SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

FILED BY THE REGISTRANT [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

UTEK CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

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(4) Date filed:

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[UTEK CORPORATION LOGO]

UTEK CORPORATION
202 SOUTH WHEELER STREET
PLANT CITY, FL 33566

April __, 2001

Dear Stockholder:

You are cordially invited to attend our Annual Meeting of Stockholders
on Friday June 8, 2001, at 9:30 AM (Eastern Daylight Savings Time), at The Tampa
Club, 101 E. Kennedy Blvd., Tampa, FL 33602. You will be asked to consider and
vote upon proposals to elect seven directors and approve the selection of Ernst
& Young LLP as the Company's independent auditors for 2001. In addition, you
will also be asked to amend the certificate of incorporation so that its
indemnification provisions comply with the Investment Company Act of 1940 and to
eliminate the Company's fundamental investment objective and policies which
currently exceeds the requirements imposed by the Investment Company Act of
1940. We will also review UTEK's performance and answer your questions.

You may vote by written proxy or by written ballot at the meeting. We
look forward to seeing you on June 8, and would like to take this opportunity to
remind you that your vote is very important.

Sincerely,

---------------------------------
Clifford M. Gross
Chief Executive Officer

[UTEK Corporation Logo]

UTEK CORPORATION
202 SOUTH WHEELER STREET
PLANT CITY, FL 33566
(813) 754-4330

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

The 2001 Annual Meeting of Stockholders of UTEK Corporation (the
"Company") will be held at The Tampa Club, 101 E. Kennedy Blvd., Tampa, FL 33602
on June 8, 2001 at 9:30 AM (Eastern Daylight Savings Time) for the following
purposes:

1. To elect seven (7) directors of the Company who will serve for one
(1) year, or until their successors are elected and qualified;

2. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation;

3. To consider and act on a proposal to eliminate the Company's
fundamental investment objective and policies;

4. To ratify the selection of Ernst & Young LLP to serve as independent
public accountants for the Company for the year ending December 31, 2001; AND

5. To transact such other business as may properly come before the
meeting.

You have the right to receive notice and to vote at the Meeting if you
were a stockholder of record at the close of business on April 16, 2001. Whether
or not you expect to be present in person at the meeting, please sign the
enclosed proxy and return it promptly in the envelope provided. Instructions are
shown on the proxy card. In the event there are not sufficient votes for a
quorum or to approve or ratify any of the foregoing proposals at the time of the
annual meeting, the annual meeting may be adjourned in order to permit further
solicitation of the proxies by the Company.

By order of the Board of Directors,

-------------------------------------------
Carole R. Mason
Secretary

April __, 2001

====================================================================
This is an important meeting. To ensure proper representation at the
meeting, please complete, sign, date and return the proxy card in the
enclosed, self-addressed envelope. Even if you vote your shares prior
to the meeting, you still may attend the meeting and vote your shares
in person.
====================================================================

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UTEK CORPORATION
202 SOUTH WHEELER STREET
PLANT CITY, FLORIDA 33566

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of UTEK Corporation (the "Company" or
"UTEK") for use at the Company's 2001 Annual Meeting of Stockholders (the
"Meeting") to be held on June 8, 2001 at 9:30 AM (Eastern Daylight Savings Time)
at The Tampa Club, 101 E. Kennedy Blvd. Tampa, FL 33602, and at any adjournments
thereof. This Proxy Statement, the accompanying proxy card and the Company's
Form 10-K for the year ended December 31, 2000 are first being sent to
stockholders on or about April 30, 2001.

We encourage you to vote your shares, either by voting in person at the
Meeting or by granting a proxy (i.e., authorizing someone to vote your shares).
If you properly sign and date the accompanying proxy card, and the Company
receives it in time for the Meeting, the persons named as proxies will vote the
shares registered directly in your name in the manner that you specified. IF YOU
GIVE NO INSTRUCTIONS ON THE EXECUTED PROXY CARD, THE SHARES COVERED BY THE PROXY
CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS AND FOR THE
OTHER MATTERS LISTED IN THE ACCOMPANYING NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS.

If you are a "stockholder of record" (i.e., you hold shares directly in
your name), you may revoke a proxy at any time before it is exercised by
notifying the proxy tabulator in writing, by submitting a properly executed,
later-dated proxy or by voting in person at the Meeting. Any stockholder of
record attending the Meeting may vote in person whether or not he or she has
previously voted his or her shares. If a broker, bank, or other institution or
nominee holds your shares for your account ("Broker Shares"), you may vote such
shares at the Meeting only if you obtain proper written authority from your
institution or nominee and present it at the Meeting.

PURPOSE OF MEETING

At the Meeting, you will be asked to vote on the following proposals:

1. To elect seven (7) directors of the Company who will serve for one
(1) year, or until their successors are elected and qualified;

2. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation so that its indemnification provisions comply with
the Investment Company Act of 1940;

3. To consider and act upon a proposal to eliminate the Company's
fundamental investment objective and policies;

4. To ratify the selection of Ernst & Young LLP to serve as independent
public accountants for the Company for the year ending December 31, 2001; and

5. To transact such other business as may properly come before the
meeting.

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VOTING SECURITIES

You may vote your shares at the Meeting only if you were a stockholder
of record at the close of business on April 16, 2001 (the "Record Date"). On
March 23, 2001, there were 3,782,226 shares of the Company's common stock
outstanding. Each share of common stock is entitled to one vote.

If a majority of the shares entitled to vote are present at the
Meeting, then a quorum has been reached and the Meeting can commence. A share is
present for quorum purposes if it is represented in person or by proxy for any
purpose at the Meeting. Because abstentions with respect to any matter are
treated as shares present or represented and entitled to vote for the purposes
of determining whether that matter has been approved by the stockholders,
abstentions have the same effect as negative votes for each proposal other than
the election of directors. Broker non-votes are not counted or deemed to be
present or represented for purposes of determining whether stockholder approval
of a matter has been obtained, but they are counted as present for purposes of
determining the existence of a quorum at the annual meeting. If a quorum is not
present at the Meeting, or if a quorum is present but there are not enough votes
to approve any of the proposals, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of the shares
represented at the Meeting in person or by proxy. The persons named as proxies
will vote those proxies for such adjournment, unless marked to be voted against
any proposal for which an adjournment is sought, to permit further solicitation
of proxies. A stockholder vote may be taken on one or more of the proposals in
this Proxy Statement prior to any such adjournment if there are sufficient votes
for approval on such proposal(s).

