contested in good faith by appropriate proceedings and reserves have been
established  in its  financial  statements  to the full extent if the contest is
adversely  decided  against it. CDI has not received any notice of

                                       5
<PAGE>
assessment or proposed  assessment in connection  with any tax returns,  CDI 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. CDI 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 CDI.

          (n)  Absence of Certain  Changes or Events.  Since August 4, 1999, CDI
               has not:

               (i)  Sold,  encumbered,   assigned  or  transferred  any  of  its
                    material  assets or its interest in the Patents,  the Patent
                    Applications,  the  Research  Agreement,  the License or any
                    other material asset; or

               (ii) Amended or terminated the License or the Research Agreement,
                    except for the  amendment  dated  September  25, 1999 and as
                    otherwise specifically disclosed to LEXON: or

               (iii) Suffered any material damage, destruction or loss; or

               (iv) Received  notice or has  knowledge of any  material  adverse
                    effect on the Patents, the Patent Applications, the Research
                    Agreement  or the  License  or any other  material  asset or
                    liability of CDI; or

               (v)  Made any commitments or agreements for capital  expenditures
                    by CDI; or

               (vi) Entered into any  transaction  or made any commitment of CDI
                    not disclosed to LEXON; or

               (vii)Agreed  to  take  any of  the  actions  set  forth  in  this
                    paragraph.

         (o) Material  Contracts.  A complete and accurate  copy of all material
agreements, contracts and commitments of CDI has been provided to LEXON and such
agreements as amended are in full force and effect. In addition:

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


                                       6
<PAGE>

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

               (iii)The  complete   and   executed   License  and  the  Research
                    Agreement and the Patent  Applications  with all  schedules,
                    exhibits  and  amendments  related  thereto and all material
                    correspondence with the patent authorities  relating thereto
                    have been provided to LEXON; and

               (iv) There are no  outstanding  licenses to or from others of any
                    intellectual property and trade names; and

               (v)  There are no  outstanding  contracts or commitments to sell,
                    lease or otherwise dispose of any of the property of CDI.

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

         (q)  Litigation.  There  is no  suit  or  action  or  any  arbitration,
administrative,  legal or other proceeding of any kind or character,  pending or
threatened against CDI or the Patents, the Patent  Applications,  the License or
the Research  Agreement  affecting  CDI's  assets or  business,  and there is no
factual basis therefor.

         (r) Employees.  CDI has no employees. CDI is not a party to or bound by
any employment agreement or any collective  bargaining agreement with respect to
any of the employees.

         (s) Employee  Benefit  Plans.  There are no employee  benefit  plans in
effect,  and there are no  outstanding  or unfunded  liabilities to employees of
CDI.

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

         (u) No  Broker's  Fees.  Neither  CDI nor  UTEK  has not  incurred  any
finder's,  broker's,  investment banking,  financial,  advisory or other similar
fees or obligations for which LEXON shall be liable.

         (v) Full  Disclosure.  All  representations  or  warranties of UTEK are
true, correct and complete in all material  respects.  No statement made by UTEK
herein or in the exhibits and schedules hereto or any document delivered by UTEK
or on its  behalf  to  LEXON  pursuant  to this  Agreement  contains  an  untrue
statement  of material  fact or omits to state all

                                       7
<PAGE>
material facts  necessary to make the  statements  therein not misleading in any
material respect.

         Except as specifically  set forth in this Agreement,  UTEK and CDI make
no  representations  and extend no warranties of any kind,  either  expressed or
implied, including but not limited to warranties of merchantability, fitness for
a particular purpose, non-infringement and validity of UM's Patent Rights as set
forth in the documents referenced herein.

         2.02. General Representations and Warranties of LEXON. LEXON represents
and warrants to UTEK that the facts set forth are true and correct:

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

         (b) Authorization.  The execution of this Agreement,  the Note, and the
Pledge Agreement and the consummation of the  transactions  contemplated  hereby
have been duly  authorized by the Board of Directors and  Shareholders of LEXON;
no other corporate action on its part is necessary in order to execute, deliver,
consummate  and  perform its  obligations  hereunder;  and it has all  requisite
corporate  and other  authority  to  execute  and  deliver  this  Agreement  and
consummate the transactions contemplated hereby.

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

         (d) Litigation Relating to this Agreement.  There are no suits, actions
or proceedings  pending or to its knowledge  threatened which seek to enjoin 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 LEXON.

