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, AZPbpJlNwh+d92B8zHgR13rdEEtT+VHBJtdSZ9OLLhcp0eH+5H60hHaBTk9CG0eS lG7M8od+VUuq3d5+5xDVFg== 0001193125-08-014072.txt : 20080129 0001193125-08-014072.hdr.sgml : 20080129 20080129100255 ACCESSION NUMBER: 0001193125-08-014072 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080129 DATE AS OF CHANGE: 20080129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MACHINETALKER INC CENTRAL INDEX KEY: 0001172631 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 010592299 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83548 FILM NUMBER: 08556246 BUSINESS ADDRESS: STREET 1: 513 DE LA VINA STREET CITY: SANTA BARBARA STATE: CA ZIP: 93101 BUSINESS PHONE: 805-957-1680 MAIL ADDRESS: STREET 1: 513 DE LA VINA STREET CITY: SANTA BARBARA STATE: CA ZIP: 93101 FORMER COMPANY: FORMER CONFORMED NAME: MACHINE TALKER INC DATE OF NAME CHANGE: 20020506 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

CUSIP No. 55448V204

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

MACHINETALKER, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

55448V204

(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)

December 28, 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-l(e), 240.13d-l(f) or 240.13d-l(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. 55448V204


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 49,500,000
		8. Shared Voting Power
		9. Sole Dispositive Power 49,500,000
		10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 49,500,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 22.65%
14.	Type of Reporting Person (See Instructions) CO

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CUSIP No. 55448V204

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 MachineTalker, Inc., a Delaware corporation. The address of the principal executive offices of MachineTalker, Inc. is 513 De La Vina Street, Santa Barbara, California 93101.

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 July 20, 2007, UTEK entered into an Agreement and Plan of Acquisition with MachineTalker pursuant to which it received 3,000,000 shares of common stock of MachineTalker in connection with the sale its wholly-owned subsidiary, Wide Band Detection Technologies, Inc. (“WBDT”), to MachineTalker. At the time of the sale, WBDT held $40,000 in technology licensed from the University of California, Livermore.

On December 28, 2007, UTEK entered into an Agreement and Plan of Acquisition with MachineTalker pursuant to which it received 46,500,000 shares of common stock of Machine Talker in connection with the sale its wholly-owned subsidiary, Micro Wireless Technologies, Inc. (“MWT”), to MachineTalker. At the time of the sale, MWT held $345,000 in cash and technology licensed from the University of South Florida.

UTEK has no present plans or proposals relating to MachineTalker, Inc. which relate to or would result in:

(a)	The acquisition by any person of additional securities of MachineTalker;

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CUSIP No. 55448V204

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

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

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

(e)	Any material change in the present capitalization or dividend policy of MachineTalker;

(f)

Any other material change in MachineTalker’s business or corporate structure including but not limited to, if MachineTalker 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 MachineTalker’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of MachineTalker by any person;

(h)	Causing a class of securities of MachineTalker 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 MachineTalker 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 of MachineTalker, Inc. 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 Machine Talker, Inc.

As of December 28, 2007, UTEK was the record owner of 49,500,000 shares of common stock of MachineTalker, Inc which would constitute approximately 22.65% of the 218,564,985 shares of common stock that would be outstanding after the agreement and plan of acquisition was closed on December 28, 2007 (based on the number of shares outstanding as contained in the most recently available filings with the Commission by MachineTalker). UTEK has the sole power to vote and dispose of all of such shares.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Machine Talker, Inc.

Except as described below, there are no contracts, arrangements, understandings or relationships (legal

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CUSIP No. 55448V204

or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of MachineTalker, Inc., 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.

Until December 28, 2008, the aggregate number of shares of stock that UTEK has received will be adjusted proportionately by the Board of Directors of MachineTalker for any increase in the number of outstanding shares of common stock resulting from the issuance of any additional equity securities by MachineTalker to any of its officers and directors as of December 28, 2008, other than the issuance of stock pursuant to an option or other convertible security already outstanding on or before December 28, 2008, or stock purchased by officers and directors for a price equal to or greater than fair market value.

Until June 28, 2008, MachineTalker has the right to buy back up to 46,500,000 shares of the common stock from UTEK at a price of $0.04 per share. Additionally, until December 28, 2010, MachineTalker has the right of first refusal to purchase shares of MachineTalker common stock from UTEK before UTEK may sell such shares to any third party. This right of first refusal must be exercised by MachineTalker within 48 hours after notice from UTEK.

Item 7.

Material to Be Filed as Exhibits

The following documents are attached hereto as exhibits:

Exhibit No.:


7.1		Agreement and Plan of Acquisition, dated July 20, 2007, among Wide Band Detection Technologies, Inc., UTEK Corporation and MachineTalker, Inc.

