# LICENSE
AGREEMENT

This
License Agreement (the Agreement) is entered into and made effective
the day of _________________________________, 2001 (the Effective
Date) between UNIVERSITY OF MIAMI, whose principal place of business is at
1600 N.W. 10th Avenue, Miami, Florida 33136 (hereinafter referred to as
LICENSOR) and Watermark Technologies, Inc, a wholly owned subsidiary
of UTEK, a Florida Corporation, whose principal place of business is at 202
South Wheeler Street, Plant City, Florida 33566 (hereinafter referred to as
LICENSEE).

# WITNESSETH

WHEREAS,
LICENSOR is the sole owner of the technology and product identified
as, "Masking an Auxiliary Channel in the Phase Spectrum of Stereo Audio", U.S. Provisional
Patent Application #60/238,009, UM00-19) and,

WHEREAS,
LICENSOR wishes to obtain a United States Patent, and foreign counterparts, and
to commercially market the Product; and,

WHEREAS,
LICENSOR warrants that it possesses the right to license the aforestated patent
to be obtained and the right to market the Product; and,

WHEREAS,
LICENSOR wishes the LICENSEE to obtain the subject patents, and to
market the Product; and,

WHEREAS,
LICENSEE desires to acquire an exclusive license in the Territory for all fields
of use with the right to sublicense, under the Patent Rights (as defined in
Paragraph 1.3 below) for the purposes of making, having made for its own use and
sale, using and selling products and practicing the invention disclosed and
claimed in the Patent Rights;

NOW
THEREFORE, For these and other valuable considerations, the receipt of which is
hereby acknowledged, the parties agree as follows:

1.
DEFINITIONS:

1.1
Affiliate shall mean any corporation or other business entity
controlled by, controlling or under common control with LICENSOR or LICENSEE.
For this purpose, control shall mean direct or indirect beneficial
ownership of at least a fifty percent (50%) of the voting stock of, or at least
a fifty percent (50%) interest in the income of such corporation or other
business entity, or such other relationship as in fact, constitutes actual
control.

1.2
Sublicensee as used in this Agreement shall mean any third party to
whom LICENSEE has granted a license to make, have made, use and/or sell the
Product under the Patent Rights, provided said third party has agreed in writing
with LICENSEE to accept the conditions and restrictions agreed to by LICENSEE in
this Agreement.

1.3
Patent Rights shall mean United States Patent(s) [to be obtained,]
[Masking an Auxiliary Channel in the Phase Spectrum of Stereo Audio,
U.S. Provisional Patent Application #60/238,009, UM00-19)] or any new claim,
re-examination, reissue or improvement or extension thereof, and the foreign
counterpart patents, patent applications and patents issuing therefrom relating
to the product.

1.4
Product shall mean any product or part thereof which:

|(a) |  | is covered in whole or in part by an issued, unexpired claim or a pending claim
contained in the Patent Rights in the country in which any Licensed Product is
made, used or sold;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | is manufactured by using a process or method which is covered in whole or in
part by an issued, unexpired claim or a pending claim contained in the Patent
Rights in the country in which any Licensed Process is used or in which such
product or part thereof is used or sold.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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1.5
Process shall mean any process or method which is covered in whole
or in part by an issued, unexpired claim or pending claim contained in the
Patent Rights.

1.6
Net Sales shall mean the sum of all amounts invoiced on account of
sale or use of Products by LICENSEE and its Affiliates and any Sublicensees to
non-affiliated third party purchasers or users of Products, less, if invoiced
separately, (a) cash discounts to purchasers allowed in amounts customary in the
trade, (b) amounts for transportation or shipping charges to purchasers, (c)
credits for returns, allowances or trades, and (d) taxes and duties levied on
the sale of Products, whether absorbed by Licensee or paid by the purchaser.

1.7
Territory shall mean:  World Wide.

1.8
Field of Use shall mean:  All fields.

2.
GRANT:

2.1
In consideration for payment of royalties, LICENSOR hereby grants to LICENSEE an
exclusive license, subject to any rights of the government in the Territory for
the Field of Use, with the right to sublicense, under the Patent Rights, to
make, have made for its own use and sale, use and sell the Product and to
practice the method of the invention claimed in the Patent Rights.

