Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QFisjxAK0EiKR9md6oEtd3WV1dSjmKYhC25sS/uKbxExCv1mh2R+XaC4noOSZKZs ptCrh4rtbT88pA5rOkxNsg== 0001193125-07-252119.txt : 20071121 0001193125-07-252119.hdr.sgml : 20071121 20071121151607 ACCESSION NUMBER: 0001193125-07-252119 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20071121 DATE AS OF CHANGE: 20071121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANAKOA SERVICES CORP CENTRAL INDEX KEY: 0001091967 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 880440528 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78605 FILM NUMBER: 071263206 BUSINESS ADDRESS: STREET 1: 7203 W. DESCHUTES AVENUE STREET 2: SUITE B CITY: KENNEWICK STATE: WA ZIP: 99336 BUSINESS PHONE: 509736-7000 MAIL ADDRESS: STREET 1: 7203 W. DESCHUTES AVENUE STREET 2: SUITE B CITY: KENNEWICK STATE: WA ZIP: 99336 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC IDENTIFICATION INC DATE OF NAME CHANGE: 20000308 FORMER COMPANY: FORMER CONFORMED NAME: GIRNE ACQUISITION CORP DATE OF NAME CHANGE: 19990728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UTEK CORP CENTRAL INDEX KEY: 0001098482 IRS NUMBER: 563603677 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2109 PALM AVENUE CITY: TAMPA STATE: FL ZIP: 33605 BUSINESS PHONE: 8137544330 MAIL ADDRESS: STREET 1: 2109 PALM AVENUE CITY: TAMPA STATE: FL ZIP: 33605 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

MANAKOA SERVICES COMPANY

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

561721101

(CUSIP Number)

Carole Wright

UTEK Corporation

2109 E. Palm Avenue

Tampa, FL 33605

813-754-4330

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 16, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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CUSIP No. 561721101


1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) UTEK CORPORATION 59-3603677
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization: Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 134,466,182*
		8. Shared Voting Power
		9. Sole Dispositive Power 134,466,182*
		10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 134,466,182*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 72.37%*
14.	Type of Reporting Person (See Instructions) CO

As of November 16, 2007, UTEK was the record owner of 7,799,515 shares of common stock of Manakoa Services Company, the record owner of 95,000 shares of Series A convertible preferred stock of Manakoa Services Company that would be convertible after January 4, 2008 into approximately 126,666,667 shares of Manakoa Services Company common stock assuming that the average of the closing prices for the Manakoa Services Company common stock for the 10 trading days prior to the conversions of the stock was $.03 per share, which was the market price of the common stock on November 16, 2007. All of such shares of common stock (134,466,182 shares) would constitute approximately 72.37% of the 185,812,521 shares of common stock that would be outstanding after the conversion of such convertible preferred stock (based on the number of shares outstanding as contained in the most recently available filings with the Commission by Manakoa Services Company). UTEK has the sole power to vote and dispose of all of such shares.

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CUSIP No. 561721101

Item 1.

Security and Issuer

The class of equity security to which this statement relates is the common stock, par value $.001 per share (the “Common Stock”), of Manakoa Services Company, a Nevada corporation. The address of the principal executive offices of Manakoa Services Company is 7203 W. Deschutes Avenue, Suite B, Kennewick, WA 99336

Item 2.

Identity and Background

This statement on Schedule 13D (this “Statement”) is being filed by UTEK Corporation, a Delaware corporation (“UTEK”). UTEK is a publicly-held specialty finance company focused on technology transfers. UTEK's services enable companies to acquire innovative technologies from universities and research laboratories worldwide. UTEK facilitates the identification and acquisition of external technologies for clients in exchange for their equity securities. In addition, UTEK offers companies the tools to search, analyze and manage university intellectual properties. UTEK is a business development company with operations in the United States, United Kingdom and Israel. UTEK’s principal business office is located at 2109 E. Palm Avenue, Tampa, Florida 33605.

To the best of UTEK’s knowledge as of the date hereof, set forth in Schedule I to this Schedule 13D and incorporated herein by reference is the following information with respect to each director and executive officer of UTEK:

(1) name;

(2) business address;

(3) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(4) citizenship.

During the last five years, neither UTEK nor, to the best of UTEK’s knowledge, any of its directors or executive officers has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

On April 5, 2004 UTEK entered into a Strategic Alliance Agreement with Manakoa Services Company, pursuant to which UTEK agreed to perform certain services for Manakoa Services Company during the subsequent 12-month period, relating to the identification and acquisition of new technology, in consideration of a payment of 150,000 shares of the common stock of Manakoa Services Company. Such shares were delivered in advance and earned ratably over the 12-month period.

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CUSIP No. 561721101

On August 4, 2004, UTEK entered into an Agreement and Plan of Acquisition pursuant to which it received 1,900,000 shares of common stock of Manakoa Services Company in connection with the sale its wholly-owned subsidiary, Advanced Cyber Security, Inc. (“ACS”), to Manakoa Services Company. At the time of the sale, ACS held $200,000 in technology licensed from Battelle Northwest.

On September 24, 2004, UTEK received 500,000 shares of common stock in a private placement transaction with Manakoa Services Company.

June 30, 2005, UTEK entered into an Agreement and Plan of Acquisition pursuant to which it received 5,097,561 shares of common stock of Manakoa Services Company in connection with the sale its wholly-owned subsidiary, Vigilant Network Technologies, Inc. (“VNT”), to Manakoa Services Company. At the time of the sale, VNT held $580,000 in cash and technology licensed from The University of California.

On June 14, 2006 UTEK entered into a Strategic Alliance Agreement with Manakoa Services Company, pursuant to which UTEK agreed to perform certain services for Manakoa Services Company during the subsequent 12-month period, relating to the identification and acquisition of new technology, in consideration of a payment of 923,077 shares of the common stock of Manakoa Services Company. shares were delivered in advance and earned ratably over the 12-month period. The agreement was subsequently cancelled on April 23, 2007 and the 133,591 unearned shares were returned to Manakoa.

On January 4, 2007, UTEK entered into an Agreement and Plan of Acquisition pursuant to which it received 95,000 shares of Series A convertible preferred stock of Manakoa Services Company in connection with the sale its wholly-owned subsidiary, Infinite Identification Technologies, Inc. (“IIT”), to Manakoa Services Company. At the time of the sale, IIT held $400,000 in cash and technology licensed from Los Alamos National Laboratory. The 95,000 shares of Series A preferred stock are convertible into $3,800,000 worth of common shares of Manakoa Services Company at the option of UTEK at any time after January 4, 2008 with such stock being valued based on the average of the closing prices for the Manakoa Services Company common stock for the 10 trading days prior to the conversion of the stock.

UTEK has no present plans or proposals relating to Manakoa Services Company which relate to or would result in:

(a)	The acquisition by any person of additional securities of Manakoa Services Company;

(b)	An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Manakoa Services Company or any of its subsidiaries;

(c)	A sale or transfer of a material amount of assets of Manakoa Services Company or any of its subsidiaries;

(d)	Any change in the present board of directors or management of Manakoa Services Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

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CUSIP No. 561721101

(e)	Any material change in the present capitalization or dividend policy of Manakoa Services Company;

(f)

Any other material change in Manakoa Services Company’s business or corporate structure including but not limited to, if Manakoa Services Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

(g)	Changes in Manakoa Services Company’ charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Manakoa Services Company by any person;

(h)	Causing a class of securities of Manakoa Services Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)	A class of equity securities of Manakoa Services Company becoming eligible for termination of registration pursuant to Section 12(g)(4)of the Act; or

(j)	Any action similar to any of those enumerated above.

UTEK intends to sell the shares of common stock it presently holds, and those into which it converts the preferred stock of Manakoa Services Company in the future, as permitted under SEC Rule 144 and as market conditions permit.

Item 4.

Purpose of Transaction

See Item 3 above.

Item 5.

Interest in Securities of Manakoa Services Company

As of November 16, 2007, UTEK was the record owner of 7,799,515 shares of common stock of Manakoa Services Company and the record owner of 95,000 shares of Series A convertible preferred stock of Manakoa Services Company that would be convertible after January 4, 2008 into approximately 126,666,667 shares of Manakoa Services Company common stock assuming that the average of the closing prices for the Manakoa Services Company common stock for the 10 trading days prior to the conversions of the stock was $0.03 per share, which was the market price of the common stock on November 16, 2007. All of such shares of common stock (134,466,182 shares) would constitute approximately 72.37% of the 185,812,521 shares of common stock that would be outstanding after the conversion of such convertible preferred stock (based on the number of shares outstanding as contained in the most recently available filings with the Commission by Manakoa Services Company). UTEK has the sole power to vote and dispose of all of such shares. UTEK has the sole power to vote and dispose of all of such shares.

In the past 60 days, there were no transactions in the shares of Manakoa Services Company by UTEK or any of its officers or directors.

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CUSIP No. 561721101

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Manakoa Services Company

There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of Manakoa Services Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.

Material to Be Filed as Exhibits

The following documents are attached hereto as exhibits:

Exhibit No.:


7.1		Strategic Alliance Agreement between UTEK Corporation and Manakoa Services Company, Inc., dated April 5, 2004.

7.2		Agreement and Plan of Acquisition, dated August 4, 2004, among Advanced Cyber Security, Inc., UTEK Corporation and Manakoa Services Company, Inc.

7.3		Private Placement Memorandum between UTEK Corporation and Manakoa Services Company.

7.4		Agreement and Plan of Acquisition, dated June 30, 2005, among Vigilant Network Technologies, Inc., UTEK Corporation and Manakoa Services Company, Inc.

7.5		Strategic Alliance Agreement between UTEK Corporation and Manakoa Services Company, Inc., dated June 14, 2006.

7.6		Agreement and Plan of Acquisition between Infinite Identification Technologies, Inc., UTEK Corporation, and Manakoa Services Corporation, dated January 4, 2007.