Each of the seven (7) nominees for election as directors who receives a
majority of the affirmative votes cast at the Meeting in person or by proxy in
the election of directors will be elected as directors. Stockholders may not
cumulate their votes. Abstentions and broker non-votes will be counted for
purposes of determining whether a quorum is present at the Meeting.
Votes that are withheld, abstentions and Broker Shares that are not voted in the
election of directors will not be included in determining the number of votes
cast, and will have no effect on the election of directors.

With respect to the proposed amendment of the Certificate of
Incorporation, shares that are voted as abstentions and Broker non-votes will
have the effect of a vote against this proposal because this proposal requires
the affirmative vote of a majority of the outstanding shares of the Company.

The proposed elimination of the Company's fundamental investment
objective and policies and the ratification of the Company's independent
accountants each require the affirmative vote of majority of the shares present
in person or by proxy and entitled to vote at the Meeting. Therefore, an
abstention from voting on either such proposal will have the effect of a
negative vote with respect to such proposal. Broker non-votes will be treated as
not present and not entitled to vote with respect to these proposals and will
have no effect on the outcome of the vote on these two proposals.

INFORMATION REGARDING THIS SOLICITATION

The Company will bear the expense of the solicitation of proxies for
the Meeting, including the cost of preparing, printing and mailing this Proxy
Statement, the accompanying Notice of Annual Meeting of Stockholders, and proxy
card. The Company has requested that

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brokers, nominees, fiduciaries and other persons holding shares in their names,
or in the name of their nominees, which are beneficially owned by others,
forward the proxy materials to, and obtain proxies from, such beneficial owners.
The Company will reimburse such persons for their reasonable expenses in so
doing.

In addition to the solicitation of proxies by the use of the mails,
proxies may be solicited in person and by telephone, facsimile transmission or
telegram by directors, officers or regular employees of the Company, (without
special compensation therefore). Any proxy given pursuant to this solicitation
may be revoked by notice from the person giving the proxy at any time before it
is exercised by giving notice of such revocation to an executive officer of the
Company, at the address of the Company. Any such notice of revocation should be
provided in writing signed by the shareholder in the same manner as the proxy
being revoked.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of March 23,
2001, with respect to the beneficial ownership of the common stock by (i) each
person known to us to beneficially own more than 5% of the outstanding shares of
common stock, (ii) each of our executive officers and directors and (iii) all of
the Company's executive officers and directors as a group:

NAME AND ADDRESS OF BENEFICIAL NUMBER OF SHARES OF COMMON PERCENTAGE
OWNER (1) STOCK BENEFICIALLY OWNED BENEFICIALLY OWNED
- -------------------------------------------------------------------------------------------
DIRECTORS:
- -------------------------------------------------------------------------------------------

Clifford M. Gross 1,972,254(2) 52.2%
Carl Nisser 60,000 1.6%
Sam Reiber 29,115(3) *
Stuart Brooks 0 *
Kwabena Gyimah-Brempong 0 *
Arthur Chapnik 0 *
David Michael 0 *
- -------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS:
- -------------------------------------------------------------------------------------------
Uwe Reischl 55,500 1.5%
Carole R. Mason 17,750(4) *
Charles L. Pope 12,500 *
All directors and executive
officers as a Group 2,146,619 57.3%

- -------------------
* Less than 1%.

(1) Unless otherwise indicated, the address is 202 South Wheeler Street,
Plant City, Florida 33566. Biographical Information for directors and
executive officers is included under "Proposal One: Election of
Directors" below.

(2) 1,947,254 shares of common stock are held by Clifford M. Gross and his
wife, Elissa-Beth Gross, jointly. 10,000 of those shares are held by
Dr. and Ms. Gross as custodians for their minor children under the
Uniform Gifts to Minors Act. Includes 25,000 shares of common stock
issuable upon the exercise of options exercisable within 60 days of the
date of this proxy statement.

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(3) Includes 17,500 shares of common stock issuable upon the exercise of
options exercisable within 60 days of the date of this proxy statement
and 3,050 shares of common stock held in the name of Linsky & Reiber,
65 shares held by Mr. Reiber as custodian for his minor children under
the Uniform Gifts to Minors Act and 500 shares held by the Moses Reiber
Trust.

(4) The shares of common stock are held in the name of Myers & Mason, P.A.
Includes 3,750 shares of common stock issuable upon the exercise of
options exercisable within 60 days of the date of this proxy statement.

Shares of common stock subject to options that are currently
exercisable or are exercisable within 60 days of the date of this proxy
statement are deemed to be outstanding and to be beneficially owned by the
person holding the options for the purpose of computing the percentage ownership
of such person but are not treated as outstanding for the purpose of computing
the percentage ownership of any other person.

PROPOSAL ONE: ELECTION OF DIRECTORS

As permitted by the Company's bylaws, the board of directors has
adopted a resolution setting the number of directors at seven (7) unless
otherwise designated by the board of directors. Directors are elected for a term
of one year expiring at the following annual meeting of stockholders. Directors
serve until their successors are elected and qualified.

The current directors, Clifford M. Gross, Sam Reiber, Stuart M. Brooks,
Kwabena Gyimah-Brempong, Arthur Chapnik, Carl Nisser and David Michael have been
nominated for election for a one-year term expiring in 2002. No person being
nominated as a director is being proposed for election pursuant to any agreement
or understanding between any such person and the Company.

A stockholder can vote for or withhold his or her vote from any or all
of the nominees. IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, IT IS THE
INTENTION OF THE PERSONS NAMED AS PROXIES TO VOTE SUCH PROXY FOR THE ELECTION OF
ALL THE NOMINEES NAMED BELOW. IF ANY OF THE NOMINEES SHOULD DECLINE OR BE UNABLE
TO SERVE AS A DIRECTOR, IT IS INTENDED THAT THE PROXY WILL BE VOTED FOR THE
ELECTION OF SUCH PERSON OR PERSONS AS ARE NOMINATED AS REPLACEMENTS. The board
of directors has no reason to believe that any of the persons named will be
unable or unwilling to serve.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.