2.2
LICENSOR retains the right to practice such invention for its own use.

3.
TERM:

The
license granted by this Agreement shall be Exclusive in the Licensed Field of
Use for a term commencing as of the effective date of this Agreement and ending
on the last to occur of the following:

|(a) |  | Fifteen  (15) years from the
effective date; or
|--- |  | -----------------------------------------------

|(b) |  | Expiration of the last to expire Licensed Patent.
|--- |  | -------------------------------------------------

Thereafter,
said license shall be nonexclusive until expiration of the last to expire of the
Licensed Patent(s).

4.
UNITED STATES LAWS:

4.1
Licensee understands that the Licensed Subject Matter may have been developed
under a funding agreement with the Government of the United States of America
and, if so, that the Government may have certain rights relative thereto. This
Agreement is explicitly made subject to the Governments rights under any
agreement and any applicable law or regulation. If there is a conflict between
an agreement, applicable law or regulation and this Agreement, the terms of the
Government agreement, applicable law or regulation shall prevail.

Specifically,
This Agreement is subject to all of the terms and conditions of Title 35 United
States Code sections 200 through 204, including an obligation that Licensed
Product(s) sold or produced in the United States be manufactured
substantially in the United States, and LICENSEE agrees to take all
reasonable action necessary on its part as licensee to enable LICENSOR to
satisfy its obligation thereunder, relating to Invention(s).

4.2
It is understood that LICENSOR is subject to United States laws and regulations
controlling the export of technical data, computer software, laboratory
prototypes and other commodities (including the Arms Export Control Act, as
amended and the Export Administration Act of 1979), and that its obligations
hereunder are contingent on compliance with applicable United States export laws
and regulations. The transfer of certain technical data and commodities may
require a license from the cognizant agency of the United States Government
and/or written assurances by LICENSEE that LICENSEE shall not export data or
commodities to certain foreign countries without prior approval of such agency.
LICENSOR neither represents that a license shall not be required nor that, if
required, it shall be issued.

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5.
PATENT PROTECTION AND INFRINGEMENT:

5.1
LICENSOR, during the term of this Agreement, is responsible for the filing,
payment and the prosecution of all patents and applications and applications
after consultation with LICENSEE. LICENSOR shall invoice LICENSEE for such
patent filing and prosecution costs, and LICENSEE shall reimburse LICENSOR for
such costs within thirty (30) days of receiving such invoice,

5.2
LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights
infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates
and any sublicensees because of the manufacture, use, promotion and sale of
Products.

5.3
LICENSEE will defend, indemnify and hold harmless LICENSOR, its Trustees,
officers, directors, employees and its Affiliates against any and all judgments
and damages arising from any and all third party claims of Patent Rights
infringement which may be asserted against LICENSOR, and Affiliates because of
the manufacture, use, promotion and sale of Products. LICENSEE will bear all
costs and expenses incurred in connection with the defense of any such claims or
as a result of any settlement made or judgment rendered on the basis of such
claims. LICENSOR shall have no further liability to LICENSEE for any loss or
damages LICENSEE may incur as a result of the invalidity of LICENSORS
Patent Rights. LICENSOR will have the right, but not the obligation to retain
counsel at its expense in connection with any such claim. LICENSOR at its option
shall have the right, within thirty days after commencement of such action, to
intervene and take over the sole defense of the action at its own expense.

5.4
Upon learning of any infringement of Patent Rights by third parties in any
country, LICENSEE and LICENSOR will promptly inform each other, as the case may
be, in writing of that fact and will supply the other with any available
evidence pertaining to the infringement. LICENSEE at its own expense, shall have
the option to take whatever steps are necessary to stop the infringement at its
expense and recover damages therefore, and will be entitled to retain all
damages so recovered. In the event that LICENSOR and LICENSEE mutually agree to
bring suit, costs and expenses shall be shared equally and any recovery in
excess of expenses shall be shared equally. In any event, no settlement,
consent, judgment or other voluntary final disposition of the suit may be
entered into without the consent of LICENSOR, which shall not be unreasonably
withheld. In the event LICENSEE does not take steps to stop the infringement,
LICENSOR shall have the right to terminate the License Agreement. All rights in
the invention will revert to LICENSOR with no further obligation to LICENSEE.

