exhibit_10-4.htm


    
      

    

    EXHIBIT
10.4

     

    


     

    
      	
               

              ACQUISITION
      OF NEU-HOPE TECHNOLOGIES, INC.

              by

              ADVANCED
      MEDICAL ISOTOPES CORPORATION

               

            


    

     

    AGREEMENT
AND PLAN OF ACQUISITION

     

    This
Agreement and Plan of Acquisition ("Agreement ") is entered into by
and between Neu-Hope Technologies, Inc., a Florida
corporation ("NHTI") UTEK CORPORATION, a Delaware
corporation ("UTEK"), and Advanced Medical Isotopes
Corporation, a Delaware corporation ("ADMD").

     

    WHEREAS,
UTEK owns 100% of the issued and outstanding shares of common stock of
NHTI ("NHTI Shares");

     

    WHEREAS,
before the Closing Date, NHTI will acquire the license for the fields of
use as described in the License Agreement which is attached hereto as part of
Exhibit
A and made a part of this Agreement (License Agreement) and the rights to
develop and market a patented and proprietary technology for the fields of uses
specified in the License Agreement (Technology);

     

    WHEREAS,
the parties desire to provide for the terms and conditions upon which
NHTI will be acquired by ADMD in a stock-for-stock exchange ("Acquisition") in
accordance with the respective corporation laws of their state, upon
consummation of which all NHTI
Shares will be owned by ADMD, and all issued
and outstanding NHTI Shares will be exchanged for Preferred A Series stock of
ADMD with terms and conditions as set forth more fully in
this Agreement; and

     

    WHEREAS,
for federal income tax purposes, it is intended that the Acquisition
qualifies within
the meaning of Section 368 (a)(1)(B) of the Internal Revenue Code of 1986, as
amended ( "Code").

     

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

     

    ARTICLE
1

    THE
STOCK-FOR-STOCK ACQUISITION

     

    1.01    The
Acquisition

     

    (a)    Acquisition Agreement.
Subject to the terms and conditions of this Agreement, at the Effective Date, as
defined below, all NHTI Shares shall be acquired from UTEK by ADMD in accordance
with the respective corporation laws of their states and the provisions of this
Agreement and the separate corporate existence of NHTI, as a wholly-owned
subsidiary of ADMD, shall continue after the closing.

     

    (b)    Effective
Date. The Acquisition shall become effective ("Effective Date") upon the
execution of this Agreement and closing of the transaction.


    


    
      
        
        

      

      
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    1.02    Consideration.

     

    (a)    On the date
of closing ("the Effective Date") Advanced Medical Isotopes Corporation
shall acquire all 1,000 Shares of common stock of Neu-Hope Technologies Inc,
which are issued and outstanding at the date of closing, and in exchange,
Advanced Medical Isotopes Corporation shall issue 100,000 shares of Series A
convertible preferred stock (as described in Exhibit D — Preferred Stock), of
which UTEK is receiving 95,000 shares and Aware Capital Consultants, Inc. is
receiving 5,000 shares. At any time after Twelve (12) months from the date of
closing, UTEK shall have the right to convert its Series A convertible preferred
stock to unrestricted common stock ("Conversion Shares") of Advanced Medical
Isotopes Corporation to be adjusted to equal the amount of ninety five percent
(95%) of $3,350,000, or $3,182,500 based on the previous 10 day average closing
price on the day of conversion. For example, on the date of conversion to
common, if the 10 day average closing price is $.10, then UTEK shall receive
31,825,000 shares of common stock in Advanced Medical Isotopes Corporation. The
common stock that UTEK receives shall be delivered to UTEK within 30 days of the
conversion. Within 45 days of conversion of all of the Preferred Shares, the
Company will file a Registration Statement Form S -1 or Form SB -2 under the
Securities Act of 1933 to register the sale of the Conversion Shares by UTEK.
The Company shall use its best efforts within reason to affect the registration,
qualification or compliance of the Conversion Shares under the Securities Act
and under other applicable federal law and any applicable securities or "blue
sky' laws of jurisdictions within the United States, (the "Registrable
Securities"). ADMD shall place all such shares and said shares shall remain in
reserve with the Transfer Agent until UTEK provides the Transfer Agent
instructions (Irrevocable Transfer Agent Instructions attached in Exhibit D)
that the shares or any part of them shall be taken out of reserve and shall no
longer be subject to the terms of these instructions.

