for stock exchange under an "Agreement and Plan of Acquisition." The consideration to be paid by AVDU to UTK will be based upon a markup to the value of the license and other assets in the subsidiary as determined by UTK and agreed to by both parties. Compensation: In consideration for providing these Services, AVDU shall pay UTK $120,000 worth of unregistered shares of common stock (31,413 shares) upon the execution of this Strategic Alliance Agreement. 1/12th of the shares (2,617) shall vest each month during the term of this Agreement. If this Agreement is terminated any unvested shares will be returned to AVDU. Both AVDU and UTK will cover their own out-of-pocket expenses incurred during the performance of this Strategic Alliance Agreement. Approved by: /s/ Clifford M. Gross /s/ Benjamin C. Croxton UTEK Corporation World Energy Solutions Clifford M. Gross, Ph.D. Benjamin C. Croxton Chief Executive Officer Chief Executive Officer Date: September 9, 2005 Date: September 9, 2005