INFORMATION ABOUT THE NOMINEES AND EXECUTIVE OFFICERS

Certain information, as of March 23, 2001, with respect to each of the
seven nominees for election at the Meeting and executive officers is set forth
below, including their names, ages, a brief description of their recent business
experience, including present occupations and employment, certain directorships
that each nominee holds, and the year in which each nominee became a director of
the Company.

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NOMINEES

CLIFFORD M. GROSS, PH.D.*, 43, has served as the Company's Chief
Executive Officer and Chairman of the Board of Directors since 1997. Dr. Gross
received his Ph.D. from New York University in 1981, and from 1982 to 1984 Dr.
Gross served as the Acting Director of the Graduate Program in Ergonomics and
Biomechanics at New York University. From 1984 to 1985 Dr. Gross served as the
Chairman of the Department of Biomechanics at New York Institute of Technology.
In 1985, Dr. Gross founded and served as CEO of the Biomechanics Corp. of
America until 1995. From 1996 to 1997 Dr. Gross served as a research professor
and Director of the Center for Product Ergonomics at the University of South
Florida. Dr. Gross holds 18 patents and has authored numerous publications.

SAM REIBER, J.D.*, 54, has served as Vice President since December 2000
and has served as the Company's General Counsel since 1997 and as a director
since May 1998. Mr. Reiber is a founding partner of Linsky and Reiber, a law
firm located in Tampa, Florida. Mr. Reiber has conducted a diversified practice
of law in Tampa for 25 years. He received a Bachelor's degree in economics from
the University of Minnesota in 1969 and a Juris Doctor from the William Mitchell
College of Law in 1974.

STUART M. BROOKS, M.D., 65, has served as a director since May 1998 and
also serves as the Director of the Company's Scientific Advisory Board. He is a
Professor of Medicine and Public Health and Director of the NIOSH Educational
and Research Center at the University of South Florida.

KWABENA GYIMAH-BREMPONG, PH.D., 51, has served as a director since May
1998. Between May 1998 and December 1998, Dr. Gyimah-Brempong served as the
Director of University Partnerships and was responsible for helping the Company
build relationships with American universities. Since 1994, Dr. Gyimah-Brempong
has been a Professor of Economics at the University of South Florida School of
Business. Dr. Gyimah-Brempong recently completed a comprehensive report on how
American universities market their technology.

ARTHUR CHAPNIK, 61, has served as a director since May 1998. Mr.
Chapnik is also the President of Harrison McJade & Co., Ltd., an apparel design
and marketing company. Mr. Chapnik served as President of Samsung USA's women's
apparel division from 1988 to 1990. Mr. Chapnik is Dr. Gross' father-in-law.

CARL NISSER, LL.M., D.E.S., 61, has served as a director and chairman
of the Company's European Advisory Council since May 1998. Mr. Nisser is a
principal of Advokatfirman Nisser, with offices in Brussels, London and New
York. He has served as Corporate and Legal Affairs Director for Volvo AB and
Director of Corporate Affairs for Goodyear International Corporation. Mr. Nisser
also serves in a co-counsel capacity with Gersten, Savage & Kaplowitz, LLP. Mr.
Nisser was educated at the universities of Uppsala, Strasbourg and Coimbra. Mr.
Nisser is chairman and CEO of E.com Enterprises, Inc. and a member of several
boards of directors.

DAVID MICHAEL, C.P.A., 63, has served as a director of the Company
since February 2000. Since 1983, Mr. Michael has served as the President of
David Michael & Co., P.C., an accounting firm. Mr. Michael also serves on the
board of directors of Del Global Technologies

- ---------------

*Dr. Gross and Mr. Reiber are "interested persons" of the Company, as defined in
the Investment Company Act of 1940, as amended.

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Corp. (NASDQ:DGTC). Mr. Michael received a B.B.A. in accounting from City
College in New York in 1959.

EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS)

UWE REISCHL, PH.D., M.D., age 55, has served as our President since
June 1999 and was our Executive Vice President from September 1998 until June
1999. Dr. Reischl received a Masters degree in Architecture from the University
of California at Berkeley, he received a Ph.D. degree in Environmental Health
Sciences from the University of California at Berkeley, and both a second Ph.D.
in Occupational Medicine and an M.D. in General Medicine from the University of
Ulm (Ulm, Germany). Prior to joining UTEK, Dr. Reischl served as a Scientific
Advisor at the World Health Organization (WHO) Center at the University of Ulm.
Dr. Reischl was an Assistant Professor at the University of California, Director
of the Program in Industrial Health and Safety at Oakland University, and he was
an Associate Professor at the College of Public Health, University of South
Florida. Dr. Reischl has 15 years experience in university teaching and
research.

CHARLES L. POPE, C.P.A., age 49, was appointed to serve as the Chief
Financial Officer on February 20, 2001. Previously, Mr. Pope spent 24 years with
PricewaterhouseCoopers LLP (formerly Coopers & Lybrand LLP) where he held
various senior management positions. His responsibilities at
PricewaterhouseCoopers included Accounting and Auditing Services, Litigation and
Bankruptcy Consulting, and partner in the Accounting and SEC National
Directorate. He received undergraduate degrees in Accounting and Economics from
Auburn University.

CAROLE R. MASON, C.P.A., age 39, served as Chief Financial Officer,
Secretary and Treasurer from June 1999 until February 2001. As of February 20,
2001, Ms. Mason is no longer serving as CFO, but will continue to serve on a
part-time basis in the accounting department as Principal Accounting Officer.
Ms. Mason is also a partner of Myers, Mason & Co., conducting a diversified
accounting practice in Tampa, Florida for 15 years. She received her Bachelor of
Science degree in accounting from the University of Tampa.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

The Company's board of directors has established an Audit Committee and
a Compensation Committee. During 2000, the board of directors held 12 board
meetings. All directors attended at least 75% of the aggregate number of
meetings of the respective committees on which they served.