     

    (b)    During the 12
month period in which UTEK is holding said preferred stock, interest shall be
charged at the annual ratio of five (5%) percent, compounded quarterly, (at
1.25% per quarter) payable in cash or in common shares of ADMD.

     

    (c)    Exchange
of Stock. At the Effective Date, by virtue of the Acquisition, all of the
NHTI Shares that are issued and outstanding at the Effective Date shall be
exchanged for 100,000 Series A Convertible Preferred shares of ADMD (ADMD
Shares, as described in Exhibit D) as follows:

     

    
    

     

    
      	To:	ADMD Series A Convertible
      Preferred Shares
	 	 	 
	UTEK
      Corporation	
               95,000

            	 
	

              Aware
      Capital Consultants, Inc.  

            	
               5,000

            	
               

            
	 	
               100,000

            	 


    

     

     

    1.03    Effect of
Acquisition.

     

    (a)    Rights
in NHTI Cease. At and after the Effective Date, the holder of each
certificate of common stock of NHTI shall cease to have any rights as a
shareholder of NHTI.

     

    (b)    Closure
of NHTI Shares Records. From and after the Effective Date, the stock
transfer books of NHTI shall be closed and there shall be no further
registration of stock transfers on the records of NHTI.

     

    1.04    Closing.
Subject to the terms and conditions of this Agreement, the Closing of the
Acquisition shall be the date of the last executed signature affixed to this
Agreement, but in no event later than September 22,
2006.

    
 

    
      
        
        

      

      
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    ARTICLE
2

    REPRESENTATIONS
AND WARRANTIES

     

    2.01    Representations and
Warranties of UTEK and NHTI. UTEK and NHTI jointly and severally
represent and warrant to ADMD that the facts set forth below are true and
correct:

     

    (a)    Organization. NHTI
and UTEK are corporations duty organized, validly existing and in good standing
under the laws of their respective states of incorporation, and they have the
requisite power and authority to conduct their business and consummate the
transactions contemplated by this Agreement. True, correct and complete copies
of the articles of incorporation, bylaws and all corporate minutes of NHTI have
been
provided to AD MD and such documents are presently in effect and have not been
amended or modified.

     

    (b)    Authorization. The
execution of this Agreement and the consummation of the Acquisition and the
other transactions contemplated by this Agreement have been duly authorized by
the board of directors and shareholder of NHTI and the board of directors of
UTEK; no other corporate action by the respective parties is necessary in order
to execute, deliver, consummate and perform their respective obligations
hereunder and NHTI and UTEK have all requisite corporate and other authority to
execute and deliver this Agreement and consummate the transactions contemplated
by this Agreement

     

    (c)    Capitalization. The
authorized capital of NHTI consists of 1,000,000 shares of common stock with a
par value $ .01 per share. At the date of this Agreement, 1,000 NHTI Shares are
issued and outstanding as follows:

     

    
      	Shareholder	
              Number
      of NHTI Shares 

            
	 	 
	UTEK
      Corporation	
              1000

            


    

     

     

    All
issued and outstanding NHTI Shares have been duly and validly issued and 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. NHTI is
not authorized to issue any preferred stock. All dividends
on NHTI Shares which have been declared prior to the date of this Agreement have
been paid in full. There are no outstanding options, warrants, commitments,
calls or other rights or Agreement s requiring NHTI to issue any NHTI Shares or
securities convertible, exercisable or exchangeable into NHTI Shares to anyone
for any reason whatsoever. None of the NHTI Shares is subject to any charge,
claim, condition, interest, lien, pledge, option, security interest or other
encumbrance or restriction, including any restriction on use, voting, transfer,
receipt of income or exercise of any other attribute of ownership.

     

    (d)    Binding Effect. The
execution, delivery, performance and consummation of this Agreement, the
Acquisition and the transactions contemplated by this Agreement will not violate
any obligation to which NHTI or UTEK is a party and will not create a default
under any such obligation or under any Agreement to which NHTI or UTEK is a
party. This Agreement constitutes a legal, valid and binding obligation of NHTI,
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 or, to the
best of NHTI's and UTEK's knowledge, information and belief, threatened, which
seek to enjoin the Acquisition or the transactions contemplated by this
Agreement or which, if adversely decided, would have a materially adverse effect
on the business, results of operations, assets or prospects of
NHTI.

