EXHIBIT 3(IV)


                   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 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 thereafter, at an annual meeting of stockholders duly
called and held, said amendment was duly adopted and approved by the necessary
number of shares, as required by statute, 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 23 day of July, 2001.


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

ATTEST:


/s/ Carole R. Mason
- ------------------------------------
Carole R. Mason
Secretary


                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 12:30 PM 07/24/2001
                                                          010357542 - 3068837