Gerald P. Krueger, Ph.D., CPE
Krueger Ergonomics Research Consulting
4105 Komes Court
Alexandria, VA  22306

January 26, 1999

Dear Jerry:

         As we discussed UTEK Corporation would like to engage your services as
an independent marketing representative. Your duties would be to introduce UTEK
to CEO's of public companies for the purpose of having UTEK be engaged by these
companies to find, acquire and transfer technology licenses to them. Your
services will be rendered as an independent contractor and not as an employee of
UTEK. I will provide some assistance to you to help ensure that you can make a
knowledgeable and effective sales presentation.

         We would like you to provide these services on a time available basis,
where you decide how much effort and time you will spend soliciting
prospects/customers for UTEK. You are free to provide these services at a
location of your choice. You must cover your own expenses while providing this
service. However, UTEK will reimburse you for any postage incurred in soliciting
prospects.

         In consideration for providing this service to the company, UTEK will
compensate you with 10% of any monies or stock received from a customer you
introduce to UTEK, within one week following the closing of a technology
transfer agreement between this customer and UTEK.

         The term of this Agreement is 12 months. This Agreement may be
cancelled by either party upon 90 days notice.

         This Agreement is governed by the Laws of the State of Florida.

         If you agree with all of the above terms, please sign and send a copy
of this letter to me. Jerry, I really look forward to working with you again in
the months to come.

Very best regards,


/s/  Clifford


Clifford M. Gross, Ph.D.
Chief Executive Officer


Agreed to:


 /s/  Gerald P. Krueger
---------------------------------
Dr. Gerald P. Krueger, Ph.D., CPE


   January 30, 1999
-----------------------
Date


March 29, 2000 Gerald Krueger, Ph.D., CPE 4105 Komes Court Alexandria, VA 22306 Dear Jerry: I hope all is well. In preparation for our public offering, we will be operating as a business development corporation, which has its own legal requirements. Accordingly, we will no longer be able to compensate regional representatives with shares of stock in companies who acquire technologies from us. Instead of the current 10% equity commission upon the consummation of any successful technology transfer (which results from your efforts), we will now provide you with a $20,000 cash commission upon the successful sale of a UTEK licensed technology. If you agree to this new commission program, please sign below and fax back to Carole Mason, CFO, by April 12th, 2000. I appreciate all of your efforts to-date and look forward to our continued mutually beneficial relationship. Very best regards, /s/ Uwe Uwe Reischl, Ph.D., M.D. President Cc: Sam Reiber Agreed to: Gerald P. Krueger Date 1 April 2000 ---------------------------- -------------------

Source: OneCLE Business Contracts.