    
 

    
      
        
        

      

      
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    (f)    No
Conflicting Agreements. Neither the execution and delivery of this
Agreement nor the fulfillment of or compliance by NHTI or UTEK with the terms or
provisions of this Agreement nor all other documents or agreements contemplated
by this Agreement and the consummation of the transaction contemplated by this
Agreement will result in a breach of the terms, conditions or provisions of, or
constitute a default under, or result in a violation of, NHTI's or UTEK's
articles of incorporation or bylaws, the Technology. the License Agreement, or
any agreement, contract, instrument, order, judgment or decree to which NHTI or
UTEK is a party or by which NHTI or UTEK or any of their respective assets is
bound, or violate any provision of any applicable law, rule or regulation or any
order, decree, writ or injunction of any court or government entity which
materially affects their respective assets or businesses.

     

    (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 NHTI and UTEK or performance of the obligations of NHTI and UTEK hereunder or
under any other agreement to which NHTI 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 in order to prevent the termination of the Technology,
the License Agreement, or any other material right, privilege, license or
agreement relating to NHTI or its assets or business.

     

    (h)    Title
to Assets. NHTI has or has agreed to enter into the agreement s as listed
on Exhibit
A attached hereto. These agreement s and the assets shown on the balance
sheet of attached Exhibit
B are the sole assets of NHTI. Except as set forth on Schedule 2.01(h),
NHTI has good and marketable title to its assets, free and clear of all liens,
claims, charges, mortgages, options, security agreements and other encumbrances
of every kind or nature whatsoever. On the Closing Date, NHTI will have good and
marketable title to its assets, free and clear of all liens, claims, charges,
mortgages, options, security agreements and other encumbrances of every kind and
nature whatsoever.

     

    (i)    Intellectual
Property

     

    (1)    The
University of California through the Lawrence Berkeley National Laboratory
("Laboratory ") invented and owns the Technology and has all right, power,
authority and ownership and entitlement to file, prosecute and maintain in
effect the Patent application with respect to the Inventions listed in Exhibit
A hereto.

     

    (2)    The License
Agreement between Laboratory and NHTI covering the Inventions is legal, valid,
binding and will be enforceable in accordance with its terms as contained in
Exhibit A.

     

    (3)    Except as otherwise set
forth in this Agreement, ADMD acknowledges and understands that NHTI and
UTEK make no representations and provide no assurances that the rights to
the Technology
and Intellectual Property contained in the License Agreement do not, and will
not in the future, infringe or
otherwise violate the rights of third parties; however, NHTI and UTEK have no
knowledge of
pending or threatened claims by. or any basis for any claims by, any third
parties alleging such infringement or other
violation, and

     

    (4)    Except as
otherwise expressly set forth in this Agreement, NHTI and UTEK make no
representations and extend no warranties of any kind, either express or implied,
including, but not limited to warranties of merchantability, fitness for a
particular purpose, non-infringement and validity of the Intellectual
Property.

     

    (j)    Liabilities
of NHTI. NHTI has no assets (except as set forth in Section 2.01 (h)), no
liabilities or obligations of any kind, character or description except those
listed on the attached schedules and exhibits.

     

    (k)    Financial
Statements. The unaudited financial statements of NHTI, including a
balance sheet, attached as Exhibit
B and made a part of this Agreement, are, in all respects, complete and
correct and present fairly NHTI's financial position and the results of its
operations on the dates and for the periods shown in this
Agreement; provided,
however, that interim financial statements are subject to customary
year-end adjustments and accruals that, in the aggregate, will not have a
material adverse effect on the overall financial condition or results of its
operations. NHTI has not engaged in any business not reflected in its financial
statements. There have been no material adverse changes in the nature of its
business, prospects, the value of assets or the financial condition since the
date of its financial statements. There are no, and on the Closing Date there
will be no, outstanding obligations or liabilities of NHTI except as
specifically set forth in the financial statements and the other attached
schedules and exhibits. There is no information known to NHTI or UTEK that would
prevent the financial statements of NHTI from being audited in accordance with
generally accepted accounting principles.

     

     

    
      
        
        

      

      
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    (l)    Taxes.  All
returns, reports, statements and other similar filings required to be filed by
NHTI 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 and other related filings are required
to be filed: all such tax returns properly reflect all liabilities of NHTI for
taxes for the periods, property or events covered by this Agreement; and all
taxes, whether or not reflected on those tax returns, and all taxes claimed to
be due from NHTI by any taxing authority, have been properly paid, except to the
extent reflected on NHTI's financial statements,
where NHTI has contested in good faith by appropriate proceedings and reserves
have been established on its financial statements to the full extent if the
contest is adversely decided against it. NHTI has not received any notice of
assessment or proposed assessment in connection with any tax returns, nor is
NHTI a party to or to the best of its knowledge, expected to become a party to
any pending or threatened action or proceeding, assessment or collection of
taxes. NHTI 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. NHTI 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 NHTI. NHTI is not and has never
been a party to any tax-sharing agreements with any other person or
entity.