7.2		Agreement and Plan of Acquisition, dated December 28, 2007, among Micro Wireless Technologies, Inc., UTEK Corporation and MachineTalker, Inc.

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: January 28, 2008

/s/ Carole R. Wright, CFO

Signature

Carole R. Wright, CFO

Name/Title

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CUSIP No. 55448V204

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 AGREEMENT AND PLAN OF ACQUISITION, DATED JULY 20, 2007 Agreement and Plan of Acquisition, dated July 20, 2007

Exhibit 7.1

ACQUISITION OF WIDEBAND DETECTION TECHNOLOGIES, INC.

MACHINETALKER, INC.

AGREEMENT AND PLAN OF ACQUISITION

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Wideband Detection Technologies, Inc., a Florida corporation, (WDTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and MachineTalker, Inc., a Delaware corporation, (MTKN)

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

WHEREAS, before the Closing Date, WDTI will acquire the license for the fields of use as described in the License 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 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 WDTI will be acquired by MTKN in a stock-for-stock exchange (Acquisition) in accordance with the respective corporation laws of their state, upon consummation of which all WDTI Shares will be owned by MTKN, and all issued and outstanding WDTI Shares will be exchanged for common stock of MTKN 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 WDTI Shares shall be acquired from UTEK by MTKN in accordance with the respective corporation laws of their state and the provisions of this Agreement and the separate corporate existence of WDTI, as a wholly-owned subsidiary of MTKN, 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 Exchange of Stock. At the Effective Date, by virtue of the Acquisition, all of the WDTI Shares that are issued and outstanding at the Effective Date shall be exchanged for

•

An equivalent value of $240,000 payable with 3,000,000 unregistered shares of MachineTalker, Inc. (MTKN.OB) common stock (based on the value of $.08 per share as of close of business July 11, 2007).

•

Piggyback registration rights for issued shares


Shareholder		Number of Common MTKN Shares
UTEK Corporation		3,000,000

1.03 Effect of Acquisition.

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

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

1.04 Closing. Subject to the terms and conditions of this Agreement, the Closing of the Acquisition shall take place July 20, 2007.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

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

(a) Organization. WDTI 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 WDTI have been provided to MTKN 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 WDTI 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 WDTI 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 WDTI consists of 1,000,000 shares of common stock with a par value $.01 per share. At the date of this Agreement, 1,000 WDTI Shares are issued and outstanding and owned by UTEK Corporation, as follows:

All issued and outstanding WDTI 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. WDTI is not authorized to issue any preferred stock. All dividends on WDTI 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 WDTI to issue any WDTI Shares or securities convertible into WDTI Shares to anyone for any reason whatsoever. None of the WDTI 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.

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(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 WDTI or UTEK is a party and will not create a default under any such obligation or under any agreement to which WDTI or UTEK is a party. This Agreement constitutes a legal, valid and binding obligation of WDTI, 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 WDTI 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 WDTI.

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

(h) Title to Assets. WDTI 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 WDTI. WDTI has or will by Closing Date have good and marketable title to its assets, including but not limited to all of its intellectual and other intangible property, free and clear of all liens, claims, charges, mortgages, options, security agreements and other encumbrances of every kind or nature whatsoever.

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(i) Intellectual Property

(1) The Lawrence Livermore National Laboratory (LLNL) 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 LLNL and WDTI 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, MTKN acknowledges and understands that WDTI 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, WDTI 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 WDTI. WDTI 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 WDTI, 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 WDTI’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. WDTI 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 WDTI except as specifically set forth in the financial statements and the other attached schedules and exhibits. There is no information known to WDTI or UTEK that would prevent the financial statements of WDTI 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 WDTI 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 WDTI 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 WDTI by any taxing authority, have been properly paid, except to the extent reflected on WDTI’s financial statements, where WDTI 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. WDTI has not received any notice of assessment or proposed assessment in connection with any tax returns, nor is WDTI 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. WDTI 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. WDTI has made

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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 WDTI. WDTI 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, WDTI has not, and without the written consent of MTKN, 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;

(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 WDTI;

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

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

(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 WDTI; or

(8) Taken any action, which could reasonably be foreseen to make any of the representations or warranties made by WDTI 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 WDTI and a third party. A complete and accurate copy 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 MTKN 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 WDTI in accordance with their respective terms and will continue to be valid and enforceable following the Acquisition. WDTI is not in default of 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 WDTI; and

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

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

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(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 WDTI’s property; and

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

(o) Compliance with Laws. WDTI 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 WDTI or UTEK, threatened against WDTI, the Technology, or License Agreement, affecting its assets or business (financial or otherwise), and neither WDTI 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 WDTI 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 WDTI or the transactions contemplated.

