AGREEMENT AND PLAN OF ACQUISITION

Agreement and Plan of Merger

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MANAKOA SERVICES CORP | ACQUISITION OF ADVANCED CYBER SECURITY, INC.

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Title: AGREEMENT AND PLAN OF ACQUISITION
Governing Law: Washington Date: 9/7/2004

Exhibit 2.1

ACQUISITION OF ADVANCED CYBER SECURITY, INC.

MANAKOA SERVICES CORPORATION

AGREEMENT AND PLAN OF ACQUISITION

This Agreement and Plan of Acquisition (Agreement) is entered into by and

between ADVANCED CYBER SECURITY, INC., a Florida corporation, (ACSI), UTEK

CORPORATION, a Delaware corporation, (UTEK), and MANAKOA SERVICES CORPORATION, a

Nevada corporation, (MANAKOA)

WHEREAS, UTEK owns 100% of the issued and outstanding shares of common

stock of ACSI (ACSI Shares); and

WHEREAS, before the Closing Date, ACSI will acquire the license for the

fields of use as described in the License Agreement (the "License Agreement")

and a Consulting Agreement (the "Consulting Agreement") as described and which

are attached hereto as part of Exhibit A and made a part of this Agreement and

the rights to develop and market a patented and proprietary technology for the

fields of use specified in the License Agreement (the "Technology").

WHEREAS, the parties desire to provide for the terms and conditions upon

which ACSI will be acquired by MANAKOA in a stock-for-stock exchange

(Acquisition) in accordance with the respective corporation laws of their

states, upon consummation of which all ACSI Shares will be owned by MANAKOA, and

all issued and outstanding ACSI Shares will be exchanged for common stock of

MANAKOA with terms and conditions as set forth more fully in this Agreement; and

WHEREAS, for federal income tax purposes, it is intended that the

Acquisition qualifies 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 by

this Agreement acknowledged, the parties agree as follows:

ARTICLE 1

THE STOCK-FOR-STOCK ACQUISITION

1.01 The Acquisition

(a) Acquisition Agreement. Subject to the terms and conditions of this

Agreement, at the Effective Date, as defined below, all ACSI Shares shall be

acquired from UTEK by MANAKOA in accordance with the respective corporation laws

of their states and the provisions of this Agreement and the separate corporate

existence of ACSI, as a wholly-owned subsidiary of MANAKOA, shall continue after

the closing.

(b) Effective Date. The Acquisition shall become effective (Effective Date)

upon the execution of this Agreement and closing of the transaction.

<PAGE>

(b) Effective Date - continued

1.02 Exchange of Stock. At the Effective Date, by virtue of the

Acquisition:

All of the ACSI Shares that are issued and outstanding at the Effective Date

shall be exchanged for 2,000,000 unregistered shares of common stock of MANAKOA

(MANAKOA Shares), which shall be issued as follows:

Shareholder Number of MANAKOA Shares

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

UTEK Corporation 2,000,000

1.03 Effect of Acquisition.

(a) Rights in ACSI Cease. At and after the Effective Date, the holder of

each certificate of common stock of ACSI shall cease to have any rights as a

shareholder of ACSI.

(b) Closure of ACSI Shares Records. From and after the Effective Date, the

stock transfer books of ACSI shall be closed, and there shall be no further

registration of stock transfers on the records of ACSI.

1.04 Closing. Subject to the terms and conditions of this Agreement, the

Closing of the Acquisition shall take place Aug 3rd, 2004.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.01 Representations and Warranties of UTEK and ACSI. UTEK and ACSI jointly

and severally represent and warrant to MANAKOA that the facts set forth below

are true and correct:

(a) Organization. ACSI and UTEK are corporations duly organized, validly

existing and in good standing under the laws of their respective states of

incorporation, 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

corporate minutes of ACSI have been provided to MANAKOA 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 by this Agreement have

been duly authorized by the board of directors and shareholders of ACSI 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 ACSI and UTEK have all requisite corporate

and other authority to execute and deliver this Agreement and consummate the

transactions contemplated by this Agreement.