     

    (m)    Absence of
Certain Changes or Events. From the date of the full execution of the
Term Sheet
until the Closing Date, NHTI has not, and without the written consent of ADMD,
it will not have:

     

    (1)    Sold,
encumbered, assigned let lapsed or transferred any of its material assets,
including without limitation the Intellectual Property, the License Agreement or
any other material asset;

     

    (2)    Amended or
terminated the License Agreement or other material agreement or done any act or
omitted to do any act which would cause the breach of the License Agreement or
any other material agreement;

     

    (3)    Suffered any
damage, destruction or loss whether or not in control of NHTI;

     

    (4)    Made any
commitments or agreements for capital expenditures or otherwise;

     

    (5)    Entered into
any transaction or made any commitment not disclosed to ADMD;

     

    (6)    Incurred any
material obligation or liability for borrowed money;

     

    (7)    Done or
omitted to do any act, or suffered any other event of any character, which is
reasonable to expect, would adversely affect the future condition (financial or
otherwise) , assets or liabilities or business of NHTI; or

     

    (8)    Taken any
action, which could reasonably be foreseen to make any of the representations or
warranties made by NHTI or UTEK untrue as of the date of this Agreement or as of
the Closing Date.

    
 

    
      
        
        

      

      
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    (n)    Material
Agreements. Exhibit
A attached contains a true and complete list of all contemplated and
executed agreements between NHTI and a third party. A complete and accurate
copies of all material agreements, contracts and commitments of the following
types, whether written or oral , to which it is a party or is bound (Contracts),
has been provided to ADMD. Such executed Contracts are, and such contemplated
Contracts will be at the Closing Date, in full force and effect without
modifications or amendment and constitute the legally valid and binding
obligations of NHTI in accordance with their respective terms and will continue
to be valid and enforceable foil owing the Acquisition. NHTI is not, and will
not be at the Closing Date, in default of any of the Contracts. In
addition:

     

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

     

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

     

    (3)    The complete
final draft of the License Agreement has been provided to ADMD; and

     

    (4)    Except as set
forth in (3) above, there are no outstanding licenses to or from others of any
Intellectual Property and trade names; and

     

    (5)    There are no
outstanding agreements or commitments to sell , lease or otherwise dispose of
any of NHTI's property; and

     

    (6)    There are no
breaches of any agreement to which NHTI is a party.

     

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

    


    (p)    Litigation.
There is no suit, action or any arbitration, administrative, legal or other
proceeding of any kind or character, or any governmental investigation pending
or to the best knowledge of NHTI or UTEK, threatened against NHTI, the
Technology, or License Agreement, affecting its assets or business (financial or
otherwise), and neither NHTI nor UTEK is in violation of or in default with
respect to any judgment, order, decree or other finding of any court or
government authority relating to the assets, business or properties of NHTI or
the transactions contemplated hereby. There are no pending or threatened actions
or proceedings before any court, arbitrator or administrative agency, which
would, if adversely determined, individually or in the aggregate, materially and
adversely affect the assets or business of NHTI or the transactions
contemplated hereby.

     

    (q)    Employees.
NHTI has no and never had any employees. NHTI is not a party to or
bound by
any employment agreement or any collective bargaining agreement with respect to
any employees. NHTI is not in violation of any law, rule or regulation relating
to employment of employees.

     

    (r)            
Neither NHTI nor UTEK has any knowledge of any existing or threatened
occurrence, action or development that could cause a material adverse effect on
NHTI or its business, assets or condition (financial or otherwise) or
prospects.

    
 

    
      
        
        

      

      
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    (s)           
Employee Benefit
Plans. There are no and have never been any employee benefit plans, and
there are no commitments to create any, including without limitation as such
term is defined in the Employee Retirement Income Security Act of 1974, as
amended, in effect, and there are no outstanding or un-funded liabilities nor
will the execution of this Agreement and the actions contemplated in this
Agreement result in any obligation or liability to any present or former
employee.

     

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

     

    (u)       
   No
Broker's Fees. Neither UTEK nor NHTI has incurred any investment banking,
advisory or other similar fees or obligations in connection with this Agreement
or the transactions contemplated by this Agreement.