The Audit Committee annually recommends to the board of directors the
appointment of the Company's independent public accountants, discusses and
reviews the scope and fees of the prospective annual audit, reviews the results
thereof with the independent public accountants, reviews and approves non-audit
services of the independent public accountants, reviews compliance with existing
major accounting and financial policies relative to the adequacy of the
Company's internal accounting controls, reviews compliance with federal and
state laws relating to accounting practices and reviews and approves
transactions, if any, with affiliated parties.

The members of the Audit Committee are David Michael, Kwabena
Gyimah-Brempong and Stuart Brooks, and such committee members are considered
independent under the rules promulgated by Nasdaq. The Audit Committee did not
meet during 2000. However, the

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committee met on February 16, 2001 and March 14, 2001. During 2000, the Board of
Directors, acting as the Audit Committee met to adopt the Company's Audit
Committee Charter.

The audit committee operates pursuant to a charter approved by the
Company's board of directors. The audit committee charter sets out the
responsibilities, authority and duties of the audit committee. A copy of the
audit committee charter is attached to this Proxy Statement as Appendix A.

The Compensation Committee reviews and approves annual salaries and
bonuses for all officers, reviews, approves and recommends to the board of
directors the terms and conditions of any employee benefit plans or changes
thereto, administers the Company's stock option plan and carries out the
responsibilities required by the rules of the SEC.

The members of the Compensation Committee are Stuart Brooks, Sam
Reiber, and Arthur Chapnik. The Compensation Committee did not meet during 2000.

COMPENSATION OF DIRECTORS

During 2000, no director received any compensation for acting as a
director or attending committee meetings. Non-officer directors are eligible for
stock option awards under the 2000 stock option plan. However, non-officer
directors may not receive a grant of options unless the Securities and Exchange
Commission (the "SEC") has issued an exemptive order. On February 13, 2001, the
Company filed an exemptive application with the SEC to issue options to
non-officer directors. In the exemptive application, the Company has requested
that options representing 25,000 shares be granted to four of the five
non-officer directors on the date the SEC issues its exemptive order. All 25,000
options for each non-officer director will vest over a three year period. It was
requested that one director, Carl Nisser, who has greater responsibilities than
the other four non-officer directors be granted 50,000 options vesting over a
three year period. For each of the five current non-officer directors, 150,000
options may be issued, which would represent approximately 4.0% of the currently
outstanding shares of common stock.

AUDIT COMMITTEE REPORT

The Audit Committee oversees the Company's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Committee
reviewed the audited financial statements of the Company with management
including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.

The Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Committee under generally accepted auditing standards, including the
matters required to be discussed by Statement on Auditing Standards No. 61, as
amended (Communication with Audit Committees). In addition, the Committee has
discussed with the independent auditors the auditors' independence from
management and the Company including the matters in the written disclosures
required by the

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Independence Standards Board No. 1 (Independence Discussions with Audit
Committees) and considered the compatibility of nonaudit services with the
auditors' independence.

The Committee discussed with the Company's independent auditors the
overall scope and plans for their respective audits. The Committee meets with
the independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the Company's internal
controls, and the overall quality of the Company's financial reporting. The
Committee held two meetings in 2001.

In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended December 31, 2000, for filing with the Securities and
Exchange Commission. The Committee and the Board have also recommended, subject
to shareholder approval, the selection of the Company's independent auditors for
2001.

David Michael, Audit Committee Chair
Stuart Brooks, Audit Committee Member
Kwabena Gyimah-Brempong, Audit Committee Member

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

COMPENSATION TABLE. The following table sets forth compensation that
the Company paid during the year ended December 31, 2000 to all the directors
and the three highest paid (in excess of $60,000) executive officers of the
Company (collectively, the "Compensated Persons") in each capacity in which each
Compensated Person served. Certain of the Compensated Persons served as both
officers and directors.

PENSION OR
RETIREMENT AS
AGGREGATE SECURITIES BENEFITS ACCRUED DIRECTORS FEES
COMPENSATION FROM UNDERLYING AS PART OF PAID BY THE
NAME AND POSITION THE COMPANY (1)(2) OPTIONS (3) COMPANY EXPENSES COMPANY
- ---------------------------------------------------------------------------------------------------

Clifford M. Gross $150,000 100,000 - --
Uwe Reischl 115,000 50,000 - --
Sam Reiber 67,000 50,000 - --
Stuart M. Brooks -- -- - --
Kawbena Gyimah-Brempong -- -- - --
Arthur Chapnik -- -- - --
Carl Nisser -- -- - --
David Michael -- -- - --
- ---------------------------------------------------------------------------------------------------

(1) The amounts included herein include salary and bonus.

(2) There were no perquisites paid by the Company in excess of the lesser
of $50,000 or 10% of the Compensated Person's total salary and bonus
for the year.

(3) See also "Stock Option Awards" detailed below.

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STOCK OPTION AWARDS

The following tables set forth the details relating to option grants in
2000 to Compensated Persons under the Company's Stock Option Plans, and the
potential realizable value of each grant, as prescribed to be calculated by the
Commission. See "Stock Option Plans."

OPTION GRANTS DURING 2000

PERCENT OF POTENTIAL REALIZABLE
NUMBER OF TOTAL VALUE AT ASSUMED ANNUAL
SECURITIES OPTIONS EXERCISE RATES OF STOCK
UNDERLYING GRANTED IN PRICE PER EXPIRATION APPRECIATION OVER 5-YEAR
NAME OPTIONS GRANTED 2000 SHARE DATE TERM
- ------------------------------------------------------------------------------------------------------------------------
5% 10%

Clifford M. Gross 100,000 41.67% $ 6.60 10/24/05 $107,000 $307,000
Uwe Reischl 50,000 20.83% 6.00 10/24/05 83,000 183,000
Sam Reiber 50,000 20.83% 6.125 12/09/05 85,000 187,000
Stuart Brooks -- -- -- -- -- --
Carl Nisser -- -- -- -- -- --
Arthur Chapnik -- -- -- -- -- --
David Michael -- -- -- -- -- --
Kwabena
Gyimah-Brempong -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------

- ---------------
(1) Options granted to officers in 2000 generally vest equally over three
years beginning on the date of grant, with full vesting occurring on
the third anniversary of the date of grant.

