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October __, 2000
UTEK Corporation
202 South Wheeler Street
Plant City, Florida 33566
Gentleman:
This will confirm the arrangements, terms and conditions whereby Schneider
Securities, Inc. ("Consultant") has been retained by you to serve as financial
consultant and advisor to UTEK Corporation ("Company"), on a nonexclusive basis
for a period of three (3) years commencing on the closing date ("Closing") of
the public offering which we are underwriting for the Company. The Company
hereby agrees to the following terms and conditions:
1. Consulting Services. Consultant will render financial consulting and
advice pertaining to the Company's business affairs as you may from
time to time request.
2. Financing. Consultant will assist and represent you in obtaining both
short and long-term financing whether from banks or the sale of the
Company's debt or equity.
3. Wall Street Liaison. Consultant will, when appropriate, arrange
meetings between representatives of the Company and individuals and
financial institutions in the investment community such as security
analysts, portfolio managers and market makers.
4. Compensation. The Company agrees to pay Consultant in the aggregate
the sum of One Hundred Twenty Thousand ($120,000) Dollars with the
entire amount payable at Closing.
5. Relationship. Consultant is an independent contractor. Nothing herein
shall constitute Consultant as an employee or agent of the Company.
Except as may be subsequently agreed, Consultant shall not have the
authority to obligate or commit the Company in any manner whatsoever.
6. Assignment and Termination. This Agreement shall not be assignable by
any party except to successors to all or substantially all of the
business of either the Consultant or the Company. This Agreement may
not be terminated by either party for any reason whatsoever without
the prior written consent of the other party, which consent may not be
arbitrarily withheld by the party whose consent is required.
Very truly yours,
SCHNEIDER SECURITIES, INC.
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By: Thomas J. O'Rourke, President
Agreed and Accepted by
UTEK CORPORATION
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By: Clifford M. Gross, Chief Executive Officer