     

    (v)       
    Full Disclosure. All
representations or warranties of UTEK and NHTI are true, correct and complete in
all material respects to the best of UTEK's and NHTI's knowledge on the date of
this Agreement and shall be true, correct and complete in all material respects
as of the Closing Date as if they were made on such date. No statement made by
them in this Agreement or in the exhibits and schedules to this Agreement or any
document delivered by them or on their behalf pursuant to this Agreement
contains an untrue statement of material fact or omits to state all material
facts necessary to make the statements in this Agreement not misleading in any
material respect in light of the circumstances in which they were
made.

     

    2.02    Representations and
Warranties of ADMD. ADMD represents and warrants to UTEK and NHTI that
the facts set forth below are true and correct.

     

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

     

    (b)    
       Authorization. The
execution of this Agreement and the consummation of the Acquisition and the
other transactions contemplated by this Agreement have been duly authorized by
the board of directors of ADMD; no other corporate action on ADMD's 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 by this
Agreement.

     

    (c)     
      Binding Effect. The
execution, delivery, performance and consummation of the Acquisition and the
transactions contemplated by this Agreement will not violate any obligation to
which ADMD is a party and will not create a default hereunder, and this
Agreement constitutes a legal, valid and binding obligation of ADMD, enforceable
in accordance with its terms, except as the enforcement may be limited by
bankruptcy, insolvency, moratorium, or similar laws affecting creditors 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 Acquisition or 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 ADMD.

     

    (e)     
     No Conflicting
Agreements.
Neither the execution and delivery of this Agreement nor the fulfillment of or
compliance by ADMD with the terms or provisions of this Agreement will result in
a breach of the terms, conditions or provisions of, or constitute default under,
or result in a violation of, the 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
its 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 its assets or business.

     

    
      
        
        

      

      
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    (f)         
   Consents.
Assuming the correctness of UTEK 's and NHTI's representations, 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 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 ADMD or its assets or
business.

     

    (g)   
        Financial
Statements. The unaudited financial statements of ADMD attached as Exhibit
C present fairly its financial position and the results of its operations
on the dates and for the periods shown on such statements; provided, however,
that interim financial statements are subject to customary year-end adjustments
and accruals that, in the aggregate, will not have a material adverse effect on
the overall financial condition or results of its operations. ADMD has not
engaged in any business not reflected in its financial statements. There have
been no material adverse changes in the nature of its business, prospects, the
value of assets or the financial condition since the d ate of its financial
statements. There are no outstanding obligations or liabilities of ADMD except
as specifically set forth in the ADMD financial statements.

     

    (h)       
    Full
Disclosure. All representations or warranties of ADMD are true, correct
and complete in all material respects on the date of this Agreement and shall be
true, correct and complete in all material respects as of the Closing Date as if
they were made on such date. No statement made by it in this Agreement or in the
exhibits to this Agreement or any document delivered by it or on its behalf
pursuant to this Agreement contains an untrue statement of material fact or
omits to state all material facts necessary to make the statements in this
Agreement not misleading in any material respect in light of the circumstances
in which they were made.

     

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

     

    (j)     
       Litigation.
There is no suit, action or any arbitration, administrative, legal or other
proceeding
of any kind or character, or any governmental investigation pending or, to the
best knowledge of ADMD, threatened against ADMD materially affecting its assets
or business (financial or otherwise), and ADMD is not in violation of or in
default with respect to any judgment, order, decree or other finding of any
court or government authority. There
are no pending or, to the knowledge of ADMD, threatened actions or
proceedings before any court, arbitrator or administrative agency, which would,
if adversely determined, individually or in the aggregate, materially and
adversely affect its assets or business. ADMD has no knowledge of any existing
or threatened occurrence, action or development that could cause a material
adverse affect on ADMD or its business,
assets or condition (financial or otherwise) or prospects.

     

    (k)           
Development.
ADMD agrees and warrants that it has the expertise necessary to and
has had
the opportunity to independently evaluate the inventions of the Licensed Patents
and develop same for the market. ADMD further agrees that it will provide UTEK
with copies of progress reports made to the university as required under the
subject license agreement on a quarterly basis.

     

    (l)            
Investment
Company. ADMD is not an investment company, either registered or
unregistered.

