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                                                                  EXHIBIT 10.45

                                  [UTEK LOGO]

                      STRATEGIC ALLIANCE AGREEMENT BETWEEN

                                UTEK CORPORATION
                                       AND
                                 BITZMART, INC.
--------------------------------------------------------------------------------

         This Agreement is made and entered into this 14th day of August 2001,
by and between UTEK CORPORATION ("UTEK"), 202 South Wheeler Street, Plant City,
Florida 33566 a Delaware Corporation, and BITZMART, INC., 203 N. Wabash Ave.,
Suite 1805, Chicago, IL, a Colorado corporation.

                                   WITNESSETH:

         WHEREAS, BITZMART, INC. desires to engage UTEK to provide the services
as set forth in this Agreement, and

         WHEREAS, UTEK is agreeable to provide these services.

         NOW THEREFORE, in consideration of the mutual promise made in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

I.       ENGAGEMENT

BITZMART, INC. hereby retains UTEK to provide those services as defined herein
and UTEK hereby agrees to the appointment on the terms and conditions
hereinafter set forth and agrees to use its best efforts in providing said
services.

II.      INDEPENDENT CONTRACTOR

UTEK shall be, and in all respects be deemed to be, an independent contractor in
the performance of its duties hereunder.

         A.       BITZMART, INC. shall be solely responsible for making all
                  payments to and on behalf of its employees and UTEK shall in
                  no event be liable for any debts or other liabilities of
                  BITZMART, INC..

         B.       UTEK shall not have or be deemed to have, fiduciary
                  obligations or duties to BITZMART, INC., and shall be able to
                  pursue, conduct and carry on for its own account (or for the
                  account of others) such activities, ventures, businesses and
                  other pursuits as UTEK in its sole, absolute and unfettered
                  discretion, may elect.

         C.       Notwithstanding the above, no activity, venture, business or
                  other pursuit of UTEK, during the term of this Agreement shall
                  conflict with UTEK's obligations under this Agreement.


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III      SERVICES

UTEK agrees to provide the following services, hereinafter collectively referred
to as "Services" as a consultant to BITZMART, INC.: To provide business
development services, including the identification, evaluation and presentation
of potential technology and business merger and acquisition opportunities.

         A.       UTEK shall devote such time and efforts, as it deems
                  commercially reasonable, under the circumstances to the
                  affairs of the BITZMART, INC., as is reasonable and adequate
                  to render the Services contemplated by this Agreement.

         B.       UTEK cannot guarantee results on behalf of BITZMART, INC., but
                  shall pursue all reasonable avenues available through its
                  network of contacts. The acceptance and consumption of any
                  transaction is subject to acceptance of the terms and
                  conditions by BITZMART, INC. in its sole discretion.

         C.       In conjunction with the Services, UTEK agrees to:

                  1.       Make itself available at the offices of BITZMART,
                           INC. or at another mutually agreed upon place, during
                           normal business hours, for reasonable periods of
                           time, subject to reasonable advance notice and
                           mutually convenient scheduling.

                  2.       Make itself available for telephone conferences with
                           the principal officer(s) of BITZMART, INC. during
                           normal business hours.

                  3.       Advise BITZMART, INC. as to the status of potential
                           technology acquisitions and business merger
                           opportunities.

IV.      EXPENSES

It is expressly agreed and understood that each party shall be responsible for
its own normal and reasonable out-of-pocket expenses.

V.       COMPENSATION

         A.       In consideration for the services, BITZMART, INC. agrees that
                  UTEK shall be entitled to compensation as follows:

                  Upon executing this Agreement, BITZMART, INC. shall issue to
                  UTEK 100,000 common shares of BITZMART, INC.

VI.      LEGAL COMPLIANCE

BITZMART, INC. agrees that it will put in place, if it has not already done so,
policies and procedures relating to and addressing, with the commercially
reasonable intent to ensure compliance with, applicable securities laws, rules
and regulations, including, but not limited to:

         A.       The use, release or other publication of forward-looking
                  statements.

         B.       Disclosure requirements regarding the required disclosure of
                  the nature and terms of UTEK's relationship with BITZMART,
                  INC., including, but not limited to press releases,
                  publications on its web site, letters to investors and


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                  telephone or other personal communication with potential or
                  current investors.

         C.       NO PRESS RELEASES OR ANY OTHER FORMS OF COMMUNICATION TO THIRD
                  PARTIES WHICH MENTION UTEK CORPORATION OR BITZMART, INC. SHALL
                  BE RELEASED WITHOUT THE PRIOR WRITTEN CONSENT AND APPROVAL OF
                  BOTH UTEK AND BITZMART, INC.

         D.       EXECUTION. The execution, delivery and performance of this
                  Agreement, in the time and manner herein specified, will not
                  conflict with, result in a breach of, or constitute a default
                  under any existing agreement, indenture, or other instrument
                  to which either BITZMART, INC. or UTEK is a party or by which
                  either entity may be bound or affected.