(2) In 2000, the Company granted options to purchase a total of 240,000
shares.

(3) Potential realizable value is calculated on 2000 options granted, and
is net of the option exercise price but before any tax liabilities that
may be incurred. These amounts represent certain assumed rates of
appreciation, as mandated by the SEC. Actual gains, if any, or stock
option exercises are dependent on the future performance of the shares,
overall market conditions, and the continued employment by the Company
of the option holder. The potential realizable value will not
necessarily be realized.

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OPTION EXERCISES AND YEAR-END OPTION VALUES

The following table sets forth the details of option exercises by
Compensated Persons during 2000 and the values of those unexercised options at
December 31, 2000.

NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AS OF IN-THE-MONEY OPTIONS AS OF
SHARES 12/31/00 12/31/00 (2)
ACQUIRED ------------------------------------------------------------------
UPON VALUE
NAME EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ------------ ------------- ------------- ----------- -------------

Clifford M. Gross -- -- 25,000 75,000 -- --
Uwe Reischl -- -- 12,500 37,500 -- --
Sam Reiber -- -- 12,500 37,500 -- --
Stuart Brooks -- -- -- -- -- --
Carl Nisser -- -- -- -- -- --
Arthur Chapnik -- -- -- -- -- --
David Michael -- -- -- -- -- --
Kwabena Gyimah-Brempong -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------

(1) Value realized is calculated as the closing market price on the date of
exercise, net of option exercise price, but before any tax liabilities
or transaction costs. This is the deemed market value, which may
actually be realized only if the shares are sold at that price.

(2) Value of unexercised options is calculated as the closing market price
on December 29, 2000 ($5.75), net of the option exercise price, but
before any tax liabilities or transaction costs. "In-the-Money Options"
are options with an exercise price that is less than the market price
as of December 31, 2000.

EMPLOYMENT AGREEMENTS

The Company has entered into five-year employment agreements, effective
September 1, 1999, with Clifford M. Gross, and Uwe Reischl. Drs. Gross and
Reischl have agreed to serve as the Company's Chief Executive Officer and
President, respectively. Dr. Gross receives an annual base salary of $150,000
and Dr. Reischl receives an annual base salary of $100,000. In addition to their
base salaries, Drs. Gross and Reischl received 100,000 and 50,000 stock options,
respectively, upon the completion of the initial public offering of the Company.
Drs. Gross and Reischl also receive allowances for automobiles in the amount of
approximately $500 per month. Drs. Gross and Reischl have agreed to devote
substantially all of their time and attention to the business and affairs of the
Company. Each employment agreement contains a covenant not to compete for a
one-year period immediately following termination of employment with the
Company. In the event of a change of control, Dr.'s Gross and Reischl are
entitled to receive a bonus equal to twice their annual salary, "grossed-up" to
cover any tax liability on such bonus. In addition, all stock options accelerate
and become immediately vested. A change of control occurs as defined in the
employment agreement when (i) a person or group becomes the beneficial owner of
more than 30% of the Company's outstanding securities; (ii) at any time, the
board nominated slate of directors is not elected; (iii) the Company consummates
a merger in which it is not the surviving entity or (iv) substantially all of
the Company's assets are sold or the Company's stockholders approve the
dissolution or liquidation of the Company. In the event of a change of control,
based upon the past fiscal year's salary, Dr. Gross and Dr. Reischl would
receive an estimated $495,000 and $330,000, respectively.

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In February 2001, the Company has also entered into a one-year
employment agreement with Charles L. Pope, pursuant to which Mr. Pope agrees to
serve as the Company's Chief Financial Officer. He is entitled to receive a
salary of $90,000 per year. In addition, Mr. Pope has been granted 50,000 stock
options under the 1999 Plan (as defined below) and a car allowance of $500 per
month. Mr. Pope has agreed to devote substantially all of his time and energy to
the Company. Mr. Pope's employment agreement contains a covenant not to compete
for a one-year period following termination of employment. There is no change of
control provision in Mr. Pope's employment agreement.

KEY MAN LIFE INSURANCE

The Company has obtained "key man" life insurance policies in the
amount of $500,000 on both Clifford M. Gross and Uwe Reischl. During 2000, the
Company paid $1,949 in premiums on each policy which is not considered
compensation to Dr. Gross or Dr. Reischl. The Company is the owner and
beneficiary of each of the policies.

STOCK OPTION PLANS

The Company has two stock option plans: an incentive stock option plan
adopted in 1999 (the "1999 Plan") and a non-qualified stock option plan adopted
in 2000 (the "2000 Plan").

The purpose of the 1999 Plan is to enable the Company to compete
successfully in attracting, motivating and retaining employees with outstanding
abilities. The options are intended to be Incentive Stock Options within the
meaning of Section 422 of the Internal Revenue Code. The 1999 Plan is
administered by the Compensation Committee.

Under the 1999 Plan, the Company is authorized to purchase up to
500,000 shares of Company common stock. All officers and other employees who
perform significant services for or on behalf of the Company are eligible to
participate in the 1999 Plan. The Company may grant both incentive stock options
within the meaning of Section 422 of the Code and stock options that do not
qualify for incentive treatment under the Code.

The exercise price of each incentive stock option under the plan will
be determined by the Compensation Committee, but will not be less than 100% of
the current market value of the common stock on the date of grant (or 110% in
the case of an employee who at the time owns more than 10% of the total combined
voting power of all classes of capital stock). The non-qualified option exercise
price will be determined by the Compensation Committee, but will not be less
than 100% of the current market value of the common stock on the date of grant.

Under the 2000 Plan, the Company is authorized to issue options to
purchase up to 250,000 shares of Company common stock. All officers and other
employees as well as other persons who perform significant services for or on
behalf of the Company are eligible to participate in the 2000 Plan.

The Company may grant under the 2000 Plan only stock options that do
not qualify for incentive treatment under Section 422 of the Code. The exercise
price for the 2000 Plan options will be determined by the Compensation
Committee, but will not be less than 100% of the current market value of the
common stock on the date of grant.