     

     

    
      
        
        

      

      
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    2.03    Investment
Representations of UTEK. UTEK represents and warrants to ADMD
that:


    (a)           
General.
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 ADMD Shares
pursuant to the Acquisition. It is able to bear the economic risk of the
investment in ADMD Shares, including the risk of a total loss of the investment
in ADMD Shares. The acquisition of ADMD Shares is for its
own account and is for investment and not with a view to any distribution
of such shares. Except a permitted by law, it has no present intention of
selling, transferring or otherwise disposing in any way of all or any portion of
the shares at the present time. All information that it has supplied to ADMD is
true and correct. It has conducted all investigations and due diligence
concerning ADMD to evaluate the risks inherent in accepting and holding the
shares
which it deems appropriate, and it has found all such information
obtained fully acceptable. It has had an opportunity to ask questions of the
officers and directors of ADMD concerning ADMD Shares and the business and
financial condition of and prospects for ADMD, and the officers and directors of
ADMD have adequately answered all questions asked and made all relevant
information available to them. UTEK is an "accredited investor, " as the term is
defined in Regulation D, promulgated under the Securities Act of 1933, amended,
and the rules and regulations thereunder.

     

     

     

    ARTICLE
3

    TRANSACTIONS
PRIOR TO CLOSING

     

    3.01    Corporate
Approvals. Prior to Closing Date, each of the parties shall submit this
Agreement to its board
of directors and , if necessary, its respective shareholders and obtain approval
of this Agreement. Copies of corporate actions taken shall be provided to each
party.

     

    3.02    Access
to Information. Each party agrees to permit, upon reasonable notice, the
attorneys, accountants,
and other representatives of the other parties reasonable access during normal
business hours to its properties and its books and records to make reasonable
investigations with respect to its affairs, and to make its officers and
employees available to answer questions and provide additional information as
reasonably requested.

     

    3.03    Expenses.
Each party agrees to bear its own expenses in connection with the negotiation
and consummation
of the Acquisition and the transactions contemplated by this
Agreement.

     

    3.04    Covenants.
Except with the prior written approval of ADMD or of NHTI or UTEK, as the case
may be,
each party agrees that it will:

     

    (a)          
Use its good faith efforts to
obtain all requisite licenses, permits, consents, approvals and authorizations necessary in order
to consummate the Acquisition; and

     

    (b) 
         Notify the other parties
upon the occurrence of any event which would have a materially adverse effect
upon the Acquisition or the transactions contemplated by this Agreement or upon
the business, assets or results of operations; and

     

    (c)     
      Not modify its corporate structure, except,
upon prior written notice to the other parties, as necessary or advisable in
order to consummate the Acquisition and the transactions contemplated by this
Agreement.

     

     

     

    ARTICLE
4

    CONDITIONS
PRECEDENT

     

    The
obligation of the parties to consummate the Acquisition and the transactions
contemplated by this Agreement
are subject to the following conditions that may be waived, to the extent
permitted by law:

     

     

    
      
        
        

      

      
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    4.01    Each party
must obtain the approval of its board of directors and such approval shall not
have been
rescinded or restricted.

     

    4.02    Each party
shall obtain all requisite licenses, permits, consents, authorizations and
approvals required
to complete the Acquisition and the transactions contemplated by this
Agreement.

     

    4.03    There shall
be no claim or litigation instituted or threatened in writing by any person or
government
authority seeking to restrain or prohibit any of the contemplated transactions
contemplated by this Agreement or challenge the right, title and interest of
UTEK in the NHTI Shares. NHTI in the License Agreement, or the right of NHTI or
UTEK to consummate the Acquisition contemplated hereunder.

     

    4.04    The
representations and warranties of the parties shall be true and correct in all
material respects
at the Effective Date.

     

    4.05    The
Technology and Intellectual Property shall have been prosecuted in good faith
with reasonable
diligence.

     

    4.06    The License
Agreement shall have been executed and delivered by all parties thereto and, to
the best
knowledge of UTEK and NHTI, the License Agreement shall be valid and in full
force and effect without any default under such agreement .

     

    4.07    ADMD shall
have received, at or within 5 days before the Closing Date, each of the
following:

     

    (a)      
     the stock certificates representing the NHTI
Shares, duly endorsed (or accompanied by duly executed stock powers) by UTEK for
cancellation;

     

    (b)     
      all documentation relating to NHTI's
business, all in form and substance satisfactory to ADMD;

     

    (c)     
      such agreements, files and other data and
documents pertaining to NHTI's business as ADMD may reasonably
request;

     

    (d)    
       copies of the general ledgers and
books of account of NHTI, and all federal, state and local income, franchise,
property and other tax returns filed by NHTI since the inception of
NHTI;

     

    (e)    
       certificates of (i) the Secretary of
State of the State of Florida as to the legal existence and good standing, as
applicable (including tax), of NHTI in Florida;

     

    (f)     
       the original corporate minute books of
NHTI, including the articles of incorporation and bylaws of NHTI, and all other
documents filed in this Agreement;

     

    (g)    
       all consents, assignments or related
documents of conveyance to give ADMD the benefit of the transactions
contemplated hereunder;

     

    (h)    
       such documents as may be needed to
accomplish the Closing under the corporate laws of the states of incorporation
of ADMD and NHTI, and

     

    (i)             
such other documents, instruments or certificates as ADMD, or its counsel may
reasonably
request.

