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                                Exhibit 2.01

                    Agreement and Plan of Reorganization







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              Acquisition of Advanced Recycling Sciences, Inc.
                                     By
                          The Quantum Group, Inc.

                    AGREEMENT AND PLAN OF REORGANIZATION


This Agreement and Plan of Reorganization ("Agreement") is entered into by
and among The Quantum Group, Inc. ("QGI"), a Nevada Corporation, UTEK
Corporation, a Delaware Corporation ("UTEK") and Advanced Recycling
Sciences, Inc. (ARS) a Florida Corporation.

WHEREAS, UTEK owns 95% of the outstanding shares of the capital stock of
ARS and the University of South Alabama (USA) will own 5% of the capital
stock of ARS; and

WHEREAS, ARS has negotiated with the University of South Alabama (USA) and
seeks to acquire by the Closing Date, the exclusive worldwide license to
develop and market a proprietary technology for reclaiming scrap vulcanized
rubber which is described in a US patent entitled "Method of Reclaiming
Scrap Vulcanized Rubber Using Supercritcal Fluids" (TECHNOLOGY) Inventors:
Jagdish C. Dhawan and Richard C. Legendre. US Patent Number 5,418,256. USA
is the owner of US Patent Number 5,418,256.

WHEREAS, the parties desire to provide for the terms and conditions upon
which ARS will be acquired by QGI in a tax free, stock for stock exchange
("Acquisition") in accordance with the Corporation Law of Nevada and the
State of Florida, upon consummation of which the assets and business of ARS
will be owned by QGI, and all issued and outstanding shares of capital
stock of ARS will be exchanged for common stock of QGI with terms and
conditions as set forth more fully herein; and

WHEREAS, for federal income tax purposes, it is intended that the
Acquisition qualify as a tax-free reorganization 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
hereby acknowledged, the parties agree as follows:



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                                 ARTICLE 1
                              THE ACQUISITION

1.01 The Acquisition
     ---------------

     (a)  Agreement to Acquire.  Subject to the terms and conditions of
this Agreement, at the Effective Time, as defined below, ARS shall be
acquired by QGI in accordance with the Nevada Act and the provisions of
this Agreement; the separate corporate existence of ARS shall cease; and
QGI shall continue as the surviving corporation ("Surviving Corporation").
The constituent corporations ("Constituent Corporations") to the
Acquisition are QGI and ARS.  The name of the Surviving Corporation, The
Quantum Group, Inc., shall not be changed by reason of the Acquisition.

     (b)  Effective Time.  The Acquisition shall become effective
("Effective Time") upon filing of a Certificate of Merger  ("Certificate of
Merger") with the Secretary of State of the State of Nevada in accordance
with the applicable provisions of the Nevada Act and the filing of the
Articles of Merger with the Secretary of State of the State of Florida in
accordance with the applicable provisions of the Florida Act.

     (c)  Effect of the Acquisition.  At the Effective Time the effect of
the Acquisition as shall be as provided herein and as set forth in the
Nevada Act and the Florida Act, without limiting the generality of the
foregoing and subject thereto, as of the Effective Time, all rights,
powers, privileges, franchises, licenses and permits of the Constituent
Corporations and all property, real, personal and mixed, shall be vested in
the Surviving Corporation; and all debts, duties, liabilities and claims of
every kind, character and description of the Constituent Corporations shall
be debts, duties, liabilities and claims of the Surviving Corporation and
may be enforced against the Surviving Corporation to the same extent as if
such debts, duties, liabilities and claims had been incurred by it
originally.  All rights of creditors of the Constituent Corporations and
all liens upon property of any Constituent Corporation shall be preserved
unimpaired and shall not be altered in any way by reason of the
Acquisition.

     (d)  Tax Consequences. It is intended that the Acquisition shall
constitute reorganization within the meaning of Section 368 (a) (1) (B) of
the Code and that the Agreement shall constitute a "Plan of Reorganization"
within the meaning of Treasury Regulation Section 1.350-2(g).