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CUSIP No. 561721101

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 21, 2007

/s/ Carole R. Wright, CFO

Signature

Carole R. Wright, CFO

Name/Title

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CUSIP No. 561721101

SCHEDULE I


NAME	WORK ADDRESS	OCCUPATION	CITIZENSHIP
Stuart Brooks, M.D.	University of South Florida 13201 Bruce B. Downs Blvd. Tampa, FL 33612	Professor of Medicine & Director of NIOSH Education & Research Center at USF	US

Arthur Chapnik	500 East 77^th Street, #1826 New York, NY 10162	President, Harrison McJade & Co., Ltd.	US

Clifford M. Gross, Ph.D.	UTEK Corporation 2109 E. Palm Avenue Tampa, FL 33605	Chairman & Chief Executive Officer of UTEK	US

Kwabena Gyimah-Brempong	USF – Economics Dept. 4202 E. Fowler Avenue, BSN3403 Tampa, FL 33620	Chairman & Professor of Economics USF School of Business	US

Holly Callen Hamilton	Callen & Associates Financial Assoc. 7903 Wyoming Court Minneapolis, MN 55438	President, Callen & Associates Financial Services, Inc.	US

Rt. Hon. Francis Maude	25 Victoria Street London, SW1H 0DL United Kingdom	Member of Parliament and Chairman of the Conservative Party	United Kingdom

John J. Micek III, J.D.	300 Hamilton Avenue, 4^th Floor Palo Alto, CA 94301	Managing Director, Silicon Prairie Partners, LP	US

Sam I. Reiber, J.D.	2109 E. Palm Avenue Tampa, FL 33605	Attorney at Law (VP and General Counsel for UTEK)	US

Keith A. Witter, J.D.	423 3^rd Avenue SE Rochester, MN 55904	President, FFP Investment Advisors, Inc.	US

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EX-7.1 2 dex71.htm STRATEGIC ALLIANCE AGREEMENT Strategic Alliance Agreement

Exhibit 7.1

LOGO

STRATEGIC ALLIANCE AGREEMENT

This Strategic Alliance Agreement is made and entered into this 5^th day of April 2004, by and between Utek Corporation (“UTK”), 202 South Wheeler Street, Plant City, Florida 33566, a Delaware Corporation, and Manakoa Services Company (“MKOS”), 7203 W. Deschutes Avenue, Suite B, Kennewick, WA 99336 a Nevada Corporation.

WITNESSETH:

WHEREAS, MKOS desires to engage UTK to provide the services as set forth in this Agreement, and

WHEREAS, UTK is agreeable to provide these services.

NOW THEREFORE, in consideration of the mutual promise made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

I. ENGAGEMENT

MKOS hereby retains UTK to provide those services as defined herein and UTK hereby agrees to the appointment on the terms and conditions hereinafter set forth and agrees to use commercially reasonable efforts in providing said services.

II. INDEPENDENT CONTRACTOR

UTK shall be, and in all respects be deemed to be, an independent contractor in the performance of its duties hereunder.

MKOS shall be solely responsible for making all payments to and on behalf of its employees and UTK shall in no event be liable for any debts or other liabilities of

UTK shall not have or be deemed to have, fiduciary obligations or duties to, and shall be able to pursue, conduct and carry on for its own account (or for the account of others) such activities, ventures, businesses and other pursuits as UTK in its sole, absolute and unfettered discretion, may elect.

Notwithstanding the above, no activity, venture, business or other pursuit of UTK, during the term of this Agreement shall conflict with UTK’s obligations under this Agreement.

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III. SERVICES

UTK agrees to provide the following services, hereinafter collectively referred to as “Services”:

SEE “CONFIDENTIAL TERM SHEET” (EXHIBIT A) ATTACHED AND MADE A PART HEREOF.

UTK shall devote such time and efforts, as it deems commercially reasonable, under the circumstances to the affairs of MKOS, as is reasonable and adequate to render the Services contemplated by this Agreement.

UTK cannot guarantee results on behalf of MKOS, but shall pursue all reasonable avenues available through its network of contacts. The acceptance and consumption of any transaction is subject to acceptance of the terms and conditions by in its sole discretion.

In conjunction with the Services, UTK agrees to:

Make itself available at the offices of MKOS or at another mutually agreed upon place, during normal business hours, for reasonable periods of time, subject to reasonable advance notice and mutually convenient scheduling.

Make itself available for telephone conferences with the principal officer(s) of COMPANY during normal business hours.

IV. EXPENSES

It is expressly agreed and understood that each party shall be responsible for its own normal and reasonable out-of-pocket expenses.

V. COMPENSATION

In consideration for the services, MKOS agrees that UTK shall be entitled to compensation as follows:

SEE STRATEGIC ALLIANCE CONFIDENTIAL TERM SHEET (EXHIBIT A) ATTACHED AND MADE A PART HEREOF.

VI. TERM AND TERMINATION

The term of the Agreement will be for 12 months unless terminated sooner.

This Agreement may be renewed upon mutual, written agreement of the parties.

Either party may terminate this agreement at any time with 60 days written notice.

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VII. LEGAL COMPLIANCE

MKOS agrees that it will put in place, if it has not already done so, policies and procedures relating to and addressing, with the commercially reasonable intent to ensure compliance with, applicable securities laws, rules and regulations, including, but not limited to:

The use, release or other publication of forward-looking statements.

Disclosure requirements regarding the required disclosure of the nature and terms of UTK’s relationship with, including, but not limited to press releases, publications on its web site, letters to investors and telephone or other personal communication with potential or current investors.

No press releases or any other forms of communication to third parties, which mention both UTK CORPORATION and COMPANY, shall be released without the prior written consent and approval of both UTK and COMPANY.

EXECUTION. The execution, delivery and performance of this Agreement, in the time and manner herein specified will not conflict with, result in a breach of, or constitute a default under any existing agreement, indenture, or other instrument to which either COMPANY or UTK is a party or by which either entity may be bound or affected.

TIMELY APPRISALS. COMPANY shall use its commercially reasonable efforts to keep UTK up to date and apprised of all business, market and legal developments related to and its relationship to UTK.

CORPORATE AUTHORITY. Both COMPANY and UTK have full legal authority to enter into this Agreement and perform the same in the time and manner contemplated.

The individuals whose signatures appear below are authorized to sign this Agreement on behalf of their respective corporations.

MKOS will cooperate with UTK and will promptly provide UTK with all pertinent materials and requested information in order for UTK to perform its Services pursuant to this Agreement.

When delivered, the shares of COMPANY Common Stock shall be duly and validly issued, fully paid and non-assessable.

UTK represents to MKOS that a) it has the experience as may be necessary to perform all the required, b) all Services will be performed in a professional manner, and c) all individuals it provides to perform the Services will be appropriately qualified and subject to appropriate agreements concerning the protection of trade secrets and confidential information of which such persons may have access to over the term of this Agreement.

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Until termination of the engagement, MKOS will notify UTK promptly of the occurrence of any event, which might materially affect the condition (financial or otherwise), or prospects of COMPANY.

VIII. CONFIDENTIAL DATA

UTK shall not divulge to others, any trade secret or confidential information, knowledge, or data concerning or pertaining to the business and affairs of MKOS, obtained by UTK as a result of its engagement hereunder, unless authorized, in writing by MKOS. UTK represents and warrants that it has established appropriate internal procedures for protecting the trade secrets and confidential information of, MKOS including, without limitation, restrictions on disclosure of such information to employees and other persons who may be engaged in such information to employees and other persons who may be engaged in rendering services to any person, firm or entity which may be a competitor of.

MKOS shall not divulge to others, any trade secret or confidential information, knowledge, or data concerning or pertaining to the business and affairs of UTK obtained as a result of its engagement hereunder, unless authorized, in writing, by UTK.

UTK shall not be required in the performance of its duties to divulge to MKOS, or any officer, director, agent or employee of MKOS, any secret or confidential information, knowledge, or data concerning any other person, firm or entity (including, but not limited to, any such person, firm or entity which may be a competitor or potential competitor of) which UTK may have or be able to obtain other than as a result of the relationship established by this Agreement.

IX. OTHER MATERIAL TERMS AND CONDITIONS

INDEMNITY.

UTK shall indemnify, defend and hold harmless MKOS from and against any and all losses incurred by MKOS which arise out of or result from misrepresentation, breach of warranty or breach or non- fulfillment of any covenant contained herein or Schedules annexed hereto or in any other documents or instruments furnished by UTK pursuant hereto or in connection with this Agreement.

MKOS shall indemnify, defend and hold harmless UTK from and against any and all losses incurred by UTK which arise out of or result from misrepresentation, breach of warranty or breach or non-fulfillment of any covenant contained herein or Schedules annexed hereto or in any other documents or instruments furnished by MKOS pursuant hereto or in connection with this Agreement.

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PROVISIONS. Neither termination nor completion of the assignment shall affect the provisions of this Agreement, and the Indemnification Provisions that are incorporated herein, which shall remain operative and in full force and effect.

ADDITIONAL INSTRUMENTS. Each of the parties shall from time to time, at the request of others, execute, acknowledge and deliver to the other party any and all further instruments that may be reasonably required to give full effect and force to the provisions of this Agreement.

ENTIRE AGREEMENT. Each of the parties hereby covenants that this Agreement, is intended to and does contain and embody herein all of the understandings and agreements, both written or oral, of the parties hereby with respect to the subject matter of this Agreement, and that there exists no oral agreement or understanding expressed or implied liability, whereby the absolute, final and unconditional character and nature of this Agreement shall be in any way invalidated, empowered or affected. There are no representations, warranties or covenants other than those set forth herein.

ASSIGNMENTS. The benefits of the Agreement shall inure to the respective successors and assignees of the parties and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns; provided that the rights and obligations of UTK under this Agreement may not be assigned or delegated without the prior written consent of COMPANY and any such purported assignment shall be null and void. Notwithstanding the foregoing, UTK may assign this Agreement or any portion of its Compensation as outlined herein to its subsidiaries in its sole discretion.

ORIGINALS. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original and constitute one and the same agreement.

ADDRESSES OF PARTIES. Each party shall at all times keep the other informed of its principal place of business if different from that stated herein, and shall promptly notify the other of any change, giving the address of the new place of business or residence.

NOTICES. All notices that are required to be or may be sent pursuant to the provision of this Agreement shall be sent by certified mail, return receipt requested, or by overnight package delivery service to each of the parties at the addresses appearing herein, and shall count from the date of mailing or the validated air bill.

MODIFICATION AND WAVIER. A modification or waiver of any of the provisions of this Agreement shall be effective only if made in writing and executed with the same formality as this Agreement. The failure of any party to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature or of any other nature.

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INJUNCTIVE RELIEF. Solely by virtue of their respective execution of this Agreement and in consideration for the mutual covenants of each other, MKOS and UTK hereby agree, consent and acknowledge that, in the event of a breach of any material term of this Agreement, the non-breaching party will be without adequate remedy-at-law and shall therefore, be entitled to immediately redress any material breach of this Agreement by temporary or permanent injunctive or mandatory relief obtained in an action or proceeding instituted in any court of competent jurisdiction without the necessity of proving damages and without prejudice to any other remedies which the non-breaching party may have at law or in equity.

ATTORNEY’S FEES. If any arbitration, litigation, action, suit, or other proceeding is instituted to remedy, prevent or obtain relief from a breach of this Agreement, in relation to a breach of this Agreement or pertaining to a declaration of rights under this Agreement, the prevailing party will recover all such party’s attorneys’ fees incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions there from. As used in this Agreement, attorneys’ fees will be deemed to be the full and actual cost of any legal services actually performed in connection with the matters involved, including those related to any appeal to the enforcement of any judgment calculated on the basis of the usual fee charged by attorneys performing such services.