    

 

    
      
        
        

      

      
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    4.08    ADMD shall
have completed its due diligence investigation of NHTI to ADMD's satisfaction in
its sole
discretion.

     

    4.09    ADMD shall
receive the resignation s of each director and officer of NHTI effective the
Closing Date.

     

     

     

    ARTICLE
5

    INDEMNIFICATION
AND LIABILITY LIMITATION

     

    5.01    Survival of Representations
and Warranties.

     

    (a)       
   The representations and warranties made by UTEK and NHTI shall
survive for a period of 1 year after the Closing Date, and thereafter all such
representation and warranties shall be extinguished, except with respect to
claims then pending for which specific notice has been given during such 1-year
period.

     

    (b)    
      The representations and warranties made by
ADMD shall survive for a period of 1 year after the Closing Date,
and thereafter all such representations and warranties shall be extinguished,
except with respect to claims then pending for which specific notice has been
given during such 1-year
period.

     

    5.02    Limitations on
Liability. ADMD agrees that UTEK shall not be liable under this agreement
to ADMD
or their respective successor's, assigns or affiliates except where damages
result directly from the gross negligence or willful misconduct of UTEK or its
employees. In no event shall UTEK's liability exceed the total amount of the
fees paid to UTEK under this agreement, nor shall UTEK be liable for incidental
or consequential damages of any kind. ADMD shall indemnify UTEK, and hold UTEK
harmless against any and all claims by third parties for losses, damages or
liabilities, including reasonable attorneys fees and expenses ("Losses"),
arising in any manner out of or in connection with the rendering of services by
UTEK under this Agreement, unless it is finally judicially determined that such
Losses resulted from the gross negligence or willful misconduct of UTEK. The
terms of this paragraph shall survive the termination of this agreement and
shall apply to any controlling person, director, officer, employee or affiliate
of UTEK.

     

    5.03    Indemnification. ADMD
agrees to indemnify and hold harmless UTEK and its subsidiaries and affiliates
and each of its and their officers, directors, principals, shareholders, agents,
independent contactors and employees (collectively "Indemnified Persons') from
and against any and all claims, liabilities, damages, obligations, costs and
expenses (including reasonable attorneys' fees and expenses and costs of
investigation) arising out of or relating to matters or arising from this
Agreement, except to the extent that any such claim, liability, obligation,
damage, cost or expense shall have been determined by final non-appealable order
of a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of the Indemnified Person or Persons in respect of whom
such liability is asserted.

     

    (a)    Limitation of
Liability. ADMD agrees that no Indemnified Person shall have any
liability
as a result of the
execution and delivery of this Agreement, or other matters relating to or
arising from this Agreement, other than liabilities that shall have been
determined by final non-appealable order of a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct of the Indemnified
Person or Persons in respect of whom such liability is asserted. Without
limiting the generality of the foregoing, in no event shall any Indemnified
Person be liable for consequential, indirect or punitive damages, damages for
lost profits or opportunities or other like damages or claims of any kind. In no
event shall UTEK's liability exceed the total amount of the fees paid to UTEK
under this Agreement.

     

     

     

    
      
        
        

      

      
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    ARTICLE
6

    REMEDIES


    6.01    Specific
Performance. Each party's obligations under this Agreement are unique. If
any party should
default in its obligations under this Agreement, the parties each acknowledge
that it would be extremely impracticable to measure the resulting damages.
Accordingly, the non-defaulting party, in addition to any other available rights
or remedies, may sue in equity for specific performance, and the parties each
expressly waive the defense that a remedy in damages will be
adequate.

     

    6.02    Costs.
If any legal action or any arbitration or other proceeding is brought for the
enforcement of this
Agreement or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party or parties shall be entitled to recover
reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be
entitled.