shares of common stock with a par value $1.00 per share. At the date of this

Agreement, 1,000 ACSI Shares are issued and outstanding as follows:

<PAGE>

Shareholder Number of ACSI Shares

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

UTEK Corporation 1000

All issued and outstanding ACSI Shares 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. ACSI

is not authorized to issue any preferred stock. All dividends on ACSI Shares

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 ACSI to issue any ACSI Shares or securities

convertible into ACSI Shares to anyone for any reason whatsoever. None of the

ACSI Shares 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 by this

Agreement will not violate any obligation to which ACSI or UTEK is a party and

will not create a default under any such obligation or under any agreement to

which ACSI or UTEK is a party. This Agreement constitutes a legal, valid and

binding obligation of ACSI, enforceable in accordance with its terms, except as

the enforcement may be limited by bankruptcy, insolvency, moratorium, or similar

laws affecting creditors' 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 the best of ACSI and UTEK's knowledge, information

and belief, 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 or

prospects of ACSI.

(f) No Conflicting Agreements. Neither the execution and delivery of this

Agreement nor the fulfillment of or compliance by ACSI or UTEK with the terms or

provisions of this Agreement nor all other documents or agreements contemplated

by this Agreement 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, ACSI or UTEK's articles

of incorporation or bylaws, the Technology, the License Agreement, or any

agreement, contract, instrument, order, judgment or decree to which ACSI or UTEK

is a party or by which ACSI or UTEK or any of their respective 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 their respective assets or businesses.

(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 ACSI and UTEK or performance of the obligations of ACSI and

UTEK hereunder or under any other agreement to which ACSI 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 Technology, the License Agreement, or any other material right,

privilege, license or agreement relating to ACSI or its assets or business.

<PAGE>

(g) Consents - continued

(h) Title to Assets. ACSI has or has agreed to enter into the agreements as

listed on Exhibit A attached hereto. These agreements and the assets shown on

the balance sheet of attached Exhibit B are the sole assets of ACSI. Except as

set forth on Schedule 2.01(h), ACSI has 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. On the

Closing Date, ACSI will have good and marketable title to its assets, free and

clear of all liens, claims, charges, mortgagers, options, security agreements

and other encumbrances of every kind and nature whatsoever.

(i) Intellectual Property

(1) Pacific Northwest National Laboratory, managed by Department of Energy

and operated by Battelle Memorial Institute (BATTELLE) owns the Technology and

has all right, power, authority and ownership and entitlement to file, prosecute

and maintain in effect the Patent application with respect to the Inventions

listed in Exhibit A hereto.

(2) The License Agreement between BATTELLE and ACSI covering the Inventions

is legal, valid, binding and will be enforceable in accordance with its terms as

contained in Exhibit A.

(3) Except as otherwise set forth in this Agreement, MANAKOA acknowledges

and understands that ACSI and UTEK make no representations and provide no

assurances that the rights to the Technology and Intellectual Property contained

in the License Agreement do not, and will not in the future, infringe or

otherwise violate the rights of third parties; however, ACSI and UTEK have no

knowledge of pending or threatened claims by, or any basis for any claims by,

any third parties alleging such infringement or other violation, and

(4) Except as otherwise expressly set forth in this Agreement, ACSI and

UTEK make no representations and extend 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 the

Intellectual Property.

(j) Liabilities of ACSI. ACSI has no assets (except as set forth in Section

2.01(h)), no liabilities or obligations of any kind, character or description

except those listed on the attached schedules and exhibits.

(k) Financial Statements. The unaudited financial statements of ACSI,

including a balance sheet, attached as Exhibit B and made a part of this

Agreement, are, in all respects, complete and correct and present fairly ACSI's

financial position and the results of its operations on the dates and for the

periods shown in this Agreement; 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. ACSI 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,

and on the Closing Date there will be no, outstanding obligations or liabilities

of ACSI except as specifically set forth in the financial statements and the

other attached schedules and exhibits. There is no information known to ACSI or

UTEK that would prevent the financial statements of ACSI from being audited in

accordance with generally accepted accounting principles.