         E.       TIMELY APPRISALS. BITZMART, INC. shall use its commercially
                  reasonable efforts to keep UTEK up to date and apprised of all
                  business, market and legal developments related to BITZMART,
                  INC. and its relationship to UTEK.

         F.       CORPORATE AUTHORITY. Both BITZMART, INC. and UTEK have full
                  legal authority to enter into this Agreement and perform the
                  same in the time and manner contemplated.

         G.       The individuals whose signatures appear below are authorized
                  to sign this Agreement on behalf of their respective
                  corporations.

         H.       BITZMART, INC. will cooperate with UTEK and will promptly
                  provide UTEK with all pertinent materials and requested
                  information in order for UTEK to perform is Services pursuant
                  to this Agreement.

         I.       When delivered, the shares of BITZMART, INC.'s Common Stock
                  shall be duly and validly issued, fully paid and
                  non-assessable.

         J.       UTEK represents and warrants to BITZMART, INC. that a) it has
                  the Experience and ability as may be necessary to perform all
                  the required Services with a high standard of quality, b) all
                  Services will be performed in a professional manner, and c)
                  all individuals it provides to perform the Services will be
                  appropriately qualified and subject to appropriate agreements
                  concerning the protection of trade secrets and confidential
                  information of BITZMART, INC. which such persons may have
                  access to over the term of this Agreement.

         K.       Until termination of the engagement, BITZMART, INC. will
                  notify UTEK promptly of the occurrence of any event, which
                  might materially effect the condition (financial or
                  otherwise), or prospects of BITZMART, INC.

VII.     TERM AND TERMINATION

         The term of the Agreement shall commence upon the execution of this
         Agreement and terminate on September 30, 2002.

VIII.    CONFIDENTIAL DATA

         A.       UTEK shall not divulge to others, any trade secret or
                  confidential information,


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                  knowledge, or data concerning or pertaining to the business
                  and affairs of BITZMART, INC., obtained by UTEK as a result of
                  its engagement hereunder, unless authorized, in writing by
                  BITZMART, INC. UTEK represents and warrants that it has
                  established appropriate internal procedures for protecting the
                  trade secrets and confidential information of BITZMART, INC.,
                  including, without limitation, restrictions on disclosure of
                  such information to employees and other persons who may be
                  engaged in such information to employees and other persons who
                  may be engaged in rendering services to any person, firm or
                  entity which may be competitor of BITZMART, INC.

         B.       BITZMART, INC. shall not divulge to others, any trade secret
                  or confidential information, knowledge, or data concerning or
                  pertaining to the business and affairs of UTEK obtained as a
                  result of its engagement hereunder, unless authorized, in
                  writing, by UTEK.

         C.       UTEK shall not be required in the performance of its duties to
                  divulge to BITZMART, INC., or any officer, director, agent or
                  employee of BITZMART, INC., any secret or confidential
                  information, knowledge, or data concerning any other person,
                  firm or entity (including, but not limited to, any such
                  person, firm or entity which may be a competitor or potential
                  competitor of BITZMART, INC.) which UTEK may have or be able
                  to obtain other than as a result of the relationship
                  established by this Agreement.

IX.      OTHER MATERIAL TERMS AND CONDITIONS

         A.       INDEMNITY.

                  1.       UTEK shall indemnify, defend and hold harmless
                           BITZMART, INC. from and against any and all losses
                           incurred by BITZMART, INC. which arise out of or
                           result from misrepresentation, breach of warranty or
                           breach or non- fulfillment of any covenant contained
                           herein or Schedules annexed hereto or in any other
                           documents or instruments furnished by UTEK pursuant
                           hereto or in connection with this Agreement.

                  2.       BITZMART, INC. shall indemnify, defend and hold
                           harmless UTEK from and against any and all losses
                           incurred by UTEK which arise out of or result from
                           misrepresentation, breach of warranty or breach or
                           non-fulfillment of any covenant contained herein or
                           Schedules annexed hereto or in any other documents or
                           instruments furnished by BITZMART, INC. pursuant
                           hereto or in connection with this Agreement.

         D.       PROVISIONS. Neither termination nor completion of the
                  assignment shall affect the provisions of this Agreement, and
                  the Indemnification Provisions that are incorporated herein,
                  which shall remain operative and in full force and effect.

         E.       ADDITIONAL INSTRUMENTS. Each of the parties shall from time to
                  time, at the request of others, execute, acknowledge and
                  deliver to the other party any and all further instruments
                  that may be reasonably required to give full effect and force
                  to the provisions of this Agreement.

         F.       ENTIRE AGREEMENT. Each of the parties hereby covenants that
                  this Agreement, is intended to and does contain and embody
                  herein all of the understandings and agreements, both written
                  or oral, of the parties hereby with


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                  respect to the subject matter of this Agreement, and that
                  there exists no oral agreement or understanding expressed or
                  implied liability, whereby the absolute, final and
                  unconditional character and nature of this Agreement shall be
                  in any way invalidated, empowered or affected. There are no
                  representations, warranties or covenants other than those set
                  forth herein.