JURISDICTION. This agreement is subject to Delaware law and arbitration under Delaware law.

APPROVED AND AGREED:


UTEK CORPORATION		MANAKOA SERVICES COMPANY

By:	/s/ Clifford M. Gross	By:	/s/ James C. Katzaroff
	Clifford M. Gross, Ph.D.		James C. Katzaroff
	Chief Executive Officer		Vice President

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Exhibit A

LOGO

CONFIDENTIAL TERM SHEET

PROPOSED STRATEGIC ALLIANCE BETWEEN

UTEK CORPORATION (UTK) AND MANAKOA SERVICES COMPANY, (MKOS)

Statement of Work: To identify technology acquisition opportunities for Manakoa Services Company from research universities and government laboratories. A first step in this process is the development of a Technology Acquisition Profile. Once completed, we will identify and present technologies that meet this profile. While conducting our search we will maintain the confidentiality of MKOS.

Term: The term of the Agreement will be for 12 months unless terminated sooner. This Agreement may be renewed upon mutual, written agreement of the parties. Either party may terminate this agreement at any time with 90 days written notice.

Services: UTK agrees to provide the following distinct services to MKOS:

Identify synergistic new technologies from universities and government laboratories to help provide MKOS with an enhanced new product pipeline.

ii.

Review technology acquisition opportunities for MKOS while maintaining MKOS’s confidentiality.

iii.

Present technology acquisition opportunities for MKOS. MKOS will have 30-days to determine if they want to go forward with the technology license.

iv.

At MKOS’s request and UTK will prepare, and compile additional information regarding the technology acquisition opportunities for MKOS.

At MKOS’s request and upon mutual agreement between MKOS and UTK, UTK will negotiate and seek to acquire a license to the requested technology for subsequent sale and acquisition by MKOS.

vi.

On a case-by-case basis, at MKOS’s request and UTK’s sole discretion, UTK will propose an equity-financing plan for MKOS’s consideration, to finance select technology acquisition opportunities for MKOS.

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vii.

MKOS will not seek to acquire any technologies presented to MKOS by UTK directly from the technology developer for a period of 24 months following the termination of the Strategic Alliance agreement.

COMPENSATION

In consideration for providing these Services, MKOS shall pay UTEK 150,000 unregistered shares of common stock upon the execution of this Strategic Alliance Agreement. 1/12^th of the shares (12,500) shall vest each month during the term of this Agreement. If this Agreement is terminated any unvested shares will be returned to MKOS.


Approved by:

/s/ Clifford M. Gross				/s/ James C. Katzaroff
UTEK Corporation				Manakoa Services Company
Clifford M. Gross, Ph.D. CEO				James C. Katzaroff, Vice President

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EX-7.2 3 dex72.htm AGREEMENT AND PLAN OF ACQUISITION Agreement and Plan of Acquisition

Exhibit 7.2

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.

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.

(c) Capitalization. The authorized capital of ACSI consists of 1,000,000 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:


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.

(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.

(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.

(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.

(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.

(c) Capitalization. The authorized capital of MANAKOA consists of 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 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.

(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 Shares:

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)

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

(c) Not modify its corporate structure, except, upon prior written notice 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.

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;

(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.

(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.

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/ 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:	August 4, 2004	Date:	August 4, 2004

UTEK CORPORATION

By:	/s/ Clifford M. Gross
	Clifford M. Gross, Ph.D.
	Chief Executive Officer

	Address:
	202 South Wheeler Street
	Plant City, Florida 33563

Date:	August 4, 2004

EXHIBIT A

Outstanding Agreements

License Agreement from Pacific Northwest National Laboratory

and

Consulting Agreement with Pacific Northwest National Laboratory

EXHIBIT B

ADVANCED CYBER SECURITY, Inc.

Financial Statements as of

EXHIBIT C

MANAKOA SERVICES CORPORATION

Current Form 10-KSB

For the Fiscal Year Ending December 31, 2003

Including Financial Statements

Filed with SEC

EX-7.3 4 dex73.htm PRIVATE PLACEMENT MEMORANDUM Private Placement Memorandum

Exhibit 7.3


MANAKOA SERVICES CORP.				Private Placement of Stock and Warrants Unit
U.S. Subscription Agreement

MANAKOA SERVICE CORPORATION

500,000 UNIT OFFERING

Each Unit Consisting of One Share of Common Stock and

A Warrant to Purchase One Additional Share of Common Stock

$0.50 per Unit

U.S. Subscription Agreement

The securities being offered and subscribed for hereby are speculative and risky. See, for example, the “Risk Factors” contained in Addendum A. Subscribers must be prepared to bear the economic risk of their investments for an indefinite time period and must be able to withstand a total loss of their investment. The Securities have not been registered under the Securities Act of 1933, as amended (“Securities Act”) or any state or any foreign securities laws. Neither the Securities and Exchange Commission (“SEC”) not any state of foreign regulatory authority has passed upon the accuracy or adequacy of the Form 10-KSB or Form 10-QSB included as Addendum A and Addendum B, respectively, hereto or any other related materials. Neither has any such agency reviewed or endorsed the merits of this Offering. Any representation to the contrary is a criminal offense. The Securities are offered under exemption provided by the Securities Act and certain state securities laws. The Securities are subject to restrictions on transferability and resale and may be transferred or resold only if effectively registered with the SEC under the Securities Act and with any state whose securities laws apply, or under an exemption from registration that is available under those laws. If a holder wishes to transfer of sell Securities under an exemption from registration, the holder must provide to the Company an attorney’s opinion acceptable to the Company that states the reasons why an exceptions from registration is available

No person is authorized to give any information or to make representation not contained in the accompanying materials, and, if any such information or representation is given or made, such information or representation must not be relied upon having been authorized by the Company. The delivery of these materials at any time does not imply that the information contained herein is correct as of any subsequent time. These materials do not purport to be all inclusive or to contain all the information that a potential subscriber may desire in considering the Offering

All potential subscribers will have an opportunity to meet with the representatives of the Company to verify any of the information included in the accompanying materials and to obtain additional information regarding the Offering and the Company. Copies of all documents, contracts, financial statements and other Company records will be made available for inspection at any such meeting or during normal business hours upon request to the Company. Subscribers must acknowledge below that they have read the accompanying materials carefully and thoroughly, they were given the opportunity to obtain additional information, and they did so to their satisfaction. In making an investment decision, investors must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved.


MANAKOA SERVICES CORP.				Private Placement of Stock and Warrants Unit
U.S. Subscription Agreement

Article 1. Subscription

1.1 The undersigned subscriber (“Subscriber”), intending to legally bound, hereby irrevocably subscribes for and agrees to purchase Manakoa Services Corporation, a corporation organized under the laws of the State of Nevada, U.S.A. (the “Company”), the number of Units stated above Subscriber’s signature below. Each Unit consists of one (1) share of the Company’s common stock (a “Share” or “Shares”) and a warrant entitling Subscriber to purchase one (1) additional share of common stock in the form attached hereto as Addendum D. A single warrant shall be issued by the Company covering the total number of shares which Subscriber is entitled to acquire under the terms of the warrant (the “Warrant”).

The Unit price is USD $0.50 per Unit (the “Purchase Price”). The Warrant exercise price is USD $1.10 per share of Company common stock. This subscription is submitted to you in accordance with and subject to the terms and conditions set forth in the Subscription Agreement and pursuant to Rule 506 of Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Shares and Warrant are sometimes referred to herein collectively as the “Securities”.

1.2 Subscriber’s subscription payment, in the form of certified check made payable in the amount of Purchase Price is delivered herewith (unless payment is being wired in accordance with the following instructions) together with two executed copies of the Subscription Agreement. In the event this subscription is not accepted, in whole or in part, by the Company, the full or ratable amount, as the case may be, of the Subscriber’s subscription payment shall be promptly refunded to Subscriber without deduction there from or interest thereon. Wiring instructions are as follow:


To:		Manakoa Services Corporation
		7203 W. Deschutes Ave. Ste B
		Kennewick, Wa. 99336

		Wells Fargo – Kennewick, Wa.

1.3 In the event this subscription is accepted by the Company, in whole or in part, the Company shall deliver to Subscriber a certificate for the Shares and a Warrant as to which Subscriber’s subscription is accepted, such stock certificate and Warrant to be dated the date of acceptance of this subscription and to bear the legends described herein, together with a copy of this Subscription Agreement executed by the Company.

1.4 Subscriber acknowledges and agrees that the Company did not prepare any information to be delivered to prospective investors in connection with the subscription other then the materials accompanying the Subscription Agreement, and the Company does make any representation or warranty concerning the completeness of any information received by prospective investors. Subscriber acknowledges and agrees that prospective investors are advised to conduct their own review of the business, properties and affairs of the Company before subscribing.


MANAKOA SERVICES CORP.				Private Placement of Stock and Warrants Unit
U.S. Subscription Agreement

1.5 Subscriber understands and agrees that: (a) this subscription is not subject to the Company’s receiving any minimum amount of subscriptions or the escrow of any subscription payments; (b) this Subscription Agreement is not binding upon the Company until accepted by it;(c) Subscriber’s subscription payment shall be available to the Company immediately after the Company’s acceptance of this subscription; and (d) the Company shall have the right to accept or reject this subscription in whole or in part for any reason or for no reason.

Article 2. Representations and Warranties of the Company

The Company represents and warrants to, and agrees with Subscriber as follows:

2.1 The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada, U.S.A., with all requisite power and authority to own, lease, license, and use its properties and assets and to carry out the business in which it is engaged. The Company is duly qualified to transact the business in which it is engaged and is in good standing as a foreign corporation in every jurisdiction in which its ownership, leasing, licensing or use of property or assets or the conduct of its business make such qualifications necessary.

2.2 The Company is authorized to issue 200,000,000 Shares of Common Stock, par value $0.001 per share, and 25,000,000 Shares of Preferred Stock, par value $0.001 per share.

2.3 The Company has all requisite power and authority to execute, deliver and perform its obligations under the Subscription Agreement and to issue, sell and deliver the Securities. This Subscription Agreement has been duly authorized by the Company, and (subject, with respect to enforceability, to the provisions specific performance, bankruptcy and similar laws and principals of equity) when executed and delivered by the Company, will constitute the legal, valid and binding obligation of the Company, enforceable as to the Company in accordance with its terms. The Securities have been duly authorized by the Company and (subject with respect to enforceability, to the provisions of specific performance, bankruptcy and similar laws and principals of equity), when issued, sold and delivered in accordance with the terms of this Subscription Agreement, the Shares will be duly authorized, validly issued, fully paid and non-assessable.

2.4 No consent, authorization, approval, order, license, certificate or permit of or from, or declaration of filing with, any federal, state, local or other governmental authority or any court or any other tribunal is required by the Company for the execution, delivery or performance by the Company of this Subscription Agreement or the execution, issuance, sale or delivery of the Securities (except as may be required under federal or state securities laws).