<PAGE>

(k) Financial Statements - continued

(l) Taxes. All returns, reports, statements and other similar filings

required to be filed by ACSI 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 ACSI for taxes for the periods, property or events covered by

this Agreement; and all taxes, whether or not reflected on those tax returns,

and all taxes claimed to be due from ACSI by any taxing authority, have been

properly paid, except to the extent reflected on ACSI's financial statements,

where ACSI 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. ACSI has not received any notice of

assessment or proposed assessment in connection with any tax returns, nor is

ACSI a party to or to the best of its knowledge, expected to become a party to

any pending or threatened action or proceeding, assessment or collection of

taxes. ACSI 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. ACSI 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 ACSI. ACSI 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 the date of the full

execution of the Term Sheet until the Closing Date, ACSI has not, and without

the prior written consent of MANAKOA, it will not have:

(1) Sold, encumbered, assigned let lapse or transferred any of its material

assets, including without limitation the Intellectual Property, the License

Agreement or any other material asset;

(2) Amended or terminated the License Agreement or other material agreement

or done any act or omitted to do any act which would cause the breach of the

License Agreement or any other material agreement;

(3) Suffered any damage, destruction or loss whether or not in control of

ACSI;

(4) Made any commitments or agreements for capital expenditures or

otherwise;

(5) Entered into any transaction or made any commitment not disclosed to

MANAKOA;

(6) Incurred any material obligation or liability for borrowed money;

(7) Done or omitted to do any other act, or suffered any other event of any

character, which it is reasonable to expect would adversely affect the future

condition (financial or otherwise) assets or liabilities or business of ACSI; or

(8) Taken any action which could reasonably be foreseen to make any of the

representations or warranties made by ACSI or UTEK untrue as of the date of this

Agreement or as of the Closing Date.

<PAGE>

(m) Absence of Certain Changes or Events - continued

(n) Material Agreements. Exhibit A attached contains a true and complete

list of all contemplated and executed agreements between ACSI and a third party.

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 (the "Contracts"), has been provided to MANAKOA. Such executed

agreements are, and such contemplated agreements will be, at the Closing Date,

in full force and effect without modifications or amendment and constitute the

legally valid and binding obligations of ACSI in accordance with their

respective terms and will continue to be valid and enforceable following the

Acquisition. ACSI is not, and will not be at the Closing Date, in default under

any of the Contracts. In addition:

(1) 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

ACSI; and

(2) There are no outstanding operating agreements, lease agreements or

similar agreements by which ACSI is bound; and

(3) The complete final draft of the License Agreement has been provided to

MANAKOA; and (these will be completed after license agreement is signed)

(4) Except as set forth in (3) above, there are no outstanding licenses to

or from others of any intellectual property and trade names; and

(5) There are no outstanding agreements or commitments to sell, lease or

otherwise dispose of any of ACSI's property; and

(6) There are no breaches of any agreement to which ACSI is a party.

(o) Compliance with Laws. ACSI 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. There is no suit, action or any arbitration,

administrative, legal or other proceeding of any kind or character, or any

governmental investigation pending or to the best knowledge of ACSI or UTEK,

threatened against ACSI, the Technology, or Patent License Agreement, affecting

its assets or business (financial or otherwise), and neither ACSI nor UTEK is in

violation of or in default with respect to any judgment, order, decree or other

finding of any court or government authority relating to the assets, business or

properties of ACSI or the transactions contemplated hereby. There are no pending

or, to the knowledge of ACSI or UTEK, 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

the assets or business of ACSI or the transactions contemplated.

(q) Employees. ACSI has no and never had any employees. ACSI is not a party

to or bound by any employment agreement or any collective bargaining agreement

with respect to any employees. ACSI is not in violation of any law, regulation

relating to employment of employees.