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

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

(s) Employee Benefit Plans. WDTI 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 WDTI 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 WDTI 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 WDTI 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.

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2.02 Representations and Warranties of MTKN. MTKN represents and warrants to UTEK and WDTI that the facts set forth are true and correct.

(a) Organization. MTKN 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 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 MTKN; 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 MTKN consists of 500,000,000 (Five Hundred Million) shares of common stock with a par value $0.001 per share (MTKN Common Shares) and on the Effective Date of the Acquisition 165,437,842 MTKN Shares (which will include the 3,000,000 MTKN Common Shares issued at the closing of the Acquisition) will be issued and outstanding. All issued and outstanding MTKN 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) Anti Dilution Adjustments. UTEK currently owns zero common shares of MTKN and will be acquiring 3,000,000 unregistered shares of MTKN totaling 3,000,000 registered and unregistered shares; and based on a total of 165,437,842 issued shares this total will represent a 1.8% ownership position in MTKN shares on an “as if converted basis”. For a period of twelve months from the Effective date of this Agreement, the aggregate number of shares of stock that UTEK has received shall be adjusted proportionately by the Board of Directors of MTKN for any increase in the number of outstanding shares of Stock resulting from the issuance of any additional equity securities by the Company to any of its current list of officers and directors as of the Effective Date, other than the issuance of stock pursuant to an option or other convertible security already outstanding on or before the Effective Date, or stock purchased by officers and directors for a price equal to or greater than fair market value.

For purposes in this Agreement, “as if converted basis” shall mean total outstanding common shares after giving effect to the conversion of all outstanding equity securities including preferred stock or other convertible instruments.

(e) 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 MTKN is a party and will not create a default hereunder, and this Agreement constitutes a legal, valid and binding obligation of MTKN, 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) 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 MTKN.

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(g) No Conflicting Agreements. Neither the execution and delivery of this Agreement nor the fulfillment of or compliance by MTKN 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.

(h) Consents. Assuming the correctness of UTEK and WDTI’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 MTKN or its assets or business.

(i) Financial Statements. The unaudited financial statements of MTKN 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. MTKN 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 MTKN except as specifically set forth in the MTKN financial statements.

(j) Full Disclosure. All representations or warranties of MTKN 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.

(k) Compliance with Laws. MTKN 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.

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

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(m) Development. MTKN agrees and warrants that it has the expertise necessary to and has had the opportunity to independently evaluate the inventions of the Licensed Technology and develop same for the market.

(n) Investment Company Status. MTKN is not an investment company, either registered or unregistered.

2.03 Investment Representations of UTEK. UTEK represents and warrants to MTKN 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 MTKN Shares pursuant to the Acquisition. It is able to bear the economic risk of the investment in MTKN Shares, including the risk of a total loss of the investment in MTKN Shares. The acquisition of MTKN 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 MTKN is true and correct. It has conducted all investigations and due diligence concerning MTKN 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 MTKN concerning MTKN Shares and the business and financial condition of and prospects for MTKN, and the officers and directors of MTKN 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 MTKN Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN 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 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. Subject to Rule 144 restrictions, 24 months or as amended, following the stock acquisition described herein, MTKN agrees to and shall direct its transfer agent to remove the above legend upon the issuance by UTEK’s legal counsel that the above legend can be removed from UTEK’s shares. MTKN agrees to and promptly shall provide any information requested by UTEK or UTEK’s counsel and to make 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 Rule 144 or other available exemption from registration.

(d) In the event that MTKN fails to direct its transfer agent to remove the legend within fifteen (15) days of request by UTEK, MTKN shall be liable to an additional fee of ten percent (10%) of the current value of the shares held by UTEK, as well as any and all attorney fees and costs that UTEK may incur as a result of MTKN failing to comply in this request.

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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 party’s 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 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

(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 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.

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 challenges the right, title and interest of UTEK in the WDTI Shares or the right of WDTI 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.

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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 WDTI, the License Agreement with The Lawrence Livermore National Laboratory is valid and in full force and effect without any default in this Agreement.