2.5 No consent of any party to any contract, agreement, instrument, lease, license, arrangement or understanding to which the Company is a party or to which any of its properties or assets are subject is required for the execution, delivery or performance by the Company of this Subscription Agreement or the issuance, sale and delivery of the Securities.


MANAKOA SERVICES CORP.				Private Placement of Stock and Warrants Unit
U.S. Subscription Agreement

2.6 The execution, delivery and performance of this Subscription Agreement and the issuance, sale and delivery of the Securities, will not violate, result in a breach of, conflict with (with or without giving of notice or the passage of time of both) or entitle any party to terminate or call a default under any material contract, agreement, instrument, lease, license, arrangement or understanding, or violate or result in a breach of any term of the certificate of incorporation or by-laws of, or conflict with any law, rule, regulation, order, judgment or decree binding upon, the Company or to which any of its operations, businesses, properties or assets are subject, the result of which may have a material adverse effect on the business, operations, liabilities or condition (financial or otherwise) of the Company.

Article 3. Representations and Warranties of Subscriber

Subscriber hereby represents warrants and certifies to, and agrees with, the Company as follows:

3.1 Subscriber has received, thoroughly reviewed and understands all of the information contained in Addenda A though D described on page 2 of this Subscription Agreement, and Subscriber had an opportunity to ask questions and to obtain all desired information regarding the Company, the Offering and this Subscription Agreement. Subscriber currently has knowledge sufficient to Subscriber, in the prudent management of Subscriber’s affairs, regarding the Company and its operations and principals to justify Subscriber’s submission of the Subscription Agreement to the Company. Regarding the Company, its business plans and financial condition; Subscriber has received all materials that have been requested by Subscriber, and the Company has answered all inquires that Subscriber or Subscriber’s representatives have put to it; Subscriber has taken all steps necessary to evaluate the merits and risks of an investment by Subscriber in the Securities. In making this investment decision, Subscriber has not relied on any information not provided by the Company.

3.2 Subscriber has such knowledge and experience in finance, securities, investments and other business matters as to be able to protect Subscriber’s interest in connection with this transaction, and Subscriber’s investment in the Company hereunder is not material when compared to Subscriber’s total financial capacity. Subscriber has adequate means for providing for Subscriber’s current needs and possible contingencies, has no need for liquidity regarding this investment, and had no reason to expect a change in Subscriber’s circumstances, financial or other, that may cause or require sale of Subscriber’s Securities.

3.3 Subscriber understands the many risks of an investment in the Company and can afford to bear such risks, including, but not limited to, the risk of losing Subscriber’s entire investment.

3.4 Subscriber acknowledges that the Shares presently are quoted on the NASD pink sheets, that such market generally is thin and illiquid, and that Subscriber may find it impossible to liquidate Subscriber’s investment at a time when Subscriber may desire to do so, or at any other time.

3.5 Subscriber has been advised by the company that: (a) the Securities have not been registered under the U.S. Securities Act of 1933, as amended (“Securities Act”); (b) the Securities are being offered and sold to Subscriber on the basis of the exemptions from


MANAKOA SERVICES CORP.				Private Placement of Stock and Warrants Unit
U.S. Subscription Agreement

registration provided by Securities Act Section 4(2) and Regulation D promulgated under the Securities Act; (c) the Offering has not been filed with or submitted to, reviewed by, or otherwise passed on by the U.S .Securities and Exchange Commission or any other U.S. federal or state agency or self-regulatory organization where an exemption is being relied upon; and (d) the Company’s reliance on the exemptions provided by Securities Act Section 4(2) and Regulation D is based in part upon the representation made by Subscriber in this Subscription Agreement. Subscriber acknowledges that Subscriber has been informed by the Company of; or Subscriber is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations there under on the transfer of securities.

3.6 Subscriber (or any person identified in any special instruction above) is acquiring the Securities for Subscriber’s (their) own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and Subscriber (or such person) has no present intention of distributing or selling to others any of such Securities or granting any participation therein. Subscriber (or such person) has no agreement or other arrangement, formal or informal, with any person to sell, transfer, pledge or otherwise dispose of any of the Securities which would guarantee to Subscriber (or such person) any profit, or protect Subscriber (or such person) against loss, regarding the Securities, and Subscriber (or such person) has no plans to enter into any such agreement or arrangement.

3.7 Subscriber is an “Accredited Investor” as that term is defined in Regulation 501(a) of Regulation D promulgated under the Securities Act. Specifically Subscriber is (check all appropriate item(s)):

(a) A bank is defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institutions as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company register under the Investment Company Act of 1940 of a business development company as defined in Section 2(a)(48) of that Act; a small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivision, or any agency or instrumentally or a state of its political subdivisions, for the benefit of its employees, if such a plan has total assets in excess of $5,000,000; and employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

X (b) A public business Development Company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

(c) An organization described in Section 501( C )(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.00.


MANAKOA SERVICES CORP.				Private Placement of Stock and Warrants Unit
U.S. Subscription Agreement

(d) A director or executive officer of the Company

(e) A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase exceeds $1,000,000.00

(f) A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. If Subscriber is a California resident, Subscriber’s investment in the Company will not exceed 10% of Subscriber’s net worth (or, if married, joint net worth with spouse). If Subscriber is a Massachusetts resident, Subscriber’s investment in the Company will not exceed 25% of Subscriber’s joint net worth with spouse (exclusive of principal residence and its furnishings).

(g) A trust, with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) promulgated under the Securities Act (i.e. a purchaser not an Accredited Investor who either alone or with his purchaser representative(s) has such knowledge and experience in financial and business matters that the purchaser is capable of evaluating the merits and risks of the prospective investment).

(h) An entity in which all of the equity owners are accredited investor. (If this alternative is checked, Subscriber must identify each equity owner and provide statements signed by each equity owner demonstrating how each qualifies as an accredited investor)

3.8 If Subscriber is a natural person, Subscriber is; a bona fide resident of the State contained in Subscriber’s address set forth on the signature page of this Agreement as Subscriber’s residence address; at least 21 year of age; and legally competent to execute this Agreement. If Subscriber is an entity other then a natural person, Subscriber is duly authorized to execute this Agreement and this Agreement, when executed and delivered by Subscriber, will constitute Subscriber’s legal, valid and binding obligation, enforceable against Subscriber in accordance with its terms; and the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by all requisite corporate or other necessary action on the part of the Subscriber.

3.90 Subscriber acknowledges the Securities will be subject to a stop transfer order and the certificate of certificates evidencing the Securities will bear the following or a substantially similar legend and such other legends as may be required by other applicable securities laws (if any).

“These Securities have not been registered under the Securities Act of 1933. as amended. Such Securities may be sold or offered for sale, transferred, hypothecated or otherwise assigned only pursuant to registration under such Act or pursuant an available exemption from registration supported by an opinion reasonably acceptable to the Company by counsel reasonably acceptable to the Company by counsel reasonable acceptable to the Company that an exemption from registration for such sale, offer, transfer, hypothecation or other assignments is available under such Act.”


MANAKOA SERVICES CORP.				Private Placement of Stock and Warrants Unit
U.S. Subscription Agreement

3.91 Subscriber agrees that Subscriber will not offer or resell the Securities unless (a) resale of such Securities is registered under the Securities Act, or (b) an exemption from registration is available under the Securities Act.

3.10 Subscriber is acquiring the Securities for Subscriber’s own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and Subscriber has no present intention of distributing or selling to others any of such Securities or granting any participation therein. Subscriber had no agreement or other arrangements, formal or informal, with any person to sell, transfer, pledge or otherwise dispose of any of the Securities which would guarantee to Subscriber any profit, or protect Subscriber against loss, regarding the Securities, and Subscriber has no plans to enter into any such agreement or arrangement.

3.11 It never has been represented, guaranteed or warranted to Subscriber by the Company, or its principals including any of the officers, directors, shareholders, partners, employees or agents of either, or any persons whether expressly or by implication that:

(a)

the Company or Subscriber will realize any given percentage of profits or amount or type of consideration, profit or loss as a result of the Company’s activities or Subscriber’s investment in the Company; or

(b)

the past performance or experience of the management of the Company, or of any other person, in any way indicates the predictable results of ownership of the Securities or of the Company’s activities.

3.12 Subscriber understands that the net proceeds from all paid and accepted subscriptions will be used for Company purposes, and that the Securities to be issued hereunder will not be secured by any collateral. Further, the Company may, in its sole discretion, reject this subscription or reduce this subscription in any amount and to any extent, whether or not pro rata reductions are made of other investors’ subscriptions.

3.13 The representations, warranties, certifications and agreements made by Subscriber herein are true and correct and shall survive the execution and delivery of this Subscription Agreement and the purchase and the receipt of the Securities.

Article 4. Indemnification

Subscriber acknowledges that Subscriber understands the meaning and legal consequences of the terms of this Subscription Agreement including, but not limited to, the representations, warranties, certifications and agreements made by Subscriber in Article 3 hereof, and Subscriber hereby agrees to indemnify and hold harmless the Company and each incorporator, officer, director, employee, agent and controlling person thereof, past, present, of future, from and against any and all claims, loss, damage, liability, cost and expense, including without limitation, reasonable attorneys’ fees and expenses, due or relating to or arising out of a breach, inaccuracy or inadequacy of any such representation, warranty, certification or agreement or of any other term of this Subscription Agreement.


MANAKOA SERVICES CORP.				Private Placement of Stock and Warrants Unit
U.S. Subscription Agreement

Article 5. General Provisions

5.1 Neither of this Subscription Agreement, nor any of Subscriber’s interest herein, shall be assignable or transferable by Subscriber in whole or in part except by operation of law.

5.2 All notices or other communication given or made hereunder shall be in writing and shall be delivered or mailed to Subscriber at the address set forth below and to the Company at the address set forth on the first page above. Notices hand delivered shall be deemed given upon receipt, and notices sent by mail shall be deemed on the fifth (5^th) business day following deposit in the mails, first class mail postage prepaid.

5.3 This Subscription Agreement shall be construed in accordance with and governed by the laws of State of Nevada, U.S.A., as in effect for contracts made and to be performed in the State of Nevada. Subscriber hereby submits to the jurisdiction of the courts of or located in the State of Nevada for all purposes relating to this Subscription Agreement, the Securities and Subscriber’s interest in the Company, and such courts shall have exclusive jurisdiction relating thereto.

5.4 This Subscription Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof and may be amended only by a writing executed by both parties.

5.5 This Subscription Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.

[Remainder of page intentionally left blank]


MANAKOA SERVICES CORP.				Private Placement of Stock and Warrants Unit
U.S. Subscription Agreement

IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the day and year this Subscription is accepted by the Company as set forth below.