An incentive stock option shall expire five years from the date of
grant. The Compensation Committee may provide in the stock option agreement that
the option expires 30

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days following the termination of employment for any reason other than death or
disability or 12 months following termination of employment by death or
disability. In no event shall any option granted be exercised after the
expiration date of such option as specified in the applicable option agreement.

If the outstanding shares of common stock are changed into, or common
stock issuable under the plan is exchanged for, cash or a different number or
kind of Company shares or securities of another corporation through
reorganization, merger, recapitalization, stock split, reverse stock split,
stock dividend, stock consolidation, stock combination or similar transaction,
an appropriate adjustment will be made by the Compensation Committee in the
number and kind of shares as to which options may be granted. In the event of
such change or exchange, other than for shares or securities of another
corporation or by reason of reorganization, the Compensation Committee will also
make a corresponding adjustment in the number or kind of shares and the exercise
price per share allocated to unexercised options or portions thereof, of options
which have been granted prior to such change. Any such adjustment, however, will
be made without change in the total price applicable to the unexercised portion
of the option but with a corresponding adjustment in the price for each share
(except for any change in the aggregate price resulting from rounding off of
share quantities or prices).

CERTAIN TRANSACTIONS

In September 2000 the Company secured a line of credit for $150,000
from a financial institution. Clifford M. Gross, the Company's chief executive
officer and Sam Reiber, the General Counsel and a director of the Company,
personally guaranteed the Company's obligation under this line of credit.
Neither Dr. Gross nor Mr. Reiber received any compensation for this guarantee.

Carl Nisser, one of the Company's directors, is also associated with
the Company's former counsel, Gersten, Savage & Kaplowitz, LLP, with whom he
serves in a co-counsel capacity. In addition, in connection with the October,
2000 initial public offering, Mr. Nisser received approximately $47,000, or 30%,
of the fees payable to Gersten, Savage & Kaplowitz, LLP.

In addition, the Company's former Chief Financial Officer of the
Company is Carole Mason. Ms. Mason is also a partner with the accounting firm
Myers Mason & Co. in Tampa, Florida. In the past year Myers & Mason has received
$12,000 in fees for services for the Company and holds 14,000 shares of Company
stock.

Sam Reiber, the Company's General Counsel and a director of the
Company, is also a partner with the law firm Linsky & Reiber in Tampa, Florida.
Linsky & Reiber has received approximately $67,000 in compensation during the
past fiscal year for services performed for the Company and holds 6,100 shares
of Company stock.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, the
Company's directors and executive officers, and any persons holding 10% or more
of its common stock, are required to report their beneficial ownership and any
changes therein to the SEC, the Nasdaq Stock Market and the Company. Specific
due dates for those reports have been established, and the Company is required
to report herein any failure to file such reports by those due dates. Based on
the Company's review of Forms 3, 4 and 5 filed by such persons, the Company
believes that

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during 2000 the initial statements of beneficial ownership on Form 3 for all
executive officers and directors of the Company that were required to be filed
as of October 25, 2000 were filed on January 25, 2001. In addition, Dr. Gross
and Dr. Gyimah-Brempong reported one transaction each on a Form 5 that should
have been reported on a Form 4 for the month of October 2000.

PROPOSAL 2: AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION

The stockholders of the Company are being asked to vote on a proposal
to amend the Company's Certificate of Incorporation so that it will be in
compliance with the Investment Company Act of 1940 (the "1940 Act"). The 1940
Act makes it unlawful for any organizational or governing instrument of a
business development company to contain any provision which protects or purports
to protect any director or officer of the Company against any liability to the
Company or its stockholders to which such director or officer would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office.

In order to comply with the provisions of the 1940 Act, the board of
directors of the Company has adopted, subject to stockholder approval, an
amendment to the Certificate of Incorporation. The amendment to the Certificate
of Incorporation is attached as Appendix B to this Proxy Statement.

The effect of this amendment will be to limit the Company's ability to
indemnify its directors and officers in situations where the directors have
engaged in misconduct with respect to their roles as directors and officers of
the Company. Such an amendment is necessary for the Company to comply with the
terms and conditions of the 1940 Act. The amendment to the Certificate of
Incorporation will not have anti-takeover effects.

The affirmative vote of a majority of the outstanding shares of the
Company entitled to vote is required to approve this amendment to the
Certificate of Incorporation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS AMENDMENT
TO THE COMPANY'S CERTIFICATE OF INCORPORATION.

PROPOSAL 3: ELIMINATION OF THE COMPANY'S FUNDAMENTAL
INVESTMENT OBJECTIVE AND POLICIES

The board of directors has authorized, and recommends that shareholders
of the Company approve, the elimination of the Company's fundamental (i.e.,
changeable only by shareholder vote) investment objective and policies. This
proposal is intended to remove unnecessary restrictions on the Company's
operations, which exceed the requirements imposed on a Business Development
Company ("BDC") by the 1940 Act.

The Company's fundamental investment objective currently reads as
follows:

Our primary investment objective is to increase our net assets by
exchanging stock in our portfolio companies for cash and other assets
we will use to acquire additional technologies.

Eliminating this investment objective will not affect the Company's
objective of increasing its net assets. The strategy that the Company will
employ to meet this objective --

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exchanging stock in its portfolio companies for cash and other assets to be used
to acquire additional technologies -- will be similarly unaffected by the
elimination of the fundamental nature of the investment objective. The Company
does not currently contemplate changing its investment strategy. Eliminating
this investment objective will conform the Company more closely to other BDCs,
which generally do not maintain a fundamental investment objective.