(r) Neither ACSI nor UTEK has any knowledge of any or threatened existing

occurrence, action or development that could cause a material adverse effect on

ACSI or its business, assets or condition (financial or otherwise) or prospects.

<PAGE>

(r) Neither ACSI nor UTEK - continued

(s) Employee Benefit Plans. ACSI states that 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 in this Agreement result in any obligation or liability to

any present or former employee.

(t) Books and Records. The books and records of ACSI 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 ACSI has incurred any investment

banking, advisory or other similar fees or obligations in connection with this

Agreement or the transactions contemplated by this Agreement.

(v) Full Disclosure. All representations or warranties of UTEK and ACSI are

true, correct and complete in all material respects to the best of our knowledge

on the date of this Agreement 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 in this Agreement or in the exhibits to this Agreement 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 in this Agreement not misleading in any

material respect in light of the circumstances in which they were made.

2.02 Representations and Warranties of MANAKOA. MANAKOA represents and

warrants to UTEK and ACSI that the facts set forth are true and correct.

(a) Organization. MANAKOA is a corporation duly organized, validly existing

and in good standing under the laws of Nevada, 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.

(b) Authorization. The execution of this Agreement and the consummation of

the Acquisition and the other transactions contemplated by this Agreement have

been duly authorized by the board of directors of MANAKOA; no other corporate

action on MANAKOA's part is necessary in order to execute, deliver, consummate

and perform its obligations hereunder; and it has all requisite corporate and

other authority to execute and deliver this Agreement and consummate the

transactions contemplated by this Agreement.

_____________ shares of common stock with a par value $0.001 per share (MANAKOA

Common Shares); and on the Effective Date of the Acquisition, 30,_________

MANAKOA Shares (which will include the 2,000,000 MANAKOA Shares issued at the

closing of the Acquisition) will be issued and outstanding. All issued and

outstanding MANAKOA Shares 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 by this Agreement will not

violate any obligation to which MANAKOA is a party and will not create a default

hereunder, and this Agreement constitutes a legal, valid and binding obligation

<PAGE>

(d) Binding Effect - continued

of MANAKOA, enforceable in accordance with its terms, except as the enforcement

may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting

creditors' 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

MANAKOA.

(f) No Conflicting Agreements. Neither the execution and delivery of this

Agreement nor the fulfillment of or compliance by MANAKOA with the terms or

provisions of this Agreement will result in a breach of the terms, conditions or

provisions of, or constitute 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 and ACSI'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 MANAKOA or its assets or business.

(h) Financial Statements. The unaudited financial statements of MANAKOA

attached as Exhibit C present fairly its financial position and the results of

its operations on the dates and for the periods shown in this Agreement;

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. MANAKOA 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 MANAKOA except as specifically set forth in the MANAKOA financial

statements.

(i) Full Disclosure. All representations or warranties of MANAKOA are true,

correct and complete in all material respects on the date of this Agreement 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 it in this

Agreement or in the exhibits to this Agreement or any document delivered by it

or on its behalf pursuant to this Agreement contains an untrue statement of

material fact or omits to state all material facts necessary to make the

statements in this Agreement not misleading in any material respect in light of

the circumstances in which they were made.

(j) Compliance with Laws. MANAKOA 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.

<PAGE>

(j) Compliance with Laws - continued

(k) Litigation. There is no suit, action or any arbitration,

administrative, legal or other proceeding of any kind or character, or any

governmental investigation pending or, to the best knowledge of MANAKOA,

threatened against MANAKOA materially affecting its assets or business

(financial or otherwise), and MANAKOA 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, to the knowledge of MANAKOA,

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.

(l) MANAKOA has no knowledge of any existing or threatened occurrence,

action or development that could cause a material adverse effect on MANAKOA or

its business, assets or condition (financial or otherwise) or prospects.