Signature of / for Subscriber:

UTEK CORPORATION

Number of Units Subscriber for:

A Delaware Corporation

500,000

By:

/s/ Carole R. Wright, CFO

Carole R. Wright

(Print Name of Signatory)

Chief Financial Officer

(Title of Signatory)


Subscriber’s Mailing Address:	Type of Ownership:

202 South Wheeler Street	Individual
Plant City, FL 33563	Community Property
	Tenants in Common
59-3603677	Joint Tenants with Rights of Survivorship
Tax ID Number of Subscriber	Partnership
	Corporation	X
	Custodial Account
	Other (Explain)

EX-7.4 5 dex74.htm AGREEMENT AND PLAN OF ACQUISITION Agreement and Plan of Acquisition

Exhibit 7.4

ACQUISITION OF VIGLIANT NETWORK TECHNOLOGIES, INC.

MANAKOA SERVICES CORPORATION

AGREEMENT AND PLAN OF ACQUISITION

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Vigilant Network Technologies, Inc., a Florida corporation, (VNTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and MANAKOA SERVICES CORPORATION, a Nevada corporation, (Manakoa Services)

WHEREAS, UTEK owns 100% of the issued and outstanding shares of common stock of VNTI (VNTI Shares); and

WHEREAS, before the Closing Date, VNTI will acquire the license for the fields of use as described in the License Agreement and Work For Others Agreement as described and which are attached hereto as part of Exhibit A and made a part of this Agreement (License Agreement) and the rights to develop and market a patented and proprietary technology for the fields of uses specified in the License Agreement (Technology).

WHEREAS, the parties desire to provide for the terms and conditions upon which VNTI will be acquired by Manakoa Services in a stock-for-stock exchange (Acquisition) in accordance with the respective corporation laws of their state, upon consummation of which all VNTI Shares will be owned by Manakoa Services, and all issued and outstanding VNTI Shares will be exchanged for common stock of Manakoa Services 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).

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 VNTI Shares shall be acquired from UTEK by Manakoa Services in accordance with the respective corporation laws of their state and the provisions of this Agreement and the separate corporate existence of VNTI, as a wholly-owned subsidiary of Manakoa Services, 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.

1.02 Exchange of Stock. At the Effective Date, by virtue of the Acquisition, all of the VNTI Shares that are issued and outstanding at the Effective Date shall be exchanged for 5,365,854 unregistered shares of

Page 1 of 17

common stock of Manakoa Services (Manakoa Services Shares) ( to be adjusted to a value of $2,200,000 based on the closing stock price of MKOS on the day of execution of this agreement which is $.41 per share), which by agreement of the shareholders of VNTI shall be issued as follows:


Shareholder		Number of Manakoa Services Shares
UTEK Corporation		5,365,854

1.03 Effect of Acquisition.

(a) Rights in VNTI Cease. At and after the Effective Date, the holder of each certificate of common stock of VNTI shall cease to have any rights as a shareholder of VNTI.

(b) Closure of VNTI Shares Records. From and after the Effective Date, the stock transfer books of VNTI shall be closed, and there shall be no further registration of stock transfers on the records of VNTI.

1.04 Closing. Subject to the terms and conditions of this Agreement, the Closing of the Acquisition shall take place June 30^th, 2004.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.01 Representations and Warranties of UTEK and VNTI. UTEK and VNTI represent and warrant to Manakoa Services that the facts set forth below are true and correct:

(a) Organization. VNTI 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 VNTI have been provided to Manakoa Services 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 VNTI 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 VNTI and UTEK have all requisite corporate and other authority to execute and deliver this Agreement and consummate the transactions contemplated by this Agreement.

(c) Capitalization. The authorized capital of VNTI consists of 1,000,000 shares of common stock with a par value $.01 per share. At the date of this Agreement, 1,000 VNTI Shares are issued and outstanding as follows:


Shareholder		Number of VNTI Shares
UTEK Corporation		1000

Page 2 of 17

All issued and outstanding VNTI 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. VNTI is not authorized to issue any preferred stock. All dividends on VNTI 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 VNTI to issue any VNTI Shares or securities convertible into VNTI Shares to anyone for any reason whatsoever. None of the VNTI 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 VNTI or UTEK is a party and will not create a default under any such obligation or under any agreement to which VNTI or UTEK is a party. This Agreement constitutes a legal, valid and binding obligation of VNTI, enforceable in accordance with its terms, except as the enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditor’s 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 VNTI 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 VNTI.

(f) No Conflicting Agreements. Neither the execution and delivery of this Agreement nor the fulfillment of or compliance by VNTI 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, VNTI or UTEK’s articles of incorporation or bylaws, the Technology, the License Agreement, or any agreement, contract, instrument, order, judgment or decree to which VNTI or UTEK is a party or by which VNTI 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 VNTI and UTEK or performance of the obligations of VNTI and UTEK hereunder or under any other agreement to which VNTI 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 VNTI or its assets or business.

(h) Title to Assets. VNTI 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 VNTI. VNTI has or will by Closing Date have 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.

(i) Intellectual Property.

(1) Los Alamos National Laboratory, Operated by the University of California for the National Nuclear Security Administration of the US Department of Energy. (LANL) 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.

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(2) The License Agreement between LANL and VNTI 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 Services acknowledges and understands that VNTI 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, and

(4) Except as otherwise expressly set forth in this Agreement, VNTI 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 VNTI. VNTI has no assets, 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 VNTI, 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 VNTI’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. VNTI 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 VNTI except as specifically set forth in the financial statements and the other attached schedules and exhibits. There is no information known to VNTI or UTEK that would prevent the financial statements of VNTI from being audited in accordance with generally accepted accounting principles.

(l) Taxes. All returns, reports, statements and other similar filings required to be filed by VNTI 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 VNTI 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 VNTI by any taxing authority, have been properly paid, except to the extent reflected on VNTI’s financial statements, where VNTI 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. VNTI has not received any notice of assessment or proposed assessment in connection with any tax returns, nor is VNTI 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. VNTI 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. VNTI 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 VNTI. VNTI 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, VNTI has not, and without the written consent of Manakoa Services, it will not have:

(1) Sold, encumbered, assigned let lapsed or transferred any of its material assets, including without limitation the Intellectual Property, the License Agreement or any other material asset;

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

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

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

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

(7) Suffered any other event of any character, which is reasonable to expect, would adversely affect the future condition (financial or otherwise) assets or liabilities or business of VNTI; or

(8) Taken any action, which could reasonably be foreseen to make any of the representations or warranties made by VNTI or UTEK untrue as of the date of this Agreement or as of the Closing Date.

(n) Material Agreements. Exhibit A attached contains a true and complete list of all contemplated and executed agreements between VNTI and a third party. A 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 (Contracts), has been provided to Manakoa Services and such agreements are or will be at the Closing Date, in full force and effect without modifications or amendment and constitute the legally valid and binding obligations of VNTI in accordance with their respective terms and will continue to be valid and enforceable following the Acquisition. VNTI is not in default of any of the Contracts. In addition:

(2) There are no outstanding operating agreements, lease agreements or similar agreements by which VNTI is bound; and

(3) The complete final drafts of the License Agreement have has been provided to Manakoa Services; and

(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 VNTI’s property; and

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

(o) Compliance with Laws. VNTI 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 VNTI or UTEK, threatened against VNTI, the Technology, or Patent License Agreement, affecting its assets or business (financial or otherwise), and neither VNTI 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 VNTI or the transactions contemplated hereby. There are no pending or 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 VNTI or the transactions contemplated.

(q) Employees. VNTI has no and never had any employees. VNTI is not a party to or bound by any employment agreement or any collective bargaining agreement with respect to any employees. VNTI is not in violation of any law, regulation relating to employment of employees.

(r) Adverse Effect. Neither VNTI nor UTEK has any knowledge of any or threatened existing occurrence, action or development that could cause a material adverse effect on VNTI or its business, assets or condition (financial or otherwise) or prospects.

(s) Employee Benefit Plans. VNTI 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 VNTI 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 VNTI 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 VNTI 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 Services. Manakoa Services represents and warrants to UTEK and VNTI that the facts set forth are true and correct.

(a) Organization. Manakoa Services 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.

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(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 Services; no other corporate action on their respective parts is necessary in order to execute, deliver, consummate and perform their obligations hereunder; and they have all requisite corporate and other authority to execute and deliver this Agreement and consummate the transactions contemplated by this Agreement.

(c) Capitalization. The authorized capital of Manakoa Services consists of 200,000,000 (Two Hundred Million) shares of common stock with a par value $0.001 per share (Manakoa Services Common Shares) and on the Effective Date of the Acquisition, ( ) Manakoa Services Shares (which will include the ( ) Manakoa Services Shares issued at the closing of the Acquisition) will be issued and outstanding. All issued and outstanding Manakoa Services 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 Services is a party and will not create a default hereunder, and this Agreement constitutes a legal, valid and binding obligation of Manakoa Services, enforceable in accordance with its terms, except as the enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditor’s rights generally and by the availability of injunctive relief, specific performance or other equitable remedies.

(f) No Conflicting Agreements. Neither the execution and delivery of this Agreement nor the fulfillment of or compliance by Manakoa Services 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 VNTI’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 Services or its assets or business.

(h) Financial Statements. The unaudited financial statements of Manakoa Services 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 Services 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 Services except as specifically set forth in the Manakoa Services financial statements.

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(i) Full Disclosure. All representations or warranties of Manakoa Services 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 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.

(j) Compliance with Laws. Manakoa Services 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.

(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 Services, threatened against Manakoa Services materially affecting its assets or business (financial or otherwise), and Manakoa Services 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 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. Manakoa Services has no knowledge of any existing or threatened occurrence, action or development that could cause a material adverse affect on Manakoa Services or its business, assets or condition (financial or otherwise) or prospects.

(l) Development. Manakoa Services agrees and warrants that it has the expertise necessary to and has had the opportunity to independently evaluate the inventions of the Licensed Patents and develop same for the market.

2.03 Investment Representations of UTEK. UTEK represents and warrants to Manakoa Services 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 Services Shares pursuant to the Acquisition. It is able to bear the economic risk of the investment in Manakoa Services Shares, including the risk of a total loss of the investment in Manakoa Services Shares. The acquisition of Manakoa Services Shares is for its own account and is for investment and not with a view to the distribution of this Agreement. 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 Services is true and correct. It has conducted all investigations and due diligence concerning Manakoa Services 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 Services concerning Manakoa Services Shares and the business and financial condition of and prospects for Manakoa Services, and the officers and directors of Manakoa Services 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 Services Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the Manakoa Services 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 Services Shares:

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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 PROVISION 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.