5.5
LICENSOR shall have no responsibility with respect to LICENSEES own
trademarks and tradename, and LICENSEE in respect to the use thereof will
defend, indemnify and hold harmless LICENSOR against any and all third party
claims.

6.
INDEMNIFICATION:

6.1
LICENSEE agrees to release, indemnify and hold harmless the LICENSOR, its
Trustees, officers, faculty, employees and students against any and all losses,
expenses, claims, actions, lawsuits and judgments thereon (including
attorneys fees through the appellate levels) which may be brought against
LICENSOR, its Trustees, officers, faculty, employees or students as a result of
or arising out of any negligent act or omission of LICENSEE, its agents, or
employees, or arising out of use, production, manufacture, sale, lease,
consumption or advertisement by LICENSEE or any third party of any licensed
Patent, Product, Invention or Technology licensed under this Agreement.

6.2
This Agreement to reimburse and indemnify under the circumstances set forth
above shall continue after the termination of this Agreement.

7.
WARRANTIES:

LICENSOR
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL SUCH
WARRANTIES, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE
CONDITION OF ANY INVENTION(S) OR PRODUCT, WHETHER TANGIBLE OR INTANGIBLE,
LICENSED UNDER THIS AGREEMENT; OR THE MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE OF THE INVENTION OR PRODUCT; OR THAT THE USE OF THE LICENSED
PRODUCT WILL NOT INFRINGE ANY PATENT, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS.
LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, OR OTHER DAMAGES
SUFFERED BY ANY LICENSEE OR ANY THIRD PARTIES RESULTING FROM THE USE,
PRODUCTION, MANUFACTURE, SALE, LEASE, CONSUMPTION, OR ADVERTISEMENT OF THE
PRODUCT.

The
provisions of this Section shall continue beyond the termination of this
Agreement.

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8.
ROYALTIES:

8.1
In consideration of the license herein granted, LICENSEE shall pay
royalties to LICENSOR as follows:

|(a) |  | License Issue Fee of fifteen thousand Dollars ($15,000.00), which said License
Issue Fee shall be deemed earned and due immediately upon the execution of this
Agreement.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Minimum Royalties of:
|--- |  | ---------------------

| | 1. |  | Ten Thousand dollars ($10,000) for year 2
| | -- |  | -----------------------------------------

| | 2. |  | Fifteen Thousand dollars ($15,000) for year 3
| | -- |  | ---------------------------------------------

| | 3. |  | Twenty Thousand dollars ($20,000) for year 4
| | -- |  | --------------------------------------------

| | 4. |  | Twenty Five Thousand dollars ($25,000) for year 5 and for every subsequent year
until termination
| | -- |  | -------------------------------------------------------------------------------------------------

| |  | Minimum
royalties shall be payable on January 1 of each year; provided, however, that
the Minimum Royalty for a given year shall be creditable against any Running
Royalties subsequently due during said year under subparagraph 8.1(c) below.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | Running Royalty in an amount equal to three and one half percent (3.5%) of the
Net Sales of the Licensed Products or Licensed Processes used, leased or sold by
or for LICENSEE or its sublicensees.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | Fifty percent (50%) of any lump sum payments by a Sublicensee provided that
royalties on net sales to the end users received by Licensor shall not be lower
than 1.75%.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.2
All payments shall be made hereunder in U.S. dollars; provided however, that if
the proceeds of the sales upon which such royalty payments are based are
received by the LICENSEE in a foreign currency or other form that is not
convertible or exportable in dollars, and the LICENSEE does not have ongoing
business operations or bank accounts in the country in which the currency is not
convertible or exportable, the LICENSEE shall pay such royalties in the currency
of the country in which such sales were made by depositing such royalties in
LICENSORS name in a bank designated by LICENSOR in such country. Royalties
in dollars shall be computed by converting the royalty in the currency of the
country in which the sales were made at the exchange rate for dollars prevailing
at the close of the business day of the LICENSEES quarter for which
royalties are being calculated as published the following day in the Wall Street
Journal (or, if it ceases to be published, a comparable publication to be agreed
upon from time to time by the parties), and with respect to those countries for
which rates are not published in the Wall Street Journal, the exchange rate
fixed for such date by the appropriate United States governmental agency.