2.03 Investment Representations of UTEK. UTEK represents and warrants to

MANAKOA 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

MANAKOA Shares pursuant to the Acquisition. It is able to bear the economic risk

of the investment in MANAKOA Shares, including the risk of a total loss of the

investment in MANAKOA Shares. The acquisition of MANAKOA Shares is for its own

account and is for investment and not with a view to any. 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 at the present time.

All information that it has supplied to MANAKOA is true and correct. It has

conducted all investigations and due diligence concerning MANAKOA 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 MANAKOA

concerning MANAKOA Shares and the business and financial condition of and

prospects for MANAKOA, and the officers and directors of MANAKOA 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, and the rules and

regulations thereunder.

(b) Stock Transfer Restrictions.

UTEK acknowledges that the MANAKOA Shares will not be registered and UTEK

will not be permitted to sell or otherwise transfer the MANAKOA Shares in any

transaction in contravention of the following legend, which will be imprinted in

substantially the following form on the stock certificate representing MANAKOA

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

PROVISIONS 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 HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS

IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. (Our SEC

counsel requires the above language - as long as we meet the 144 requirements)

<PAGE>

ARTICLE 3

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

respective shareholders and obtain approval of this Agreement. 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 by this Agreement.

3.04 Covenants. Except with the prior written approval of MANAKOA or of

ACSI or UTEK, as the case may be, each party agrees that it will:

(a) Use its good faith efforts to obtain all requisite licenses, permits,

consents, approvals and authorizations necessary in order to consummate the

Acquisition; and

(b) Notify the other parties upon the occurrence of any event which would

have a materially adverse effect upon the Acquisition or the transactions

contemplated by this Agreement or upon the business, assets or results of

operations; and

to the other parties, as necessary or advisable in order to consummate the

Acquisition and the transactions contemplated by this Agreement.

ARTICLE 4

CONDITIONS PRECEDENT

The obligation of the parties to consummate the Acquisition and the

transactions contemplated by this Agreement are subject to the following

conditions, which may be waived to the extent permitted by law :

4.01. Each party must obtain the approval of its board of directors and

such approval shall not have been rescinded or restricted.

4.02. Each party shall obtain all requisite licenses, permits, consents,

authorizations and approvals required to complete the Acquisition and the

transactions contemplated by this Agreement.

4.03. 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 by this Agreement or challenge

the right, title and interest of UTEK in the ACSI Shares or the right of ACSI or

UTEK to consummate the Acquisition contemplated hereunder.

4.04. The representations and warranties of the parties shall be true and

correct in all material respects at the Effective Date.

4.05. The Technology and Intellectual Property shall have been prosecuted

in good faith with reasonable diligence.

<PAGE>

CONDITIONS PRECEDENT - continued

4.06. The License Agreement Consulting Agreement shall have been executed

and delivered by all parties thereto and, to the best knowledge of UTEK and

ACSI, each of such agreements shall be valid and in full force and effect

without any default under such agreement.

4.07. MANAKOA shall have received, at or within 5 days of Closing Date,

each of the following:

(a) the stock certificates representing the ACSI Shares, duly endorsed (or

accompanied by duly executed stock powers) by UTEK for cancellation;

(b) all documentation relating to ACSI's business, all in a form and

substance satisfactory to MANAKOA;

ACSI's business as MANAKOA may reasonably request;

(d) copies of the general ledgers and books of account of ACSI, and all

federal, state and local income, franchise, property and other tax returns filed

by ACSI since the inception of ACSI;

(e) 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 ACSI

in Florida;

(f) the original corporate minute books of ACSI, including the articles of

incorporation and bylaws of ACSI, and all other documents filed pursuant to this

Agreement;

(g) all consents, assignments or related documents of conveyance to give

MANAKOA the benefit of the transactions contemplated hereunder;

(h) such documents as may be needed to accomplish the Closing under the

corporate laws of the states of incorporation of MANAKOA and ACSI, and

(i) such other documents, instruments or certificates as MANAKOA, or their

counsel may reasonably request.