(c) Legend. Manakoa Services agrees to and shall direct its transfer agent to remove the above legend and the legend from all Manakoa Services shares held by UTEK within 120 days of the execution of this Agreement. Manakoa Services agrees to and promptly shall provide any information requested by UTEK or UTEK’s counsel and to make sure further direction to its transfer agent as necessary for such issuance of an opinion regarding removal of the legend or the sale of such restricted shares under Section 144 or other available exemption from registration.

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.

3.03 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 as permitted in writing, 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

(c) Not modify its corporate structure, except 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 that 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.

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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 VNTI Shares or the right of VNTI 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 has been prosecuted in good faith with reasonable diligence.

4.06. To the best knowledge of UTEK and VNTI, the License Agreement and the Work for Others Agreement are valid and in full force and effect without any default in this Agreement.

4.07. Manakoa Services shall have received, at or within 5 days of Closing Date, each of the following:

(a) the stock certificates representing the VNTI Shares, duly endorsed (or accompanied by duly executed stock powers) by UTEK for cancellation;

(b) all documentation relating to VNTI’s business, all in a form and substance satisfactory to Manakoa Services;

(c) such agreements, files and other data and documents pertaining to VNTI’s business as Manakoa Services may reasonably request;

(d) copies of the general ledgers and books of account of VNTI, and all federal, state and local income, franchise, property and other tax returns filed by VNTI since the inception of VNTI;

(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 VNTI in Florida;

(f) the original corporate minute books of VNTI, including the articles of incorporation and bylaws of VNTI, and all other documents filed in this Agreement;

(g) all consents, assignments or related documents of conveyance to give Manakoa Services 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 Services and VNTI, and

(i) such other documents, instruments or certificates as Manakoa Services, or their counsel may reasonably request.

4.08. Manakoa Services shall have completed due diligence investigation of VNTI to Manakoa Service’s satisfaction in their sole discretion.

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4.09. Manakoa Services shall receive the resignation effective the Closing Date of each director and officer of VNTI.

ARTICLE 5

INDEMNIFICATION AND LIABILITY LIMITATION

5.01. Survival of Representations and Warranties.

(a) The representations and warranties made by UTEK and VNTI 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.

(b) The representations and warranties made by Manakoa Services 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. Manakoa Services agrees that UTEK shall not be liable under this agreement to Manakoa Services or their respective successor’s, assigns or affiliates except where damages result directly from the gross negligence or willful misconduct of UTEK or its employees. In no event shall UTEK’s liability exceed the total amount of the fees paid to UTEK under this agreement, nor shall UTEK be liable for incidental or consequential damages of any kind. Manakoa Services shall indemnify UTEK, and hold UTEK harmless against any and all claims by third parties for losses, damages or liabilities, including reasonable attorneys fees and expenses (“Losses”), arising in any manner out of or in connection with the rendering of services by UTEK under this Agreement, unless it is finally judicially determined that such Losses resulted from the gross negligence or willful misconduct of UTEK. The terms of this paragraph shall survive the termination of this agreement and shall apply to any controlling person, director, officer, employee or affiliate of UTEK.

5.03 Indemnification. Manakoa Services agrees to indemnify and hold harmless UTEK and its subsidiaries and affiliates and each of its and their officers, directors, principals, shareholders, agents, independent contactors and employees (collectively “Indemnified Persons”) from and against any and all claims, liabilities, damages, obligations, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation) arising out of or relating to matters or arising from this Agreement, except to the extent that any such claim, liability, obligation, damage, cost or expense shall have been determined by final non-appealable order of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Person or Persons in respect of whom such liability is asserted.

(a) Limitation of Liability. Manakoa Services agrees that no Indemnified Person shall have any liability as a result of the execution and delivery of this Agreement, or other matters relating to or arising from this Agreement, other than liabilities that shall have been determined by final non-appealable order of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Person or Persons in respect of whom such liability is asserted. Without limiting the generality of the foregoing, in no event shall any Indemnified Person be liable for consequential, indirect or punitive damages, damages for lost profits or opportunities or other like damages or claims of any kind. In no event shall UTEK’s liability exceed the total amount of the fees paid to UTEK under this Agreement.

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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, the 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.

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 Services, one by UTEK and a third by the two selected arbitrators. The third arbitrator shall be the chairman of the panel.

ARTICLE 8

MISCELLANEOUS

8.02. 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 Florida without regard to principles of conflicts of law.

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8.06. Notices or other communications required to be made in connection with this Agreement shall be 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.

(Signatures on the following page)

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MANAKOA SERVICES CORPORATION		VIGLIANT NETWORK TECHNOLOGIES, INC.

By:	/s/ Jim Katzaroff	By:	/s/ Joel Edelson
	Jim Katzaroff,		Joel Edelson
	President		President

	Address:		Address:
	7203 W Deschutes Avenue		202 South Wheeler Street
	Suite B		Plant City, Florida 33563
	Kennewick, WA 99336

Date:	June 30, 2005	Date:	June 30, 2005


UTEK CORPORATION

By:		/s/ Clifford M. Gross
		Clifford M. Gross, Ph.D.
		Chief Executive Officer

		Address:
		202 South Wheeler Street
		Plant City, Florida 33563

Date:		June 30, 2005

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EXHIBIT A

Outstanding Agreements

from Los Alamos National Laboratory, Operated by the University of California for the National

Nuclear Security Administration of the US Department of Energy. (LANL)

1) License Agreement

2) Work for Others Agreement

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EXHIBIT B

VIGLIANT NETWORK TECHNOLOGIES, Inc.

Financial Statements as of

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EXHIBIT C

Manakoa Services Corporation

FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Including Audited Financial Statements

For the fiscal quarter ended March 31, 2005

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EX-7.5 6 dex75.htm STRATEGIC ALLIANCE AGREEMENT Strategic Alliance Agreement

Exhibit 7.5

LOGO

STRATEGIC ALLIANCE AGREEMENT

This Strategic Alliance Agreement is made and entered into this 14 day of June 2006, by and between UTEK Corporation (“UTEK”), a Delaware Corporation, 2109 Palm Avenue, Tampa, Florida 33605, and Manakoa Services Corporation (“MKOS”), a Nevada Corporation, 7203 W Deschutes Avenue, Suite B, Kennewick, Washington 99336.

WITNESSETH:

WHEREAS, MKOS desires to engage UTEK to provide the services as set forth in this Agreement, and

WHEREAS, UTEK is agreeable to provide these services.

I. SERVICES

To identify technology acquisition opportunities for MKOS from research universities and government laboratories, while maintaining MKOS’s confidentiality.

In conjunction with the Services, UTEK agrees to:

II.

Make itself available for telephone conferences with the principal officer(s) of MKOS during normal business hours.

MKOS will have 30-days from receipt of information to determine if they wish to go forward with the technology license. UTEK, after 30 days, shall have the right to present the technology to other clients.

MKOS acknowledges that the sources of technologies represented by UTEK are 3^rd party research institutions for which UTEK does not control whether the technology will be shown to other parties by the licensor.

At MKOS’s request and upon mutual agreement between MKOS and UTEK, UTEK will negotiate and seek to acquire a license to the requested technology for subsequent sale to and acquisition by MKOS.

On a case-by-case basis, at MKOS’s request and UTEK’s sole discretion, UTEK will propose an equity-financing plan for MKOS’s consideration, to finance select technology acquisition opportunities for MKOS.

MKOS will not seek to acquire any technologies presented to MKOS by UTEK from the technology developer directly or indirectly for a period of 24 months following the termination of this Strategic Alliance Agreement.

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UTEK shall devote such time and efforts, as it deems commercially reasonable, under the circumstances to the affairs of MKOS, as is commercially reasonable and adequate to render the Services contemplated by this Agreement.

UTEK cannot guarantee results on behalf of MKOS, but shall pursue all reasonable avenues available through its network of contacts. The acceptance and consumption of any transaction is subject to acceptance of the terms and conditions by in its sole discretion.

MKOS will cooperate with UTEK and will promptly provide UTEK with all pertinent materials and requested information in order for UTEK to perform its Services pursuant to this Agreement

II. INDEPENDENT CONTRACTOR

UTEK shall be, and in all respects be deemed to be, an independent contractor in the performance of its duties hereunder.

MKOS shall be solely responsible for making all payments to and on behalf of its employees and UTEK shall in no event be liable for any debts or other liabilities of MKOS.

UTEK shall not have or be deemed to have, fiduciary obligations or duties to, and shall be able to pursue, conduct and carry on for its own account (or for the account of others) such activities, ventures, businesses and other pursuits as UTEK in its sole, absolute and unfettered discretion, may elect.

Notwithstanding the above, no activity, venture, business or other pursuit of UTEK, during the term of this Agreement shall conflict with UTEK’s obligations under this Agreement.

III. EXPENSES

It is expressly agreed and understood that each party shall be responsible for its own normal and reasonable out-of-pocket expenses.

IV. COMPENSATION

In consideration for providing these Services, MKOS shall pay UTEK $120,000 in the form of unregistered shares of common stock (923,077 shares) upon the execution of this Strategic Alliance Agreement. 1/12^th of the shares (76,923) shall vest each month during the term of this Agreement. In lieu of payment of shares, MKOS shall have the option of paying UTEK $10,000 per month for the Services described in this Agreement.

If this Agreement is terminated any unvested shares will be returned to MKOS.

In consideration for the services to be provided herein, MKOS agrees that it will remit the agreed upon stock certificate or cash payment within five (5) days of both parties executing this Agreement. If no consideration is received in the timeline, UTEK has the unilateral option to terminate this Agreement.

MKOS agrees that UTEK shall be entitled to additional compensation as follows:

Technology Transfer: When a technology is shown to MKOS that MKOS wants to acquire, UTEK will seek to acquire the license to a technology through one of its subsidiaries. UTEK will then seek to provide a term sheet to MKOS outlining the consideration to be paid by MKOS for the acquisition of this technology. If MKOS executes the term sheet, agreeing to the terms set forth, UTEK shall transfer this subsidiary to MKOS in a stock for stock exchange under an “Agreement and Plan of Acquisition.” The consideration to be paid by MKOS to UTEK will be based upon a markup to the value of the license and other assets in the subsidiary as determined by UTEK and agreed to by both parties.

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V. TERM AND TERMINATION

The term of the Agreement will be for 12 months unless terminated sooner. This Agreement may be renewed upon mutual, written agreement of the parties. Either party may terminate this Agreement at any time with 30 days written notice.

VI. LEGAL COMPLIANCE

Disclosure requirements regarding the required disclosure of the nature and terms of UTEK’s relationship with, including, but not limited to press releases, publications on its web site, letters to investors and telephone or other personal communication with potential or current investors.

No press releases or any other forms of communication to third parties, which mention both UTEK and MKOS, shall be released without the prior written consent and approval of both UTEK and MKOS.

UTEK represents to MKOS that a) it has the experience as may be necessary to perform all the required, b) all Services will be performed in a professional manner, and c) all individuals it provides to perform the Services will be appropriately qualified and subject to appropriate agreements concerning the protection of trade secrets and confidential information of which such persons may have access to over the term of this Agreement.