     

     

     

    ARTICLE
7

    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 to this
Agreement, 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 of this Agreement, 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, unless the parties mutually agree to the contrary such arbitration shall
be conducted in New York, New York 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. The arbitrators shall be selected as follows: one by
ADMD, one by UTEK and a third by the two selected arbitrators. The third
arbitrator shall be the chairman of the panel.

     

     

     

    ARTICLE
8

    MISCELLANEOUS

     

    8.01    No party may
assign this Agreement or any right or obligation of it hereunder without the
prior written
consent of the other parties to this Agreement. No permitted assignment shall
relieve a party of its obligations under this Agreement without the separate
written consent of the other parties.

     

    8.02    This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective
permitted successors and assigns.

     

    8.03    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.

     

    8.04    This
Agreement shall be governed by and construct in accordance with the laws of the
State of Delaware without regard to principles of conflicts of law.

     

    8.05    This document
constitutes a complete and entire agreement among the parties with reference to
the subject matters set forth in this Agreement. No statement or agreement, oral
or written, made prior to or at the execution of this Agreement and no prior
course of dealing or practice by either party shall vary or modify the terms set
forth in this Agreement without the prior consent of the other parties to this
Agreement. This Agreement may be amended only by a writ ten document signed by
the parties.

     

    8.06    Notices or
other communications required to be made in connection with this Agreement shall
be sent
by U.S. mail, certified, return receipt requested, personally delivered or sent
by express delivery service and delivered to the parties at the addresses set
forth below or at such other address as may be changed from time to time by
giving written notice to the other parties.

    
 

    
      
        
        

      

      
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    8.07    The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability
of any other provision of this Agreement.

     

    8.08    This
Agreement may be executed in multiple counterparts, each of which shall
constitute one and a
single Agreement.

     

    8.09    Any facsimile
signature of any part to this Agreement or to any other Agreement or document
executed in connection of this Agreement should constitute a legal, valid and
binding execution by such parties.

     

    
      
        	ADVANCED
      MEDICAL ISOTOPES CORPORATION	 	NEU-HOPE
      TECHNOLOGIES, INC.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                /s/ 
      William J. Stokes

              	 	By:	
                /s/ 
      Joel H. Edelson

              	 
	 	
                William
      J. Stokes

              	 	 	
                Joel.
      H. Edelson

              	 
	 	
                CEO

              	 	 	
                President

              	 
	 	 	 	 	 	 
	 	Address:	 	 	Address:	 
	 	7203
      Deschutes Avenue	 	 	2109
      E. Palm Avenue	 
	 	Kennewick,
      Washington 99336	 	 	Tampa,
      Florida 33605	 
	 	 	 	 	 	 
	Date:	 	 	Date:	      9/22/06 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	UTEK CORPORATION 	 	COMPLIANCE
      OFFICER	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/  
      Clifford M. Gross 	 	By:	/s/                                                             
       	 
	 	Clifford
      M. Gross, Ph.D.	 	 	 	 
	 	Chief
      Executive Officer	 	Date:	     
      9/22/06 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Address: 	 	 	 	 
	 	2109
      E. Palm Avenue	 	 	 	 
	 	Tampa,
      Florida 33605	 	 	 	 
	 	 	 	 	 	 
	Date:	       9/22/06 	 	 	 	 


      

    

     

     

    
      
        
        

      

      
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    EXHIBIT
A

     

     

    Outstanding
Agreements

     

    1.    License Agreement
from the Ernest Orlando Lawrence Berkeley National Laboratory (Berkeley
Lab)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
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    EXHIBIT
B

     

     

    NEU-HOPE
TECHNOLOGIES, Inc.

     

    Financial
Statements as of

     

    September
22, 2006

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    EXHIBIT
C

     

     

    Advanced
Medical Isotopes Corporation

     

    FORM
10-QSB or Un-Audited Financials

     

    QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

    SECURITIES
EXCHANGE ACT OF 1934

     

    Including
Audited Financial Statements

    For the
fiscal quarter ended December 31, 2005

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
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    EXHIBIT
D

    


     

    Advanced
Medical Isotopes Corporation

     

     

    
      	
               
      

            	
              1)

            	
              Series
      A Preferred Stock Purchase
Agreement

            


    

     

    
      	
               
      

            	
              2)

            	
              Certificate
      of Designation of the Rights and Preferences of Series A Convertible
      Preferred Stock

            


    

     

    
      	
               
      

            	
              3)

            	
              Board
      of Director's Meeting

            


    

     

    
      	
               
      

            	
              4)

            	
              Irrevocable
      Transfer Agent Instructions

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
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