4.08. MANAKOA shall have completed its due diligence investigation of ACSI

to MANAKOA's satisfaction in its sole discretion.

4.09. MANAKOA shall receive the resignation effective the Closing Date of

each director and officer of ACSI.

ARTICLE 5

LIMITATIONS

5.01. Survival of Representations and Warranties.

(a) The representations and warranties made by UTEK and ACSI shall survive

for a period of 1 year after the 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.

<PAGE>

LIMITATIONS - continued

(b) The representations and warranties made by MANAKOA shall survive for a

period of 1 year after the 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.

5.02 Limitations on Liability. Notwithstanding any other provision to this

Agreement the contrary, neither party to this Agreement shall be liable to the

other party for any cost, damage, expense, liability or loss until after the sum

of all amounts individually when added to all other such amounts in the

aggregate exceeds $1,000.

ARTICLE 6

REMEDIES

6.01 Specific Performance. Each party's obligations under this Agreement

are 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, a 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.

ARTICLE 7

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 to this

Agreement, 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 of this Agreement, 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, unless the parties mutually agree to the contrary such arbitration shall

be conducted in Tampa, Florida. 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

MANAKOA, one by UTEK and a third by the two selected arbitrators. The third

arbitrator shall be the chairman of the panel.

ARTICLE 8

MISCELLANEOUS

8.01. No party may assign this Agreement or any right or obligation of it

hereunder without the prior written consent of the other parties to this

Agreement. No permitted assignment shall relieve a party of its obligations

under this Agreement without the separate written consent of the other parties.

<PAGE>

MISCELLANEOUS - continued

8.02. This Agreement shall be binding upon and inure to the benefit of the

parties and their respective permitted successors and assigns.

8.03. 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.

8.04. This Agreement shall be governed by and construct in accordance with

the laws of the State of Washington without regard to the choice of law or

conflict of laws principles thereof.

8.05. This document constitutes a complete and entire agreement among the

parties with reference to the subject matters set forth in this Agreement. No

statement or agreement, oral or written, made prior to or at the execution of

this Agreement and no prior course of dealing or practice by either party shall

vary or modify the terms set forth in this Agreement without the prior consent

of the other parties to this Agreement. This Agreement may be amended only by a

written document signed by the parties.

8.06. Notices or other communications required to be made in connection

with this Agreement shall be deemed given when sent by U.S. mail, certified,

return receipt requested, personally delivered or sent by express delivery

service and delivered to the parties at the addresses set forth below or at such

other address as may be changed from time to time by giving written notice to

the other parties.

8.07. The invalidity or unenforceability of any provision of this Agreement

shall not affect the validity or enforceability of any other provision of this

Agreement.

8.08. This Agreement may be executed in multiple counterparts, each of

which shall constitute one and a single Agreement.

8.09 Any facsimile signature of any part to this Agreement or to any other

agreement or document executed in connection of this Agreement should constitute

a legal, valid and binding execution by such parties.

MANAKOA SERVICES CORPORATION ADVANCED CYBER SECURITY, INC.

By: /s/ Dr. Robert Williams By: /s/ Joel Edelson

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

Dr. Robert Williams, Joel Edelson

Chief Executive Officer President

Address: Address:

7203 Deschutes Avenue 202 South Wheeler Street

Kennewick, Washington 99336 Plant City, Florida 33563

Date: _________________________ Date: _________________________

UTEK CORPORATION

<PAGE>

Signatured - continued

By: /s/ Clifford M. Gross, Ph.D.

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

Clifford M. Gross, Ph.D.

Chief Executive Officer

Address:

202 South Wheeler Street

Plant City, Florida 33563

Date: _________________________

<PAGE>

Plam of Acquisition

EXHIBIT A

Outstanding Agreements

License Agreement from Pacific Northwest National Laboratory

and

Consulting Agreement with Pacific Northwest National Laboratory

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

LICENSE AGREEMENT NO. 515074

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

BETWEEN

BATTELLE MEMORIAL INSTITUTE

AND

ADVANCED CYBER SECURITY, INC.