The Company's fundamental investment policies currently read as
follows:

We do not contemplate issuing senior securities. We will not issue
senior securities except in accordance with restrictions imposed by
Section 61 of the 1940 Act which require, among other things, asset
coverage in the amount of at least 200% of our net assets. Further, we
may issue more than one class of senior securities and warrants,
options or other profit sharing arrangements, subject to the provisions
set forth in Section 61. We will not sell securities short or on
margin, write puts or calls or purchase or sell commodities or
commodity contracts. We may from time to time sell some of the
securities we receive in consideration for stock for our portfolio
companies in exchange for real estate, which may be subject to
mortgages. The amount of assumed mortgages will not exceed 15% of our
net assets. We did, on one occasion, exchange a portion of securities
we received for a portfolio company for common stock in a company whose
only asset was real estate. We will not underwrite the issuance of
securities of other companies. We will not purchase real estate
mortgage loans. We will limit the amount of money we borrow to 30% of
our net assets. Where necessary, we may make loans to or additional
investments in portfolio companies to protect our initial investment
and we will continue to invest in restricted securities of portfolio
companies. We will not make loans to our portfolio companies which in
the aggregate exceed 25% of our net assets. We may concentrate our
investments in a particular industry or group. However, we do not
intend to concentrate on investments in one industry.

Eliminating these investment policies is expected to have no impact on
the Company's operations. The Company adopted these policies in response to a
requirement under the 1940 Act that is generally inapplicable to BDCs. Certain
of these policies are, in effect, restatements of restrictions under the 1940
Act that apply to a BDC or otherwise, as a practical matter, are fundamentally
inconsistent with the normal operation of the Company.

The affirmative vote of the holders of a majority of the Company's
outstanding shares is required to approve the elimination of the Company's
fundamental investment objective and policies.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
ELIMINATION OF THE COMPANY'S FUNDAMENTAL INVESTMENT OBJECTIVE AND POLICIES.

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PROPOSAL FOUR: RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS

The disinterested members of the board of directors have selected Ernst
& Young LLP as independent public accountants for the Company for the year
ending December 31, 2001. This selection is subject to ratification or rejection
by the stockholders of the Company. If the stockholders ratify the selection of
Ernst & Young LLP as the Company's accountants, Ernst & Young LLP also will be
the independent public accountants for all subsidiaries of the Company.

Ernst & Young LLP has advised the Company that neither the firm nor any
present member or associate of it has any material financial interest, direct or
indirect, in the Company or its subsidiaries. It is expected that a
representative of Ernst & Young LLP will be present, will have the opportunity
to make a statement if he or she so desires, and will be available to answer
questions at the meeting.

Audit Fees

The aggregate fees for professional services rendered by Ernst & Young
LLP in connection with their audit of the Company's consolidated financial
statements and reviews of the consolidated financial statements included in the
Company's quarterly reports on Form 10-Q for the fiscal year ending December 31,
2000 was approximately $62,800.

Other Fees

The aggregate fees for all other services rendered by Ernst & Young LLP
for the fiscal year ending December 31, 2000 was approximately $198,482 and can
be sub-categorized as follows:

Audit Related Services: $ 159,119 (1)
All other Services: $ 39,363

(1) Audit related services include fees for the initial public offering,
accounting consultations, and other SEC filing reviews.

Compatibility

At its meeting March 14, 2001, the Audit Committee met and discussed,
among other things, the audit and non-audit serviced provided by the Company's
independent accountants. The Audit Committee concluded that the non-audit
services provided by the Company's independent accountants were compatible with
maintaining the auditor's independence.

UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY CARD WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG
LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE TO
RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE COMPANY.

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OTHER BUSINESS

The board of directors knows of no other business to be presented for
action at the Meeting. If any matters do come before the Meeting on which action
can properly be taken, it is intended that the proxies shall vote in accordance
with the judgment of the person or persons exercising the authority conferred by
the proxy at the Meeting. The submission of a proposal does not guarantee its
inclusion in the Company's proxy statement or presentation at the Meeting unless
certain securities law requirements are met.

2002 ANNUAL MEETING OF STOCKHOLDERS

The Company expects that the 2002 Annual Meeting of Stockholders will
be held in June 2002, but the exact date, time, and location of such meeting
have yet to be determined. A stockholder who intends to present a proposal at
that annual meeting must submit the proposal in writing to the Company at its
address in Plant City, Florida, and the Company must receive the proposal no
later than January 7, 2002, in order for the proposal to be considered for
inclusion in the Company's proxy statement for that meeting. The submission of a
proposal does not guarantee its inclusion in the Company's proxy statement or
presentation at the meeting.

Rule 14a-4 of the Commission's proxy rules allows a company to use
discretionary voting authority to vote on matters coming before an annual
meeting of stockholders, if the company does not have notice of the matter at
least 45 days before the date corresponding to the date on which the company
first mailed its proxy materials for the prior year's annual meeting of
stockholders or the date specified by an overriding advance notice provision in
the company's bylaws. The Corporation's bylaws do not contain such an advance
notice provision. Accordingly, for the Corporation's 2002 Annual Meeting of
Stockholders, stockholders must submit written notice to the Secretary on or
before March 24, 2002.

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS
IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.

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APPENDIX A

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF
UTEK CORPORATION

CHARTER

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors of UTEK Corporation (the "Company") in fulfilling its oversight
responsibilities by reviewing the financial reports and other financial
information provided by the Company to any governmental body or the public; the
Company's systems of internal controls regarding finance, accounting, legal
compliance and ethics that management and the Board have established; and the
Company's auditing, accounting and financial reporting processes generally.
Consistent with this function, the Audit Committee should encourage continuous
improvement of, and should foster adherence to, the Company's policies,
procedures and practices at all levels. The Audit Committee's primary duties and
responsibilities are to:

- Serve as an independent and objective party to monitor the
Company's financial reporting process and internal control
system.

- Review and appraise the audit efforts of the Company's
independent accountants and internal auditors.

- Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditors and the Board of Directors.

The Audit Committee will fulfill these responsibilities by carrying out
the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as
determined by the Board three of who shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment as a member of the Committee.
All members of the Committee shall have a working familiarity with basic finance
and accounting practices and at least one member of the Committee shall have
accounting or related financial management expertise. Committee members may
enhance their familiarity with finance and accounting by participating in
educational programs conducted by the Company or an outside consultant.

The members of the Committee shall be elected by the Board at the
annual meeting of the Board or until their successors shall be duly elected and
qualified. Unless a Chair is elected by the Board, the members of the Committee
may designate a Chair by majority vote of the full Committee membership.