         G.       LAWS OF THE STATE OF FLORIDA. This Agreement shall be deemed
                  to be made in, governed by and interpreted under and construed
                  in all respects in accordance with the laws of the State of
                  Florida, irrespective of the country or place of domicile or
                  residence of either party. In the event of controversy arising
                  out of the interpretation, construction, performance or breach
                  of this Agreement, the parties hereby agree and consent to the
                  jurisdiction and venue of Hillsborough County, Florida, or the
                  United States District Court for the Middle District of
                  Florida, and further agree and consent that personal service
                  or process in any such action or proceeding outside of the
                  State of Florida and Hillsborough County shall be tantamount
                  to service in person within Hillsborough County, Florida and
                  shall confer personal jurisdiction and venue upon either of
                  said Courts.

         H.       ASSIGNMENTS. The benefits of the Agreement shall inure to the
                  respective successors and assignees of the parties and assigns
                  and representatives, and the obligations and liabilities
                  assumed in this Agreement by the parties hereto shall be
                  binding upon their respective successors and assigns; provided
                  that the rights and obligations of UTEK under this Agreement
                  may not be assigned or delegated without the prior written
                  consent of BITZMART, INC. and any such purported assignment
                  shall be null and void. Notwithstanding the foregoing, UTEK
                  may assign this Agreement or any portion of its Compensation
                  as outlined herein to its subsidiaries in its sole discretion.

         I.       ORIGINALS. This Agreement may be executed in any number of
                  counterparts, each of which so executed shall be deemed an
                  original and constitute one and the same agreement.

         J.       ADDRESSES OF PARTIES. Each party shall at all times keep the
                  other informed of its principal place of business if different
                  from that stated herein, and shall promptly notify the other
                  of any change, giving the address of the new place of business
                  or residence.

         K.       NOTICES. All notices that are required to be or may be sent
                  pursuant to the provision of this Agreement shall be sent by
                  certified mail, return receipt requested, or by overnight
                  package delivery service to each of the parties at the
                  addresses appearing herein, and shall count from the date of
                  mailing or the validated air bill.

         L.       MODIFICATION AND WAVIER. A modification or waiver of any of
                  the provisions of this Agreement shall be effective only if
                  made in writing and executed with the same formality as this
                  Agreement. The failure of any party to insist upon strict
                  performance of any of the provisions of this Agreement shall
                  not be construed as a waiver of any subsequent default of the
                  same or similar nature or of any other nature.


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         M.       INJUNCTIVE RELIEF. Solely by virtue of their respective
                  execution of this Agreement and in consideration for the
                  mutual covenants of each other, BITZMART, INC. and UTEK hereby
                  agree, consent and acknowledge that, in the event of a breach
                  of any material term of this Agreement, the non-breaching
                  party will be without adequate remedy-at-law and shall
                  therefore, be entitled to immediately redress any material
                  breach of this Agreement by temporary or permanent injunctive
                  or mandatory relief obtained in an action or proceeding
                  instituted in Hillsborough County, State of Florida, or the
                  United States District Court for the Middle District of
                  Florida without the necessity of proving damages and without
                  prejudice to any other remedies which the non-breaching party
                  may have at law or in equity. For the purposes of this
                  Agreement, each party hereby agrees and consents that upon a
                  material breach of this Agreement as aforesaid, in addition to
                  any other legal and/or equitable remedies, the non-breaching
                  party may present a conformed copy of this Agreement to the
                  aforesaid courts and shall thereby be able to obtain a
                  permanent injunction enforcing this Agreement or barring,
                  enjoining or otherwise prohibiting the other party from
                  circumventing the express written intent of the parties as
                  enumerated in this Agreement.

         N.       ATTORNEY'S FEES. If any arbitration, litigation, action, suit,
                  or other proceeding is instituted to remedy, prevent or obtain
                  relief from a breach of this Agreement, in relation to a
                  breach of this Agreement or pertaining to a declaration of
                  rights under this Agreement, the prevailing party will recover
                  all such party's attorneys' fees incurred in each and every
                  such action, suit or other proceeding, including any and all
                  appeals or petitions therefrom. As used in this Agreement,
                  attorneys' fees will be deemed to be the full and actual cost
                  of any legal services actually performed in connection with
                  the matters involved, including those related to any appeal to
                  the enforcement of any judgment calculated on the basis of the
                  usual fee charged by attorneys performing such services.

APPROVED AND AGREED:

UTEK CORPORATION                          BITZMART, INC.



By:                                       By:
   -----------------------------             ---------------------------------
   Clifford M. Gross, Ph.D., CEO             Howard Leventhal, President & CEO

--------------------------------          ------------------------------------
Date                                      Date

If you are in agreement with the foregoing, please execute and return one copy
of this agent to the undersigned. Thank you.


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