August 2004

<PAGE>

LICENSE AGREEMENT

THIS AGREEMENT made and entered into at Richland, Washington, by and between

Advanced Cyber Security, Inc., a wholly owned subsidiary of UTEK Corporation,

having a principal place of business in Plant City, Florida, herein called

"LICENSEE", and Battelle Memorial Institute, having a place of business in

Richland, Washington, herein called "BATTELLE". This Agreement is effective on

the date affixed hereto by the party last signing this Agreement (the "Effective

Date").

WITNESSETH THAT:

WHEREAS, BATTELLE has certain rights in inventions and copyrightable software

relating to training and simulation of system administrators for cyber threats

and vulnerabilities;

WHEREAS, LICENSEE recognizes that BATTELLE owns inventions and intellectual

property useful in the conduct of LICENSEE's business; and

WHEREAS, LICENSEE recognizes that its anticipated business activity will

encompass the practice of technology that requires a license under copyrights

and patents owned or controlled by BATTELLE; and

WHEREAS, LICENSEE wishes to acquire the right to practice the inventions of such

copyrightable software and patents.

NOW, THEREFORE in consideration of the mutual covenants herein contained and

intending to be legally bound hereby, the parties agree as follows:

1. DEFINITIONS

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

As used herein, the following terms shall have the meanings set forth below:

A. AFFILIATE or AFFILIATES means any entity that controls, is controlled by,

or is under common control of LICENSEE where control consists of ownership

of at least twenty-five percent (25%) of the outstanding voting securities

or other ownership interest of the entity.

B. DERIVATIVE WORKS shall mean a work that is based on one or more

pre-existing versions of the SOFTWARE and that, if prepared without

BATTELLE's permission, would constitute a copyright infringement. It is

expressly understood that LICENSEE may offer the SOFTWARE in connection

with other products and services and that such products and services shall

not constitute DERIVATIVE WORKS by reason of being offered in connection

with the SOFTWARE.

C. INVENTION means the following BATTELLE invention report: (i) Invention

Report No. 13562-E*, "Synthetic Computer Network Traffic Generator

(TrafficBot)" (Drop dead patent filing date February 1, 2005)

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

*This INVENTION arose under U.S. Government funding and is included herein

only until such time that a patent application is filed or a PATENT is

issued on such INVENTION, at which time such patent application or issued

PATENT shall be included in the definition of the term "PATENT" set forth

in Paragraph 1H.

<PAGE>

DEFINITIONS - continued

D. LICENSED FIELD means, and is limited to, the use of the SOFTWARE and

PATENTS to train and certify personnel to enable such personnel to perform

testing and assessment of enterprise vulnerabilities.

E. (i) LICENSED PRODUCT NO. 1 means any and all products incorporating or

services utilizing the SOFTWARE identified as SAST (12671-E) and DERIVATIVE

WORKS based on the SOFTWARE identified as SAST, or any portion thereof.

(ii) LICENSED PRODUCT NO. 2 means any and all products incorporating or

services utilizing the PATENTS, the SOFTWARE identified as CAT (12669-E)

and TrafficBot (13562-E), and DERIVATIVE WORKS based on the SOFTWARE

identified as CAT and TrafficBot, or any portion thereof singly or in

combination.

(iii) LICENSED PRODUCT NO. 1 and LICENSED PRODUCT NO. 2 shall herein

collectively be known as LICENSED PRODUCT(S) when no distinction is

desired.