III. MEETINGS

The Committee shall meet at least four times annually or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee should

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meet at least annually with management, the internal auditors and the
independent accountants in separate executive sessions to discuss any matters
that the Committee or each of these groups believe should be discussed
privately. In addition, the Committee or at least its Chair should meet with the
independent accountants and management quarterly to view the Company financials
consistent with Section IV.4. below).

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review

1. Review and update this Charter periodically, at least annually as
conditions dictate.

2. Review the Company's annual financial statements and any reports or
other financial information submitted to any governmental body, or the
public including any certification reports, opinion or review rendered
by the independent accountants.

3. Review the regular internal reports to management prepared by the
internal auditors and management's response.

4. Review with financial management and the independent accountants the
Company's Quarterly Reports on Form 10-Q prior to their filing or prior
to the release of earnings. The Chair of the Committee may represent
the entire Committee for purposes of these reviews.

Independent Accountants

5. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve the
fees and other compensation to be paid to the independent accountants.
On an annual basis, the Committee should review and discuss with the
accountants all significant relationships the accountants have with the
Company to determine the accountants' independence.

6. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.

7. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the Company's financial statements.

Financial Reporting processes

8. In Consultation with the independent accountants and the internal
auditors, review the integrity of the Company's financial reporting
processes, both internal and external.

9. Consider the independent accountants' judgments about the quality and
appropriateness of the Company's accounting principles as applied in
its financial reporting.

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10. Consider and approve, if appropriate, major changes to the Company's
auditing and accounting principles and practices as suggested by the
independent accountants management or the internal auditing department.

Process Improvements

11. Establish regular and separate systems of reporting to the Audit
Committee by each of management the independent accountants and the
internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.

12. Following completion of the annual audit, review separately with each
of management, the independent accountants and the internal auditors
any significant difficulties encountered during the course of the audit
including any restrictions on the scope of work or access to required
information.

13. Review any significant disagreement among management and the
independent accountants or the internal auditing department in
connection with preparation of financial statements.

14. Review with independent accountants the internal auditing department
and management the extent to which changes or improvements in financial
or accounting practices as approved as the Audit Committee have been
implemented. (This review should be conducted at an appropriate of time
subsequent to implementation of changes or improvements as decided by
the Committee.)

Ethical and Legal Compliance

15. Establish review and update periodically a Code of Ethical Conduct to
ensure that management has established a system to enforce this Code.

16. Review management's monitoring of the Company's compliance with the
Company's Ethical Code and ensure that management has the proper review
system in place to ensure that Company's financial statements reports
and other financial information disseminated to governmental
organizations and the public satisfy legal requirements.

17. Review activities, organizational structure and qualifications of the
internal auditors.

18. Review with the Company's counsel legal compliance matters including
corporate securities trading policies.

19. Review with the Company's counsel any legal matter that could have a
significant impact on the Company's financial statements.

20. Perform any other activities consistent with this Charter the Company's
By-laws and governing law as the Committee or the Board deems necessary
or appropriate.

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APPENDIX B

AMENDMENT TO CERTIFICATE OF INCORPORATION

UTEK Corporation, a corporation organized and existing under the laws
of the state of Delaware, does hereby certify:

FIRST: That by a unanimous vote of the board of directors of UTEK
Corporation and by approval of a majority of the outstanding shares of UTEK
Corporation, a resolution was duly adopted amending the Certificate of
Incorporation of said corporation, as follows:

NOW, THEREFORE BE IT RESOLVED, that the Company's Certificate of
Incorporation shall be amended, subject to stockholder approval, by inserting
after the first paragraph of Article 10 the following new second paragraph:

Notwithstanding the foregoing, for so long as the Corporation is
regulated as a business development company under the Investment
Company Act of 1940, neither this certificate of incorporation nor the
by-laws of the Corporation shall limit the liability of, or indemnify,
any director or officer of the Corporation for actions or matters for
which such limitation or indemnification is prohibited by the
Investment Company Act of 1940.

SECOND: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

THIRD: That the capital of said corporation shall not be reduced under
or by reason of said amendment.

IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by Clifford M. Gross, its Chief Executive Officer and attested to by
Carole Mason, its Secretary, this ___ day of June, 2001.

-------------------------------------
Clifford M. Gross
Chief Executive Officer

ATTEST:

- ----------------------
Carole R. Mason

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UTEK CORPORATION

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Clifford M. Gross, Sam Reiber, or any one of
them, and each with full power of substitution, to act as attorneys and proxies
for the undersigned to vote all the shares of common stock of the Company which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held at The Tampa Club, 101 E. Kennedy Blvd., Tampa, FL 33602 on
June 8, 2001 at 9:30 A.M. and at all adjournments thereof, as indicated on this
proxy.

1. FOR [ ] WITHHOLD AUTHORITY [ ]

To elect:
Clifford M. Gross
Sam Reiber
Stuart M. Brooks
Kwabena Gyimah-Brempong
Arthur Chapnik
Carl Nisser
David Michael
to serve as directors (except as marked to the contrary) for the
Company for a one year term expiring in 2002 or until their successors
are elected and qualified.

INSTRUCTIONS: To withhold authority to vote for any individual,
strike a line through his name on the list above.

2. FOR [ ] AGAINST [ ] ABSTAIN [ ]

To amend the Company's Certificate of Incorporation so that its
indemnification provisions comply with the 1940 Act.

3. FOR [ ] AGAINST [ ] ABSTAIN [ ]

To eliminate the Company's fundamental investment objective and
policies.

4. FOR [ ] AGAINST [ ] ABSTAIN [ ]

To ratify the selection of Ernst & Young LLP as the Company's
independent accountants.

5. To transact such other business as may properly come before the
Meeting.

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THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS LISTED.

Please mark, sign and return this proxy in the enclosed envelope. The
undersigned acknowledges receipt from the Company prior to the execution of this
proxy of a Notice of Annual Meeting of Stockholders and a Proxy Statement.

Dated

--------------------------------------------

Signature

--------------------------------------------

Please sign your name(s) exactly as shown
hereon and date your proxy in the blank
provided. For joint accounts, each joint
owner should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such. If the signer is a corporation or
partnership, please sign in full corporate
or partnership name by a duly authorized
officer or partner.