<PAGE>
Exhibit 10.46
LAURUS MASTER FUND, LTD. - UTEK CORPORATION
STRATEGIC ALLIANCE & CONFIDENTIALITY AGREEMENT
This AGREEMENT is made and effective this
January 13, 2004 by and between UTEK
CORPORATION ("UTEK), offices located at 202
South Wheeler Street, Plant City,
Florida 33563 and Laurus Master Fund, Ltd.
("LAURUS") offices located at 825
Third Ave, 14th Floor, New York, NY
10022.
The parties hereto agree as follows:
1.
LAURUS seeks to offer value added services, such as technology
outsourcing, to its current and prospective portfolio companies
(the
"LAURUS Portfolio Companies").
2. UTEK
is in the business of identifying and arranging for the
licensing
and transfer of technologies owned by universities, Federal
Laboratories and other organizations ("Proprietary Technology") to
both
public and private companies that can utilize these technologies
to
bring new products to the marketplace.
3.
Within forty five (45) days of the date hereof, UTEK will hire
an
individual ("UTEK Employee"), at its own expense, to work out of
the
LAURUS office in New York. UTEK Employee will be engaged solely
by
UTEK, and not as an agent or employee of LAURUS. The UTEK Employee
will
report to UTEK in all matters regarding performance of his/her
duties
which will include, but not be limited to forming consulting
engagements with Laurus Portfolio Companies (at its sole discretion
and
upon terms it finds favorable in order to facilitate and
arrange
potential Proprietary Technology acquisitions by Laurus
Portfolio
Companies.
4. In
order to facilitate the strategic alliance set forth herein,
LAURUS
will assist UTEK Employee by (i) providing or facilitating
introductions to such CEO's or other executive management of
LAURUS'
Portfolio Companies, as LAURUS shall determine in its sole
discretion
and (ii) providing office space, telephone, and internet service
for
UTEK Employee within LAURUS' offices at LAURUS' own expense.
UTEK
Employee shall execute and deliver a Nondisclosure,
Non-Circumvention,
Non-Solicitation and Confidentiality Agreement in form and
substance
acceptable to LAURUS as a precondition (iii) to being given access
to
office space at LAURUS and (iv) to being introduced to any
proprietary
or confidential information pertaining to LAURUS or the business
of
LAURUS as it is currently conducted or may be conducted in the
future.
5. In
consideration for this Strategic Alliance, UTEK will pay LAURUS
a
five (5) percent success fee (the "Success Fee"), in like kind, on
all
gross consideration received by UTEK for all consulting
engagements,
subsequent technology licenses and transfers or other
remuneration
received by UTEK in respect of transactions contemplated hereunder
with
LAURUS Portfolio Companies (each, a "UTEK SALE"), while this
contract
is in effect. All cash Success Fees due and payable to LAURUS
hereunder, shall be paid to LAURUS within 30 days following
UTEK's
receiving cash compensation for such UTEK Sale to a LAURUS
Portfolio
Company. All Success Fees payable to LAURUS in capital stock shall
be
deemed paid to LAURUS upon the vesting of UTEK's in