     1.02 Issuance of Stock.  At the Effective Time, by virtue of the
Acquisition and without any action on the part of the shareholders of the
Constituent Corporations:

     (i)  All of the 1,000,000 shares of ARS stock that are issued and
          outstanding shall be delivered to QGI, duly indorsed for
          transfer, with medallion signature guarantee by UTEK and USA,
          free of all liens and encumbrances.
     (ii) 980,000 unregistered shares of common stock of QGI shall be
          issued to the shareholders of ARS as follows: UTEK (931,000)
          Sshares

     1.06 Closing.
          --------
          Subject to the terms and conditions of this Agreement, the
          Closing of the Acquisition shall take place on June 24, 2000,
          ("Closing Date") unless extended by mutual consent of the parties
          in writing.
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                                 ARTICLE 11
                       REPRESENTATIONS AND WARRANTIES


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

     (a)  Organization.  ARS and UTEK are corporations duly organized,
     validly existing and in good standing under the laws of their
     respective States, 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
     minutes of ARS have been provided to QGI 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 hereby have been duly authorized by the Board of
     Directors and shareholders of ARS 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 ARS and UTEK have all
     requisite corporate and other authority to execute and deliver
     this Agreement and consummate the transactions contemplated
     hereby.

     (c)  Capitalization.  The authorized capital of ARS consists of
     1,000,000 shares of common stock, par value $.01 per share; at the
     date hereof, 1,000,000 shares of common stock were issued and
     outstanding and no shares were held in its treasury.  UTEK owns
     950,000 shares and USA owns 50,000 shares. All issued and outstanding
     shares of common stock of ARS 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.  ARS is not authorized to issue any preferred stock.
     All dividends on ARS stock 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 agreements
     requiring it to issue any shares of ARS common stock or securities
     convertible into shares of ARS's common stock to anyone for any reason
     whatsoever. None of the ARS stock is subject to any change, 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 hereby will not violate any obligation to which ARS or
     UTEK is a party and will not create a default hereunder; and this
     Agreement constitutes a legal, valid and binding obligation of ARS,
     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.
                                                                          3

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     (e)  Litigation Relating to this Agreement.  To the best knowledge of
     ARS or UTEK, there are no suits, actions or proceedings pending or
     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, prospects, the Patent, the License, the Consulting
     Agreement, or the results of the operations of ARS.

     (f)  No Conflicting Agreements.  Neither the execution and delivery of
     this Agreement nor the fulfillment of or compliance by ARS or UTEK
     with the terms or provisions hereof nor all other documents or
     agreements contemplated hereby 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, ARS's or UTEK's corporate charters or bylaws, the
     Patent, the License (as defined below), Consulting Agreement, or any
     agreement, contract, instrument, order, judgment or decree to which
     ARS is a party or by which ARS or any of its 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 its assets or business.

     (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 ARS and UTEK or performance of the
     obligations of ARS and UTEK hereunder or under any other agreement to
     which ARS 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 Patent,
     the License, Consulting Agreement, or any other material right,
     privilege, license or agreement relating to ARS or its assets or
     business.

     (h)  Title to Assets.  Exhibit A sets forth a true and complete list
     of all assets whether real personal, tangible or intangible owned by
     ARS. ARS has or will by Closing Date 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 or
     nature whatsoever. All of the tangible assets of ARS have been
     operated in accordance with customary operating practices generally
     acceptable in its industry to which and have been maintained and are
     in good working order and repair in the ordinary course of business,
     subject only to reasonable and ordinary wear and tear; and

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     (i)  Intellectual Property

          a)   The TECHNOLOGY is owned by USA.  USA has all right, power,
          authority and ownership and entitlement to file, prosecute and
          maintain in effect the Patent with respect to the Invention
          listed in Exhibit A hereto; and

          b)   The TECHNOLOGY was invented by J.C. Dhawan and R.C. Legendre
          while they were employed at the University of South Alabama, and
          they have assigned their interests in the TECHNOLOGY to USA;