F. LICENSED TERRITORY shall be world wide.

G. NET SALES REVENUE means all non-refundable revenues actually received by

LICENSEE and AFFILIATES from the sale, rental, licensing, transfer, or

other disposition of LICENSED PRODUCTS without deduction, excluding (a) any

sales taxes, VAT, customs duties, excise taxes, import fees, export fees,

costs of collection and related litigation expenses, (b) any documented

returns, demonstration copies of LICENSED PRODUCTS used for sales purposes

only, and the cost of warranty work, and (c) amounts received from

SUBLICENSEES that are not AFFILIATES on which LICENSEE has made or is

obligated to make a fifty percent (50%) payment to BATTELLE pursuant to

Paragraph 10D.

H. PATENT or PATENTS means any patent applications and the resulting issued

patents filed on the INVENTION, including all divisions, continuations,

reissues, substitutes, and extensions thereof, together with all foreign

counterparts. At the time of this Agreement, there are no PATENTS, but the

parties anticipate there will be PATENTS in the future, at which time such

PATENTS and patent applications will be listed herein.

I. SOFTWARE means the following in object code only, including any

documentation in printed or electronic form:

(i) Coordinated Attack Tool (CAT), Version 1.0* (12669-E)

(ii) Systems Administrator Simulation Trainer (SAST), Version 1.0*

(12671-E)

(iii) Synthetic Computer Network Traffic Generator (TrafficBot), Version

1.0* (13562-E)

-----------

* This SOFTWARE arose under U.S. Government funding.

J. SUBLICENSEE shall mean any third party whom LICENSEE licenses to make, have

made, use and sell LICENSED PRODUCTS to END USERS under the terms and

conditions set forth herein, and to END USERS under a separate END USER

license agreement.

K. TOTAL ANNUAL REVENUE means the sum of all gross income of any kind and from

any source derived by LICENSEE and AFFILIATES in a calendar year, minus

payments made by LICENSEE to BATTELLE under the provisions of Paragraphs

<PAGE>

DEFINITIONS - continued

10D and 10E, and shall include income not recognized for income tax

purposes.

L. END USER shall mean a party to whom LICENSEE or SUBLICENSEE(S) (as defined

in 1K) provides a copy of the SOFTWARE object code under the terms of a

separate END USER license agreement.

M. The word "use" means any form of utilization of SOFTWARE or any portion

thereof including, but not limited to, copying the SOFTWARE from any media

into equipment for processing, utilizing the SOFTWARE in printed form, or

distributing and using the SOFTWARE by means of the Internet or any

broadcast medium.

2. PATENT LICENSE

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

A. BATTELLE hereby grants to LICENSEE, to the extent of the LICENSED FIELD and

LICENSED TERRITORY, a nonexclusive license to make, have made, use and sell

LICENSED PRODUCT NO. 2 falling within the claims of the PATENTS.

B. If BATTELLE does not file a patent application by the drop dead patent

filing date as noted in Paragraph 1C on the INVENTION, or if a patent

application is abandoned on the INVENTION, then the PATENT License of

Paragraph 2A shall terminate, and any information of BATTELLE's related to

the INVENTION or patent application shall become public information.

C. The license granted pursuant to Paragraph A hereof shall be subject to any

rights the Government of the United States of America may presently have or

may assert in the future for any reason including, but not limited to,

those rights set forth in 35 USC ss.202 and ss.203 and 37 C.F.R. 401 et

seq.

3. SOFTWARE LICENSE

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

A. BATTELLE hereby grants to LICENSEE, in the LICENSED FIELD and LICENSED

TERRITORY, an exclusive license under any BATTELLE copyrights, or any other

BATTELLE intellectual property rights necessary to prepare DERIVATIVE WORKS

based on the SOFTWARE identified as SAST (12671-E), and to reproduce, use,

modify, perform publicly, display publicly, license and distribute LICENSED

PRODUCT NO. 1.

B. BATTELLE hereby grants to LICENSEE, in the LICENSED FIELD and LICENSED

TERRITORY, a nonexclusive license under any BATTELLE copyrights, or any

other BATTELLE intellectual property rights necessary to prepare DERIVATIVE

WORKS based on the SOFTWARE identified as CAT (12669-E) and Traff

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