8.3
In the event the royalties set forth herein are higher than the maximum
royalties permitted by the law or regulations of a particular country, the
royalty payable for sales in such country shall be equal to the maximum
permitted royalty under such law or regulation.

8.4
In the event that any taxes, withholding or otherwise, are levied by any taxing
authority in connection with accrual or payment of any royalties payable to
LICENSOR under this Agreement, the LICENSEE shall have the right to pay such
taxes to the local tax authorities on behalf of LICENSOR and the payment to
LICENSOR of the net amount due after reduction by the amount of such taxes,
shall fully satisfy the LICENSEES royalty obligations under this
Agreement.

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9.
BEST EFFORTS:

9.1
LICENSEE shall use its best efforts to manufacture, market and sell the Products
in the Territory and will exert its best efforts to create a demand for the
Products.

9.2
LICENSEE agrees to submit reports, upon LICENSORs request, as to its
efforts to develop markets for the Licensed Products. Such reports shall include
assurance by LICENSEE of its intent to actively develop commercial embodiments
of the inventions of Licensed Patents and a summary of its efforts in this
regard.

9.3
Unless LICENSEE has a Licensed Product available for commercial sale prior to
February 2003 or sublicensed a Licensed Product to a company with sales over
fifty million ($50,000,000) dollars by February of 2003, LICENSEE agrees that
LICENSOR may terminate this Agreement.

9.4
In the event LICENSEE discontinues sales for more than three months, LICENSOR
may terminate this Agreement.

9.5
LICENSEE shall fund a two year sponsored research program in the amount of
$240,000 to develop a prototype software program to implement the watermark,
where year one shall be Phase I and Phase II and year two, Phase III will be
funded based upon the success of Phases I and II at the sole discretion of
Company. Dr. Michael Scordilis shall be the Principal Investigator. Any
Intellectual Property developed under such sponsored research program shall be
subject to This License Agreement. Phase I and Phase II are detailed as follows:

(a)
Phase I

| |  | Duration | Three Months
| |  | -------- | ------------

| |  | Amount | $60,000
| |  | ------ | -------

| |  | Deliverable | Beta Version of Software
| |  | ----------- | ------------------------

(b) Phase
II

| |  | Duration | Nine Months
| |  | -------- | -----------

| |  | Amount | $60,000
| |  | ------ | -------

| |  | Deliverable | Finished Version of Software
| |  | ----------- | ----------------------------

10.
REPORTS AND RECORDS:

10.1
Commencing one (1) year after the first sale, the LICENSEE shall furnish to
LICENSOR a report in writing specifying during the preceding calendar quarter
(a) the number or amount of Products sold hereunder by LICENSEE, and/or its
Affiliates or sublicensees, (b) the total billings for all Licensed Products
sold, (c) deductions as applicable in paragraph 1.6, (d) total royalties due,
(e) names and addresses of all sublicensees. Such reports shall be due within
forty-five (45) days following the last day of each calendar quarter in each
year during the term of this Agreement. Each such report shall be accompanied by
payment in full of the amount due LICENSOR in United States dollars calculated
in accordance with Section 8.1 hereof.

10.2
For a period of three (3) years from the date of each report pursuant to
Paragraph 10.1, LICENSEE, shall keep records adequate to verify each such report
and accompanying payment made to LICENSOR under this Agreement, and an
independent Certified Public Accountant or Accounting Firm selected by LICENSOR
and acceptable to LICENSEE may have access, on reasonable notice during regular
business hours, not to exceed once per year, to such records to verify such
reports and payments. Such Accountant or Accounting Firm shall not disclose to
LICENSOR any information other than that information relating solely to the
accuracy of, or necessity for, the reports and payments made hereunder. The fees
and expense of the Certified Public Accountant or Accounting Firm performing
such verification shall be borne by LICENSOR unless in the event that the audit
reveals an underpayment of royalty by more than ten (10%) percent, the cost of
the audit shall be paid by LICENSEE.

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11.
MARKING AND STANDARDS:

11.1
Prior to the issuance of patents on the Invention(s), LICENSEE agrees to mark
and have sublicensees mark Licensed products (or their containers or labels)
made, sold, or otherwise disposed of by it under the license granted in this
Agreement with a proper patent notice as specified under the patent laws of the
United States.