         (e) No  Conflicting  Agreements.  Neither the execution and delivery of
this  Agreement nor the  fulfillment of or compliance by LEXON with the terms or
provisions hereof will result in a breach of the terms, conditions or provisions
of, or  constitute a default  under,  or result in a violation of, its corporate
charter or bylaws, or any agreement,  contract,  instrument,  order, judgment or
decree to which it is a party or by which it or any of the  assets

                                       8
<PAGE>
is 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.

         (f)  Consents.  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 performance of the obligations of LEXON hereunder
or under any other agreement to which LEXON 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 any material right,
privilege, license or agreement relating to LEXON or its assets or business.

         (g) Compliance  with Laws.  LEXON is in compliance  with all applicable
laws, rules,  regulations and orders promulgated by any federal,  state or local
governmental body or agency relating to its business and operations.  LEXON owns
all franchises,  licenses, permits, easements,  rights,  applications,  filings,
registration  and other  authorizations  which are  necessary  for it to conduct
business, all of which are valid and in full force and effect, and it is in full
compliance therewith.

         (h) No Broker or Other Fees. LEXON has incurred no finder's,  broker's,
investment banking, financial, advisory or other similar fees in connection with
this Agreement.

         (i) Full  Disclosure.  All  representations  or warranties of LEXON are
true, correct and complete in all material respects.  No statement made by LEXON
herein or in the exhibits and schedules  hereto or any document  delivered by it
or on its behalf to UTEK pursuant to this Agreement contains an untrue statement
of material  fact or omits to state all  material  facts  necessary  to make the
statements therein not misleading in any material respect.

         2.03.  Investment   Representations  of  LEXON.  LEXON  represents  and
warrants to UTEK that 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 the Shares. It is able to bear the economic risk of the investment
in the  Shares,  including  the risk of a total  loss of the  investment  in the
Shares.  The  acquisition  of the  Shares  is for  its  own  account  and is for
investment.  Except  as  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. All information that it has supplied to UTEK in connection with this
Agreement is true and correct in all material respects.  It acknowledges that an
investment  in the Shares  involves a very high degree of risk. It has conducted
all investigations and due diligence  concerning CDI which it deems appropriate,
and  it  has  found  all  such  information  obtained  fully  acceptable.  It is
knowledgeable about the prospects, business, financial condition, operations and
possible  acquisitions of CDI. It has had an opportunity to ask questions of the
officers and  directors of CDI and UTEK  concerning  the Shares and the business
and financial condition of and prospects for CDI, and the officers and directors

                                       9

<PAGE>
of CDI and UTEK  have  adequately  answered  all  questions  asked  and made all
relevant  information  requested available to it. It understands and agrees that
the  following  restrictions  and  limitations  are  applicable to the purchase,
resale and distribution of the Shares pursuant to applicable securities laws.

                                   ARTICLE III
                                   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 hereto,  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  thereof,  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 all arbitrations shall be conducted in Tampa, Florida, unless
the parties  mutually agree to the contrary.  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.

                                   ARTICLE IV
                                  MISCELLANEOUS

                  No party may assign this  Agreement or any right or obligation
of it hereunder  without the prior written  consent of the other parties hereto.
No permitted  assignment  shall  relieve a party of its  obligations  under this
Agreement  without  the  separate  written  consent of the other  parties.  This
Agreement  shall be binding  upon and enure to the  benefit of the  parties  and
their  respective  permitted  successors and assigns.  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.  This Agreement shall be
governed by and construed in  accordance  with the laws of the State of Florida.
This document constitutes a complete and entire agreement among the parties with
reference to the subject  matters set forth  herein.  No statement or agreement,
oral or written, made prior to or at the execution hereof and no prior course of
dealing or  practice  by either  party  shall vary or modify the terms set forth
herein without the prior consent of the other parties hereto. This Agreement may
be amended only by a written  document  signed by the parties.  Notices or other
communications  required to be made in connection  with this Agreement  shall be
delivered to the parties at the address set forth below or at such other address
as may be  changed  from  time to time by  giving  written  notice  to the other
parties. This Agreement may be executed in multiple counterparts,  each of which
shall constitute one and a single Agreement.


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<PAGE>


         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed by a duly authorized officer this 28th day of January, 2000.

         LEXON, INC.                        UTEK CORPORATION

         By /s/ GIFFORD MABIE               By /s/ CLIFFORD GROSS
         Gifford Mabie, President           Clifford Gross, Chairman and CEO


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