          Exhibit A sets forth a brief description of all of ARS's right,
          title and interest in and to all intellectual property rights,
          including but not limited to, inventions (whether patentable or
          not), discoveries, trade secrets, technology, technical
          information, proprietary information, processes, know-how,
          designs, United States and foreign patents and patent
          applications (and all reissues, divisions, renewals, extensions,
          provisionals, continuations, and continuations-in-part thereof),
          trade names, logos, trademarks, service marks, trademark and
          service marks registrations, copyrights, copyright registrations,
          and all computer software, data and databases owned by or
          licensed to ARS (collectively "Intellectual Property").  ARS has
          or will have by the Closing Date, good and exclusive licensee
          interests to the Intellectual Property free and clear of all
          liens, claims, conditions, charges, equitable interests, or other
          encumbrances or restrictions, with the exception of those
          outlined in the License Agreement between ARS and USA.  To the
          best of ARS's knowledge, ARS has not infringed nor is infringing
          any Intellectual Property owned or used by another person or
          entity. However, ARS has not conducted an infringement
          investigation and provides no warrantees or assurances that the
          Licensed Technology does not infringe any other parties'
          technology. There are no pending or threatened actions against
          ARS for infringement of any such Intellectual Property.  The
          License Agreement dated May 18, 2000 from USA to ARS licensing
          certain Intellectual Property more particularly described Exhibit
          A ("License Agreement") for the use of any Intellectual Property
          owned by or licensed by third parties to ARS are described in
          Exhibit A in full force and effect and following the consummation
          of the transactions contemplated by this Agreement shall remain
          in full force and effect and (ii) legal, valid, binding and
          enforceable in accordance with their respective terms.  Except as
          disclosed in Exhibit A, ARS is not a party to any license (in or
          out) with respect to the Intellectual Property.  Except as set
          forth in Exhibit A, ARS is not a party to any agreement that
          imparts or has imparted an obligation of non-competition,
          secrecy, confidentiality or non-disclosure upon ARS.  ARS is or
          was not under any obligation of non-competition, secrecy,
          confidentiality or non-disclosure to any third party.




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          (1) QGI acknowledges and understands that ARS and UTEK make no
          representations and provide no assurances that rights contained
          in the License Agreement does not, and will not in the future,
          infringe or otherwise violate the rights of others, and


          (2) Except as otherwise expressly set forth in this Agreement,
          ARS and UTEK makes no representations and extends 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 said patent rights.

     (j)  Liabilities of ARS.  ARS has no assets, no liabilities or
     obligations of any kind, character or description except those created
     by the License Agreement with USA and the Consulting Agreement with
     Dr. J.C. Dhawan, final copies of which have been provided to QGI
     (Exhibit A).

     (k)  Financial Statements.  The unaudited financial statements of ARS,
     including a Balance Sheet attached as (Exhibit B) and in all respects
     is complete and correct and present fairly its financial position and
     the results of its operations on the dates and for the periods shown
     therein; 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.  ARS 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 outstanding
     obligations or liabilities of ARS except as specifically set forth in
     the ARS financial statements and Licensing and/or Consulting Agreement
     with USA and Dr. J.C. Dhawan.

     (l)  Taxes.  All returns, reports, statements and other similar
     filings required to be filed by ARS 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 ARS for taxes for the periods, property or events
     covered thereby; and all taxes, whether or not reflected on those tax
     returns, and all taxes claimed to be due from ARS by any taxing
     authority, have been properly paid, except to the extent reflected on
     section 2.01(i) where ARS 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.  ARS has not received any notice of assessment or proposed
     assessment in connection with any tax returns, nor is ARS a party to
     or to the best of its knowledge, expected to become a party to any

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     pending or threatened action or proceeding, assessment or collection
     of taxes. ARS 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.  ARS 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 ARS. ARS 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 May 18, 2000 until
     the Closing Date, ARS has not, and without the written consent of QGI,
     it will not have:

          (i)  Sold, encumbered, assigned let lapsed or transferred any of
          its material assets including without limitation its intellectual
          property, or its License or any other material asset; or

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

          (iii)      Suffered any damage, destruction or loss whether or
          not in control of ARS; or

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

          (v)  Entered into any transaction or made any commitment not
          disclosed to QGI; or

          (vi) Incurred any material obligation or liability for borrowed
          money

          (vii)     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
          ARS.


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     (n)  Material Contracts.  Exhibit A contains a true and complete list
     of all contracts. 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 QGI and such agreements are or will be at the Closing
     Date, in full force and effect without modifications or amendment and
     constitute the legally valid and binding obligations of ARS in
     accordance with their respective terms and will continue to be valid
     and enforceable following the Acquisition. ARS is not in default of
     any of the Contracts.  In addition:

          (i)  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 ARS; and

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

          (iii) The complete final drafts of the License Agreement, and the
          US Patent has been provided to QGI; and

          (iv) Except as set forth in (iii) above, there are no outstanding
          licenses to or from others of any intellectual property and trade
          names; and

          (v)  There are not outstanding contracts or commitments to sell,
          lease or otherwise dispose of any of ARS's property; and

          (vi) There are no breaches of any Contract

     (o)  Compliance with Laws.  ARS 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.  To the best knowledge of ARS there is no suit,
     action or any arbitration, administrative, legal or other proceeding
     of any kind or character, or any governmental investigation pending or
     threatened against ARS, Patent, the License Agreement or the
     Consulting Agreement affecting its assets or business (financial or
     otherwise), and ARS 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 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.