Until termination of the engagement, MKOS will notify UTEK promptly of the occurrence of any event, which might materially affect the condition (financial or otherwise), or prospects of MKOS.

VII. CONFIDENTIAL DATA

UTEK shall not divulge to others, any trade secret or confidential information, knowledge, or data concerning or pertaining to the business and affairs of MKOS, obtained by UTEK as a result of its engagement hereunder, unless authorized, in writing by MKOS. UTEK represents and warrants that it has established appropriate internal procedures for protecting the trade secrets and confidential information of, MKOS including, without limitation, restrictions on disclosure of such information to employees and other persons who may be engaged in such information to employees and other persons who may be engaged in rendering services to any person, firm or entity which may be a competitor of.

MKOS shall not divulge to others, any trade secret or confidential information, knowledge, or data concerning or pertaining to the business and affairs of UTEK or confidential information revealed by UTEK obtained as a result of its engagement hereunder, unless authorized, in writing, by UTEK, and agreed to be bound by any confidentiality agreement entered into by UTEK with any third party for the purpose of reviewing technology acquisition opportunities.

UTEK shall not be required in the performance of its duties to divulge to MKOS, or any officer, director, agent or employee of MKOS, any secret or confidential information, knowledge, or data concerning any other person, firm or entity (including, but not limited to, any such person, firm or entity which may be a competitor or potential competitor of) which UTEK may have or be able to obtain other than as a result of the relationship established by this Agreement.

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VIII. OTHER MATERIAL TERMS AND CONDITIONS

INDEMNITY.

UTEK shall indemnify, defend and hold harmless MKOS from and against any and all losses incurred by MKOS which arise out of or result from misrepresentation, breach of warranty or breach or non- fulfillment of any covenant contained herein or Schedules annexed hereto or in any other documents or instruments furnished by UTEK pursuant hereto or in connection with this Agreement.

MKOS shall indemnify, defend and hold harmless UTEK from and against any and all losses incurred by UTEK which arise out of or result from misrepresentation, breach of warranty or breach or non-fulfillment of any covenant contained herein or Schedules annexed hereto or in any other documents or instruments furnished by MKOS pursuant hereto or in connection with this Agreement.

SOLICITATION. MKOS agrees that for a twenty four months (24) following the execution of this Agreement, MKOS shall not, without UTEK’s prior written consent, directly or indirectly solicit for employment any present employee of UTEK, or request, induce or advise any employee of UTEK to leave the employ of UTEK. In turn, UTEK agrees that it will not directly or indirectly solicit any present employee of MKOS.

ASSIGNMENTS. The benefits of the Agreement shall inure to the respective successors and assignees of the parties and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns; provided that the rights and obligations of UTEK under this Agreement may not be assigned or delegated without the prior written consent of MKOS and any such purported assignment shall be null and void. Notwithstanding the foregoing, UTEK may assign this Agreement or any portion of its Compensation as outlined herein to its subsidiaries in its sole discretion.

ORIGINALS. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original and constitute one and the same agreement.

MODIFICATION AND WAIVER. A modification or waiver of any of the provisions of this Agreement shall be effective only if made in writing and executed with the same formality as this Agreement. The failure of any party to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature or of any other nature.

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INJUNCTIVE RELIEF. Solely by virtue of their respective execution of this Agreement and in consideration for the mutual covenants of each other, MKOS and UTEK hereby agree, consent and acknowledge that, in the event of a breach of any material term of this Agreement, the non-breaching party will be without adequate remedy-at-law and shall therefore, be entitled to immediately redress any material breach of this Agreement by temporary or permanent injunctive or mandatory relief obtained in an action or proceeding instituted in any court of competent jurisdiction without the necessity of proving damages and without prejudice to any other remedies which the non-breaching party may have at law or in equity.

INVESTMENT COMPANY STATUS. MKOS represents that it is not an investment company, registered or unregistered.

APPROVED AND AGREED:


UTEK Corporation		Manakoa Services Corporation

By:	/s/ Doug Schaedler	By:	/s/ Chris Outwater
	Doug Schaedler		Chris Outwater
	Chief Operating Officer		President

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EX-7.6 7 dex76.htm AGREEMENT AND PLAN OF ACQUISITION Agreement and Plan of Acquisition

Exhibit 7.6

ACQUISITION OF INFINITE IDENTIFICATION TECHNOLOGIES, INC.

MANAKOA SERVICES CORPORATION

AGREEMENT AND PLAN OF ACQUISITION

This Agreement and Plan of Acquisition (“Agreement”) is entered into by and between Infinite Identification Technologies, Inc., a Florida corporation (“IITI”), UTEK CORPORATION, a Delaware corporation (“UTEK”), and Manakoa Services Corporation, a Nevada corporation (“MKOS”).

WHEREAS, UTEK owns 100% of the issued and outstanding shares of common stock of IITI (“IITI Shares”);

WHEREAS, before the Closing Date, IITI will acquire the license for the fields of use as described in the License Agreement and a Consulting Agreement which is attached hereto as part of Exhibit A and made a part of this Agreement (License Agreement) and the rights to develop and market a patented and proprietary technology for the fields of uses specified in the License Agreement (Technology);

WHEREAS, the parties desire to provide for the terms and conditions upon which IITI will be acquired by MKOS in a stock-for-stock exchange (“Acquisition”) in accordance with the respective corporation laws of their state, upon consummation of which all IITI Shares will be owned by MKOS, and all or a portion of the issued and outstanding IITI Shares will be exchanged for convertible preferred stock of MKOS 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”).

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 IITI Shares shall be acquired from UTEK by MKOS in accordance with the respective corporation laws of their states and the provisions of this Agreement and the separate corporate existence of IITI, as a wholly-owned subsidiary of MKOS, 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.

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1.02 Consideration.

In the amount of: $4,000,000 based on Convertible Preferred stock as has been approved and authorized by the board of directors of MKOS:

On the date of closing (“the Effective Date”) Manakoa Services Corporation (MKOS) shall acquire all 1,000 Shares of common stock of Infinite Identification Technologies, Inc, which represent all of the issued and outstanding at the date of closing, and in exchange, Manakoa Services Corporation shall issue 100,000 shares of convertible preferred stock (as described in Exhibit D of the Acquisition Agreement), of which UTEK is receiving 95% or 95,000 shares.

At any time after Twelve (12) months from the date of closing, UTEK shall have the option right to convert part or all its convertible preferred stock to unrestricted common stock (“Conversion Shares”) of Manakoa Services Corporation, to be adjusted to equal the amount of $3,800,000 (95% of $4,000,000) based on the previous 10 day average closing bid price on the day of conversion. For example, on the date of conversion to common, if the 10 day average closing bid price is $.10, then UTEK shall receive 38,000,000 shares of common stock in Manakoa Service Corporation. The common stock that UTEK receives shall be delivered to UTEK within 30 days of the conversion.

The IRREVOCABLE TRANSFER AGENT INSTRUCTIONS, attached hereto, shall be agreed to and shall instruct the Transfer Agent to effectuate UTEK’S option to convert said shares.

The return yield on the convertible preferred stock shall be 5% compounded quarterly, paid in cash or in-kind, and will be required to be repaid at the time of conversion by MKOS to UTEK.

Exchange of Stock. At the Effective Date, by virtue of the Acquisition, all of the IITI Shares that are issued and outstanding at the Effective Date shall be exchanged for 100,000 Convertible Preferred shares of MKOS (MKOS Shares, as described in Exhibit D) as follows:


To:		MKOS Convertible Preferred Shares
UTEK Corporation		95,000
Aware Capital Consultants, Inc.		5,000

		100,000

1.03 Effect of Acquisition.

(a) Rights in IITI Cease. At and after the Effective Date, the holder of each certificate of common stock of IITI shall cease to have any rights as a shareholder of IITI.

(b) Closure of IITI Shares Records. From and after the Effective Date, the stock transfer books of IITI shall be closed, and there shall be no further registration of stock transfers on the records of IITI.

1.04 Closing. Subject to the terms and conditions of this Agreement, the Closing of the Acquisition shall be the date of the last executed signature affixed to this Agreement, but in no event later than January , 2007.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.01 Representations and Warranties of UTEK and IITI. UTEK and IITI jointly and severally represent and warrant to MKOS that the facts set forth below are true and correct:

(a) Organization. IITI 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 IITI have been provided to MKOS 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 shareholder of IITI 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 IITI and UTEK have all requisite corporate and other authority to execute and deliver this Agreement and consummate the transactions contemplated by this Agreement.

(c) Capitalization. The authorized capital of IITI consists of 1,000,000 shares of common stock with a par value $.01 per share. At the date of this Agreement, 1,000 IITI Shares are issued and outstanding as follows:


Shareholder		Number of IITI Shares
UTEK Corporation		1000

All issued and outstanding IITI 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. IITI is not authorized to issue any preferred stock. All dividends on IITI 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 IITI to issue any IITI Shares or securities convertible, exercisable or exchangeable into IITI Shares to anyone for any reason whatsoever. None of the IITI Shares is subject to any charge, 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 IITI or UTEK is a party and will not create a default under any such obligation or under any Agreement to which IITI or UTEK is a party. This Agreement constitutes a legal, valid and binding obligation of IITI, enforceable in accordance with its terms, except as the enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditor’s 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 IITI’s 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 IITI.

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(f) No Conflicting Agreements. Neither the execution and delivery of this Agreement nor the fulfillment of or compliance by IITI 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, IITI’s or UTEK’s articles of incorporation or bylaws, the Technology, the License Agreement, the Consulting Agreement, or any agreement, contract, instrument, order, judgment or decree to which IITI or UTEK is a party or by which IITI 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 IITI and UTEK or performance of the obligations of IITI and UTEK hereunder or under any other agreement to which IITI 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, the Consulting Agreement or any other material right, privilege, license or agreement relating to IITI or its assets or business.

(h) Title to Assets. IITI 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 IITI. Except as set forth on Schedule 2.01(h), IITI 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, IITI will have 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 and nature whatsoever.

(i) Intellectual Property.

(1) The Los Alamos National Laboratory, operated by Los Alamos National Security, LLC for the U.S. Department of Energy (“Laboratory”) invented and 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 Laboratory and IITI covering the Inventions is legal, valid, binding and will be enforceable in accordance with its terms as contained in Exhibit A.

3) The Consulting Agreement between the consultant and IITI covering the services to be provided regarding the Inventions is legal, valid, binding and will be enforceable in accordance with its terms as contained in Exhibit A.

(4) Except as otherwise set forth in this Agreement, MKOS acknowledges and understands that IITI and UTEK make no representations and provide no assurances that the rights to the Technology and Intellectual Property contained in the License Agreement and Consulting Agreement do not, and will not in the future, infringe or otherwise violate the rights of third parties; however, IITI 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

(5) Except as otherwise expressly set forth in this Agreement, IITI 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 IITI. IITI 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.