11.2
LICENSEE further agrees to maintain satisfactory standards in respect to the
nature of the Product manufactured and/or sold by LICENSEE. LICENSEE agrees that
all Products manufactured and/or sold by it shall be of a quality, which is
appropriate to products of the type here involved. LICENSEE agrees that similar
provisions shall be included by sublicenses of all tiers.

12.
ASSIGNMENT:

12.1
This Agreement is not assignable by LICENSEE or by operation of law without the
prior written consent of LICENSOR at its sole discretion.

12.2
This Agreement shall extend to and be binding upon the successors and legal
representatives and permitted assigns of LICENSOR and LICENSEE.

13.
NOTICE:

Any
notice, payment, report or other correspondence (hereinafter collectively
referred to as correspondence) required or permitted to be given
hereunder shall be mailed by certified mail or delivered by hand to the party to
whom such correspondence is required or permitted to be given hereunder. If
mailed, any such notice shall be deemed to have been given when mailed as
evidenced by the postmark at point of mailing. If delivered by hand, any such
correspondence shall be deemed to have been given when received by the party to
whom such correspondence is given, as evidenced by written and dated receipt of
the receiving party.

All
correspondence to LICENSEE shall be addressed as follows:

| | 
| | 

All correspondence
to LICENSOR shall be addressed, in duplicate, as follows:

| | FOR NOTICE:
University of Miami
School of Medicine
Research and Graduate Studies
P.O. Box 016960
1600 N.W. 10th Avenue
Miami, FL  33101
Attention:  Dr. Norman Altman
Assistant Vice President
Business Affairs
327 Max Orovitz Building
1507 Levante Avenue
Coral Gables, Florida  33124-1432
Attention:  Mr. Alan J. Fish
FOR NOTICE AND PAYMENT:
Director
Office of Technology Transfer
P.O. Box 016960(M811)
Miami, FL 33101
Attention:  Dr. Gary S. Margules
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Either
party may change the address to which correspondence to it is to be addressed by
notification as provided herein.

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14.
TERMINATION:

14.1
LICENSOR and LICENSEE shall have the right to terminate this Agreement if the
other party commits a material breach of an obligation under this Agreement or
provides a false report and continues in default for more than two (2) months
after receiving written notice of such default or false report. Such termination
shall be effective upon further written notice to the breaching party after
failure by the breaching party to cure such default. If LICENSOR commits a
material breach or defaults, then LICENSEE has no duty to continue the payment
of royalties as set forth in Section 8 of this Agreement.

14.2
The license and rights granted in this Agreement have been granted on the basis
of the special capability of LICENSEE to perform research and development work
leading to the manufacture and marketing of the Products. Accordingly, LICENSEE
covenants and agrees that in the event any proceedings under the Bankruptcy Act
or any amendment thereto, be commenced by or against LICENSEE, and, if against
LICENSEE, said proceedings shall not be dismissed with prejudice before either
an adjudication in bankruptcy or the confirmation of a composition, arrangement,
or plan of reorganization, or in the event LICENSEE shall be adjudged insolvent
or make an assignment for the benefit of its creditors, or if a writ of
attachment or execution be levied upon the license hereby created and not be
released or satisfied within ten (10) days thereafter, or if a receiver be
appointed in any proceeding or action to which LICENSEE is a party with
authority to exercise any of the rights or privileges granted hereunder and such
receiver be so discharged within a period of forty-five (45) days after his
appointment, any such event shall be deemed to constitute a breach of this
Agreement by LICENSEE and, LICENSOR, at the election of LICENSOR, but not
otherwise, ipso facto, and without notice or other action by LICENSOR, shall
terminate this Agreement and all rights of LICENSEE hereunder and all rights of
any and all persons claiming under LICENSEE.