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

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

     (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 herein result
     in any obligation or liability to any present or former employee.

     (t)  Books and Records.  The books and records of ARS 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 ARS has incurred any
     investment banking, advisory or other similar fees or obligations in
     connection with this Agreement or the transactions contemplated
     thereby.

     (v)  Full Disclosure.  All representations or warranties of UTEK and
     ARS are true, correct and complete in all material respects to the
     best of our knowledge on the date hereof and shall be true, correct
     and complete in all material respects as of the Closing Date as if
     they were made on such date.

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

     (a)  Organization.  QGI is a corporation duly organized, validly
     existing and in good standing under the laws of its State, 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 properties.


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

     (c)  Capitalization.  The authorized capital of QGI consists of
     50,000,000 shares of common stock, par value $.001 per share; and at
     the Effective Time of the Acquisition, up to 11,364,672 shares
     (10,384,672 current shares + 980,000 newly issued shares for this
     Acquisition) of its common stock will be issued and outstanding
     immediately after the Effective Time.  All issued and outstanding
     shares of common stock of QGI 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.

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

     (f)  No Conflicting Agreements.   Neither the execution and delivery
     of this Agreement nor the fulfillment of or compliance by QGI with the
     terms or provisions thereof will result in a breach of the terms,
     conditions or provisions of, or constitute a default under, or result
     in a violation of, their respective corporate charters 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.

     (g)  Consents.  Assuming the correctness of UTEK's and ARS'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 QGI or its assets or business.


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     (h)  Financial Statements.  The unaudited financial statements of QGI
     attached as Exhibit C present fairly its financial position and the
     results of its operations on the dates and for the periods shown
     therein; 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. QGI 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 outstanding
     obligations or liabilities of QGI except as specifically set forth in
     the QGI financial statements.

     (i)  Full Disclosure.  All representations or warranties of QGI are
     true, correct and complete in all material respects on the date hereof
     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 herein or in the exhibits hereto 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 therein not misleading in any
     material respect in light of the circumstances in which they were
     made.

     (j)  Compliance with Laws.  QGI 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.  To the best knowledge of QGI there is no suit,
     action or any arbitration, administrative, legal or other proceeding
     of any kind or character, or any governmental investigation pending or
     threatened against QGI materially affecting its assets or business
     (financial or otherwise), and QGI 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 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.

     (q)  QGI has no knowledge of any existing or threatened occurrence,
     action or development that could cause a material adverse effect on
     QGI or its business, assets or condition (financial or otherwise) or
     prospects.


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     2.03 Investment Representations of UTEK.  UTEK represents and
     warrant to QGI 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 the shares ("Shares") of common stock of QGI
     pursuant to the Acquisition.  It is able to bear the economic risk of
     the investment in the Shares, including the risk of a total loss of
     the investment in the Shares.  The acquisition of the Shares is for
     its own account and is for investment and not with a view to the
     distribution thereof.  Except a permitted by law, it has a no present
     intention of selling, transferring or otherwise disposing in any way
     of all or any portion of the shares.  All information that it has
     supplied to QGI is true and correct.  It has conducted all
     investigations and due diligence concerning QGI 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
     officer and directors of QGI concerning the Shares and the business
     and financial condition of and prospects for QGI, and the officers and
     directors of QGI 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, as amended.

     (b)  Stock Transfer Restrictions.  UTEK acknowledges that the QGI
     Stock will not be registered and UTEK will be permitted to sell or
     otherwise transfer the QGI Stock in any transaction in contravention
     of the following legend, which will be imprinted in substantially the
     follow form on the QGI Stock:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'),
     OR UNDER THE SECURITIES LAWS OF ANY STATE.  THESE SECURITIES MAY NOT
     BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED
     OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS
     OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE
     SUBJECT TO A REGISTRATION REQUIREMENT UNLESS UTEK CORPORATION OBTAINED
     AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE
     WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.