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(k) Financial Statements. The unaudited financial statements of IITI, 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 IITI’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. IITI 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 IITI except as specifically set forth in the financial statements and the other attached schedules and exhibits. There is no information known to IITI or UTEK that would prevent the financial statements of IITI from being audited in accordance with generally accepted accounting principles.

(l) Taxes. All returns, reports, statements and other similar filings required to be filed by IITI 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 IITI 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 IITI by any taxing authority, have been properly paid, except to the extent reflected on IITI’s financial statements, where IITI 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. IITI has not received any notice of assessment or proposed assessment in connection with any tax returns, nor is IITI 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. IITI 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. IITI 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 IITI. IITI 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, IITI has not, and without the written consent of MKOS, it will not have:

(1) Sold, encumbered, assigned let lapsed or transferred any of its material assets, including without limitation the Intellectual Property, the License Agreement or any other material asset;

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

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

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

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

(7) Done or omitted to do any act, or suffered any other event of any character, which is reasonable to expect, would adversely affect the future condition (financial or otherwise), assets or liabilities or business of IITI; or

(8) Taken any action, which could reasonably be foreseen to make any of the representations or warranties made by IITI or UTEK untrue as of the date of this Agreement or as of the Closing Date.

(n) Material Agreements. Exhibit A attached contains a true and complete list of all contemplated and executed agreements between IITI and a third party. A 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 (Contracts), has been provided to MKOS. Such executed Contracts are, and such contemplated Contracts will be, at the Closing Date, in full force and effect without modifications or amendment and constitute the legally valid and binding obligations of IITI in accordance with their respective terms and will continue to be valid and enforceable following the Acquisition. IITI is not, and will not be at the Closing Date, in default of any of the Contracts. In addition:

(2) There are no outstanding operating agreements, lease agreements or similar agreements by which IITI is bound; and

(3) The complete final draft of the License Agreement and Consulting Agreement have been provided to MKOS; and

(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 IITI’s property; and

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

(o) Compliance with Laws. IITI 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 IITI or UTEK, threatened against IITI, the Technology, or License Agreement, affecting its assets or business (financial or otherwise), and neither IITI 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 IITI or the transactions contemplated hereby. There are no pending or 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 IITI or the transactions contemplated hereby.

(q) Employees. IITI has no and never had any employees. IITI is not a party to or bound by any employment agreement or any collective bargaining agreement with respect to any employees. IITI is not in violation of any law, rule or regulation relating to employment of employees.

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(r) Neither IITI nor UTEK has any knowledge of any existing or threatened occurrence, action or development that could cause a material adverse effect on IITI or its business, assets or condition (financial or otherwise) or prospects.

(s) Employee Benefit Plans. 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 IITI 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 IITI 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 IITI are true, correct and complete in all material respects to the best of UTEK’s and IITI’s 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 and schedules 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 MKOS. MKOS represents and warrants to UTEK and IITI that the facts set forth below are true and correct.

(a) Organization. MKOS is a corporation duly organized, validly existing and in good standing under the laws of Delaware, 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 its 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 MKOS; no other corporate action on MKOS’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.

(c) 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 MKOS is a party and will not create a default hereunder, and this Agreement constitutes a legal, valid and binding obligation of MKOS, enforceable in accordance with its terms, except as the enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditor’s rights generally and by the availability of injunctive relief, specific performance or other equitable remedies.

(d) 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 MKOS.

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(e) No Conflicting Agreements. Neither the execution and delivery of this Agreement nor the fulfillment of or compliance by MKOS 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, the corporate charter 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.

(f) Consents. Assuming the correctness of UTEK’s and IITI’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 MKOS or its assets or business.

(g) Financial Statements. The unaudited financial statements of MKOS attached as Exhibit C present fairly its financial position and the results of its operations on the dates and for the periods shown on such statements; 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. MKOS 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 MKOS except as specifically set forth in the MKOS financial statements.

(h) Full Disclosure. All representations or warranties of MKOS 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.

(i) Compliance with Laws. MKOS 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.

(j) 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 MKOS, threatened against MKOS materially affecting its assets or business (financial or otherwise), and MKOS 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 MKOS, 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. MKOS has no knowledge of any existing or threatened occurrence, action or development that could cause a material adverse affect on MKOS or its business, assets or condition (financial or otherwise) or prospects.

(k) Development. MKOS agrees and warrants that it has the expertise necessary to and has had the opportunity to independently evaluate the inventions of the Licensed Patents and develop same for the market. MKOS further agrees that it will provide UTEK with copies of progress reports made to the university as required under the subject license agreement on a quarterly basis.

(l) Investment Company. MKOS is not an investment company, either registered or unregistered.

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2.03 Investment Representations of UTEK. UTEK represents and warrants to MKOS 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 MKOS Shares pursuant to the Acquisition. It is able to bear the economic risk of the investment in MKOS Shares, including the risk of a total loss of the investment in MKOS Shares. The acquisition of MKOS Shares is for its own account and is for investment and not with a view to any distribution of such shares. Except a permitted by law, it has 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 MKOS is true and correct. It has conducted all investigations and due diligence concerning MKOS 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 officers and directors of MKOS concerning MKOS Shares and the business and financial condition of and prospects for MKOS, and the officers and directors of MKOS 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, amended, and the rules and regulations thereunder.

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, if necessary, its respective shareholders and obtain approval of this Agreement. Copies of corporate actions taken shall be provided to each party.

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 MKOS or of IITI 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

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ARTICLE 4

CONDITIONS PRECEDENT

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 IITI Shares, IITI in the License Agreement, or the right of IITI 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.

4.06. The License Agreement and Consulting Agreement shall have been executed and delivered by all parties thereto and, to the best knowledge of UTEK and IITI, the License Agreement and Consulting Agreement shall be valid and in full force and effect without any default under such agreement.

4.07. MKOS shall have received, at or within 5 days before the Closing Date, each of the following:

(a) the stock certificates representing the IITI Shares, duly endorsed (or accompanied by duly executed stock powers) by UTEK for cancellation;

(b) all documentation relating to IITI’s business, all in form and substance satisfactory to MKOS;

(d) copies of the general ledgers and books of account of IITI, and all federal, state and local income, franchise, property and other tax returns filed by IITI since the inception of IITI;

(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 IITI in Florida;

(f) the original corporate minute books of IITI, including the articles of incorporation and bylaws of IITI, and all other documents filed in this Agreement;

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

Page 10 of 17

(i) such other documents, instruments or certificates as MKOS, or its counsel may reasonably request.

4.08. MKOS shall have completed its due diligence investigation of IITI to MKOS’s satisfaction in its sole discretion.

4.09. MKOS shall receive the resignations of each director and officer of IITI effective the Closing Date.

ARTICLE 5

INDEMNIFICATION AND LIABILITY LIMITATION

5.01. Survival of Representations and Warranties.

(a) The representations and warranties made by UTEK and IITI 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.

(b) The representations and warranties made by MKOS 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. MKOS agrees that UTEK shall not be liable under this agreement to MKOS or their respective successor’s, assigns or affiliates except where damages result directly from the gross negligence or willful misconduct of UTEK or its employees. In no event shall UTEK’s liability exceed the total amount of the fees paid to UTEK under this agreement, nor shall UTEK be liable for incidental or consequential damages of any kind. MKOS shall indemnify UTEK, and hold UTEK harmless against any and all claims by third parties for losses, damages or liabilities, including reasonable attorneys fees and expenses (“Losses”), arising in any manner out of or in connection with the rendering of services by UTEK under this Agreement, unless it is finally judicially determined that such Losses resulted from the gross negligence or willful misconduct of UTEK. The terms of this paragraph shall survive the termination of this agreement and shall apply to any controlling person, director, officer, employee or affiliate of UTEK.

5.03 Indemnification. MKOS agrees to indemnify and hold harmless UTEK and its subsidiaries and affiliates and each of its and their officers, directors, principals, shareholders, agents, independent contactors and employees (collectively “Indemnified Persons”) from and against any and all claims, liabilities, damages, obligations, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation) arising out of or relating to matters or arising from this Agreement, except to the extent that any such claim, liability, obligation, damage, cost or expense shall have been determined by final non-appealable order of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Person or Persons in respect of whom such liability is asserted.

(a) Limitation of Liability. MKOS agrees that no Indemnified Person shall have any liability as a result of the execution and delivery of this Agreement, or other matters relating to or arising from this Agreement, other than liabilities that shall have been determined by final non-appealable order of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Person or Persons in respect of whom such liability is asserted. Without limiting the generality of the foregoing, in no event shall any Indemnified Person be liable for consequential, indirect or punitive damages, damages for lost profits or opportunities or other like damages or claims of any kind. In no event shall UTEK’s liability exceed the total amount of the fees paid to UTEK under this Agreement.

Page 11 of 17

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, the 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 New York, New York. 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 MKOS, one by UTEK and a third by the two selected arbitrators. The third arbitrator shall be the chairman of the panel.

ARTICLE 8

MISCELLANEOUS

8.02. 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 Delaware without regard to principles of conflicts of law.

Page 12 of 17

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		INFINITE IDENTIFICATION TECHNOLOGIES, INC.

By:	/s/ James C. Katzaroff	By:	/s/ Joel H. Edelson
	James C. Katzaroff,		Joel H. Edelson
	CEO		President

	Address:		Address:
	7203 Deschutes Avenue		2109 E. Palm Avenue
	Kennewick, Washington 99336		Tampa, Florida 33605

Date:	January 4, 2007	Date:	January 4, 2007

UTEK CORPORATION		COMPLIANCE OFFICER

By:	/s/ Clifford M. Gross	By:	/s/ Doug Schaedler
	Clifford M. Gross, Ph.D.
	Chief Executive Officer	Date:	January 4, 2007

	Address:
	2109 E. Palm Avenue
	Tampa, Florida 33605

Date:	January 4, 2007

Page 13 of 17

EXHIBIT A

Outstanding Agreements

License Agreement from the Los Alamos National Laboratory, operated by Los Alamos National Security, LLC for the U.S. Department of Energy

Consulting Agreement with Coates Consulting, LLC

Page 14 of 17

EXHIBIT B

INFINITE IDENTIFICATION TECHNOLOGIES, Inc.

Financial Statements as of

January , 2007

Page 15 of 17

EXHIBIT C

Manakoa Services Corporation

FORM 10-QSB or Un-Audited Financials

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Including Audited Financial Statements

For the fiscal quarter ended September 30, 2006

Page 16 of 17

EXHIBIT D

Manakoa Services Corporation

1) Corporate Resolution Authorizing Approval of Acquisition

2) Irrevocable Transfer Agent Instructions

Page 17 of 17

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