14.3
LICENSEE shall have the right to terminate this Agreement upon ninety
(90) days notice.

14.4
Any termination of this Agreement shall be without prejudice to LICENSORs
right to recover all amounts accruing to LICENSOR prior to such termination and
cancellation. Except as otherwise provided, should this Agreement be terminated
for any reason, LICENSEE shall have no rights, express or implied, under any
patent property which is the subject matter of this Agreement, nor have the
right to recover any royalties paid LICENSOR hereunder. Upon termination,
LICENSEE shall have the right to dispose of Products then in their possession
and to complete existing contracts for such products, so long as contracts are
completed within three months from the date of termination, subject to the
payment of royalties to LICENSOR as provided in Section 7 hereof.

15.
CERTIFICATE OF INSURANCE:

15.1
Prior to the first date that a saleable Product containing the Licensed
Technology is sold in the marketplace, LICENSEE shall maintain liability
insurance coverage for the Product in commercially reasonable amounts acceptable
to LICENSOR and at no expense to LICENSOR. LICENSEE shall name LICENSOR as an
additional insured. Prior to the sale of the first Product incorporating the
Licensed Technology, LICENSEE shall provide a certificate of insurance to
LICENSOR. LICENSEE agrees to carry and keep in force, at its expense, general
liability insurance with limits not less than $1,000,000 per person and
$3,000,000 aggregate to cover liability for damages on account of bodily or
personal injury or death to any person, or damage to property of any person.
Such insurance shall contain an endorsement naming the University as an
additional insured with respect to this Agreement. Insurance Certificates should
be sent to the University of Miami upon execution of This Agreement and on the
anniversary of that date every year thereafter, Office of Technology Transfer,
attention Dr. Gary Margules, 1400 Northwest 10th Avenue, Dominion
Tower, Suite 906, Miami, Florida 33136.

15.3
Licensee shall not cancel such insurance without thirty (30) days prior notice
to Licensor. Such cancellation shall be cause for termination.

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15.4
The terms of this provision shall extend beyond termination of the
agreement.

16.
USE OF NAME:

LICENSEE
shall not use the name of the University of Miami, or any of its employees, or
any adaptation thereof, in any publication, including advertising, promotional
or sales literature without the prior written consent of Mr. Alan J. Fish,
Assistant Vice President of Business Services, 327 Max Orovitz Bldg., 1507
Levante Avenue, Coral Gables, FL 33124-1432.

17.
GOVERNING LAW:

This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Florida.

18.
CAPTIONS:

The
captions and paragraph heading of this Agreement are solely for the convenience
of reference and shall not affect its interpretation.

19.
SEVERABILITY:

Should
any part or provision of this Agreement be held unenforceable or in conflict
with the applicable laws or regulations of any jurisdiction, the invalid or
unenforceable part or provision shall be replaced with a provision which
accomplishes, to the extent possible, the original business purpose of such part
or provision in valid and enforceable manner, and the remainder of the Agreement
shall remain binding upon the parties hereto.

20.
SURVIVAL:

20.1
The provisions of Sections 5, 6 and 7 shall survive the termination or
expiration of this Agreement and shall remain in full force and effect.

20.2
The provisions of this Agreement which do not survive termination or expiration
hereof (as the case may be) shall, nonetheless, be controlling on, and shall be
used in construing and interpreting, the rights and obligations of the parties
hereto with regard to any dispute, controversy or claim which may arise under,
out of, in connection with, or relating to this Agreement.

21.
AMENDMENT:

No
amendment or modification of the terms of this Agreement shall be binding on
either party unless reduced to writing and signed by an authorized officer of
the party to be bound.

22.
WAIVER:

No
failure or delay on the part of a party in exercising any right hereunder will
operate as a waiver of, or impair, any such right. No single or partial exercise
of any such right will preclude any other or further exercise thereof or the
exercise of any other right. No waiver of any such right will be deemed a waiver
of any other right hereunder.

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23.
ENTIRE AGREEMENT:

This
Agreement constitutes the entire agreement between the parties hereto respecting
the subject matter hereof, and supercedes and terminates all prior agreements
respecting the subject matter hereof, whether written or oral, and may be
amended only by an instrument in writing executed by both parties hereto.

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers thereunto duly authorized to be effective as of the
Effective Date.

|Date: |  | UTEK CORPORATION
By:  
Name
Title
|----- |  | ---------------------------------

|Date: |  | UNIVERSITY OF MIAMI
By:  
Name
Title
|----- |  | ------------------------------------

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