                                                                         12

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<PAGE>

                                ARTICLE III
                       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 when
     necessary its shareholders and obtain approval thereof.  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 hereby.

     3.04 Covenants.  Except as permitted in writing, each party agrees
     that it will:

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

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

          (iii) Not modify its corporate structure, except as necessary or
          advisable in order to consummate the Acquisition and the
          transactions contemplated hereby.


                                 ARTICLE IV
                            CONDITIONS PRECEDENT

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

     (a)  Each party must obtain the approval of its Board of Directors and
     such approval shall not have been rescinded or restricted; and


                                                                         13
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<PAGE>
     (b)  Each party shall obtain all requisite licenses, permits,
     consents, authorizations and approvals required to complete the
     Acquisition and the transactions contemplated hereby; and

     (c)  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 hereby or
     challenge the right, title and interest of UTEK in the ARS stock or
     the right of ARS or UTEK to consummate the Acquisition contemplated
     hereunder; and

     (d)  The representations and warranties of the parties shall be true
     and correct in all material respects at the Effective Time; and

     (e)  The USA Patent has been prosecuted in good faith with reasonable
     diligence.

     (f)  The License Agreement is valid and in full force and effect
     without any default therein.

     (g)  QGI or shall have received at or within 5 days of Closing Date
     each of the following:

          i.   the stock certificates representing the ARS Stock, duly
          endorsed (or accompanied by duly executed stock powers) by UTEK
          and USA for cancellation;

          ii.  all documentation relating to the ARS's business, all in
          form and substance satisfactory to QGI.;

          iii. such contracts, files and other data and documents
          pertaining to ARS's business as QGI may reasonably request;

          iv.  copies of the general ledgers and books of account of ARS,
          and all federal, state and local income, franchise, property and
          other tax returns filed by ARS since inception of ARS;

          v.   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 ARS in Florida;

          vi.  the original minute books of ARS, including the articles or
          certificate of incorporation and bylaws of ARS, and all other
          documents filed therein;

          vii. all consents, assignments or related documents of conveyance
          to give QGI the benefit of the transactions contemplated
          hereunder;


                                                                         14

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<PAGE>

          viii. such documents as may be needed to accomplish the Closing
          under the corporate laws of the states of incorporation of QGI
          and ARS, and

          ix.  such other documents, instruments or certificates as QGI, or
          their counsel may reasonably request.

     (h)  QGI shall have completed due diligence investigation of ARS to
     QGI satisfaction in their sole discretion.

     (i)  QGI shall receive the resignation effective the Closing Date of
     each Director and officer of ARS.

                                 ARTICLE IV
                                LIMITATIONS


     (A)  Survival of Representations and Warranties.
          -------------------------------------------

     (1)  The representations and warranties made by UTEK and ARS shall
     survive for a period of 1 year after 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.

     (2)  The representations and warranties made by QGI shall survive for
     a period of 1 year after 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.

          (B)  Limitations on Liability.  Notwithstanding any other
          provision hereto the contrary, neither party hereto shall be
          liable to the other party for any cost, damage, expense,
          liability or loss under this indemnification provision until
          after the sum of all amounts individually when added to all other
          such amounts in the aggregate exceeds $500, and then such
          liability shall apply only to matters in excess of $500.

          (C)  Indemnification. Indemnification by UTEK.  UTEK agrees to
          defend, indemnify and hold QGI harmless from and against any and
          all claims, actions, damages, obligations, losses, liabilities,
          costs, and expenses (including attorneys' fees and expenses)
          (collectively, "Losses") arising out of or resulting from a
          misrepresentation, breach or warranty, or breach or non-
          fulfillment of any covenant of ARS or UTEK contained herein or in
          the Schedules or Exhibits annexed hereto or in any other
          documents or instruments furnished or to be furnished by ARS or
          UTEK pursuant hereto or in connection with the transaction
          contemplated hereby or thereby, whether asserted by QGI in its
          own right or asserted against by any third-party, or any
          allegation which, if true, would constitute a misrepresentation
          or breach or non-fulfillment of any such covenant of ARS or UTEK.



                                                                         15

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<PAGE>

               Indemnification by QGI. QGI shall indemnify, defend and hold
               harmless UTEK from and against any and all Losses incurred
               by the UTEK which arise out of or result from
               misrepresentation, breach of warranty or breach or non-
               fulfillment of any covenant of Buyer contained herein or in
               the Exhibits or Schedules annexed hereto or in any other
               documents or instruments furnished by QGI pursuant hereto or
               in connection with the transactions contemplated hereby or
               thereby.


                                 ARTICLE V
                                  REMEDIES

          6.01   Specific Performance.  Each party's obligations under this
          agreement is 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.




                                                                         16

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<PAGE>
                                 ARTICLE VI
                                ARBITRATION


     In the event a dispute arises with respect to the interpretation or
     effect of this Agreement or concerning the rights or obligations of
     the parties hereto, the parties agree to negotiate in good faith with
     reasonable diligence in an effort to resolve the dispute in a mutually
     acceptable manner.  Failing to reach a resolution thereof, either
     party shall have the right to submit the dispute to be settled by
     arbitration under the Commercial Rules of Arbitration of the American
     Arbitration Association.  The parties agree that all arbitration shall
     be conducted in Tampa, Florida, unless the parties mutually agree to
     the contrary.  The cost of arbitration shall be borne by the party
     against whom the award is rendered or, if in the interest of fairness,
     as allocated in accordance with the judgment of the arbitrators.  All
     awards in arbitration made in good faith and not infected with fraud
     or other misconduct shall be final and binding.   The arbitrators
     shall be selected as follows: one by QGI, one by UTEK and a third by
     the two selected arbitrators. The third arbitrator shall be the
     chairman of the panel.

                                ARTICLE VII
                               MISCELLANEOUS

     No party may assign this Agreement or any right or obligation of it
     hereunder without the prior written consent of the other parties
     hereto.  No permitted assignment shall relieve a party of its
     obligations under this Agreement without the separate written consent
     of the other parties.  This Agreement shall be binding upon and enure
     to the benefit of the parties and their respective permitted
     successors and assigns.  Each party agrees that it will comply with
     all applicable laws, rules and regulations in the execution and
     performance of its obligations under this Agreement.  This Agreement
     shall be governed by and construct in accordance with the laws of the
     State of Florida without regard to principles of conflicts of law.
     This document constitutes a complete and entire agreement among the
     parties with reference to the subject matters set forth herein.  No
     statement or agreement, oral or written, made prior to or at the
     execution hereof and no prior course of dealing or practice by either
     party shall vary or modify the terms set forth herein without the
     prior consent of the other parties hereto.  This Agreement may be
     amended only by a written document signed by the parties.  Notices or
     other communications required to be made in connection with this
     Agreement shall be delivered to the parties at the address set forth
     below or at such other address as may be changed from time to time by
     giving written notice to the other parties.  The invalidity or
     unenforceability of any provision of this Agreement shall not affect
     the validity or enforceability of any other provision of this
     Agreement. This Agreement may be executed in multiple counterparts,
     each of which shall constitute one and a single Agreement.   Any
     facsimile signature of any part hereto or to any other agreement or
     document executed in connection hereof should constitute a legal,
     valid and binding execution by such parties.



                                                                         17
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<PAGE>
     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
     executed by a duly authorized officer this 24th day of May, 2000.

     The Quantum Group, Inc.             Advanced Recycling Sciences, Inc.



     By: /s/ Ehrenfried Liebich         By:/s/ Uwe Reischl
        ----------------------            ---------------
     Ehrenfied Liebich                  Uwe Reischl, Ph.D., M.D.,
     President and CEO                  President




     UTEK Corporation


     By: /s/ Clifford M. Gross
         ---------------------
     Clifford M. Gross, Ph.D.
     Chief Executive Officer




                                                                         18

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<PAGE>


                                 EXHIBIT A


     -    License Agreement Between ARS and USA
     -    US Patent # 5,418,256
     -    Consulting Agreement between Dr. J.C. Dhawan and ARS
     -    CV of Dr. J. C. Dhawan









                                                                         19

</Page>

<PAGE>







                                 EXHIBIT B

                         Financial Statement of ARS










                                                                         20
</Page>

<PAGE>














                                 EXHIBIT C


                         Quantum Group, Inc. 10KSB
                       Including Financial Statements

                                Filing Type: 10KSB
                                Description: Annual Report
                                Filing Date: Apr 14, 2000
                                Period End:  Dec 31, 1999

                        Primary Exchange:    Over the Counter Includes
                                             OTC and OTCBB
                                  Ticker:    QTMG






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