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

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

(b) all documentation relating to WDTI’s business, all in a form and substance satisfactory to MTKN, including but not limited to the signed License Agreement with The Lawrence Livermore National Laboratory;

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

(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 WDTI in Florida;

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

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

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

4.08. MTKN shall have completed due diligence investigation of WDTI to MTKN’s satisfaction in their sole discretion.

4.09. MTKN shall receive the resignation effective the Closing Date of each director and officer of WDTI.

ARTICLE 5

INDEMNIFICATION AND LIABILITY LIMITATION

5.01. Survival of Representations and Warranties.

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

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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 MTKN 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. MTKN agrees that UTEK shall not be liable under this agreement to MTKN or their respective successor’s, assigns or affiliates except where damages result directly from the negligence or willful misconduct of UTEK or its employees. In no event shall UTEK’s liability exceed the total amount of the consideration paid to UTEK under this agreement, nor shall UTEK be liable for incidental or consequential damages of any kind. MTKN 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 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. MTKN 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, or breach of this agreement by the Indemnified Person or Persons in respect of whom such liability is asserted.

(a) Limitation of Liability. MTKN 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 consideration paid to UTEK under this Agreement.

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

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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 the State of California. 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 MTKN, 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 Florida without regard to principles of conflicts of law.

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 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.

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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.

(Signatures on the following page)

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MACHINETALKER, INC.		WIDEBAND DETECTION TECHNOLOGIES, INC.

By:	/S/ Roland F. Bryan	By:	/S/ Joel Edelson
	Roland F. Bryan,		Joel Edelson
	Chief Executive Officer		President

	Address:		Address:
	513 De La Vina Street		2109 East Palm Avenue
	Santa Barbara, CA 93101		Tampa, Florida 33605

Date: July 20, 2007		Date: July 20, 2007

UTEK CORPORATION

By:	/S/ Doug Schaedler
	Doug Schaedler
	Chief Operating Officer

	Address:
	2109 East Palm Avenue
	Tampa, Florida 33605

Date: July 20, 2007

UTEK CORPORATION

By:	/S/ Doug Schaedler
	Doug Schaedler
	Chief Compliance Officer

	Address:
	2109 East Palm Avenue
	Tampa, Florida 33605

Date: July 20, 2007

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EXHIBIT A

Outstanding Agreements

From the Lawrence Livermore National Laboratory

1) License Agreement

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EXHIBIT B

WIDEBAND DETECTION TECHNOLOGIES, INC.

Financial Statements as of

July 11, 2007

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EXHIBIT C

MACHINETALKER, INC.

Audited Financial Statements

for MachineTalker, Inc.

For the Quarter ended September 30, 2006

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EX-7.2 3 dex72.htm AGREEMENT AND PLAN OF ACQUISITION, DATED DECEMBER 28, 2007 Agreement and Plan of Acquisition, dated December 28, 2007

Exhibit 7.2

ACQUISITION OF MICRO WIRELESS TECHNOLOGIES, INC.

MACHINETALKER, INC.

AGREEMENT AND PLAN OF ACQUISITION

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Micro Wireless Technologies, Inc., a Florida corporation, (MWTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and MachineTalker, Inc., a Delaware corporation, (MTKN)

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

WHEREAS, before the Closing Date, MWTI will acquire the license for the fields of use as described in the License 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 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 MWTI will be acquired by MTKN in a stock-for-stock exchange (Acquisition) in accordance with the respective corporation laws of their state, upon consummation of which all MWTI Shares will be owned by MTKN, and all issued and outstanding MWTI Shares will be exchanged for common stock of MTKN 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 MWTI Shares shall be acquired from UTEK by MTKN in accordance with the respective corporation laws of their state and the provisions of this Agreement and the separate corporate existence of MWTI, as a wholly-owned subsidiary of MTKN, 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 Exchange of Stock. At the Effective Date, by virtue of the Acquisition, all of the MWTI Shares that are issued and outstanding at the Effective Date shall be exchanged for

•

An equivalent value of $1,860,000 payable with 46,500,000 unregistered shares of MachineTalker, Inc. (MTKN.OB) common stock (based on the value of $.04 per share as of close of business December 28, 2007).

•

Piggyback registration rights for issued shares


Shareholder		Number of Common MTKN Shares
UTEK Corporation		46,500,000

1.03 Effect of Acquisition.

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

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

1.04 Closing. Subject to the terms and conditions of this Agreement, the Closing of the Acquisition shall take place December 28, 2007.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

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

(a) Organization. MWTI 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 MWTI have been provided to MTKN 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 MWTI 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 MWTI 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 MWTI consists of 1,000,000 shares of common stock with a par value $.01 per share. At the date of this Agreement, 1,000 MWTI Shares are issued and outstanding and owned by UTEK Corporation, as follows:

All issued and outstanding MWTI 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. MWTI is not authorized to issue any preferred stock. All dividends on MWTI 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 MWTI to issue any MWTI Shares or securities convertible into MWTI Shares to anyone for any reason whatsoever. None of the MWTI 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.

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(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 MWTI or UTEK is a party and will not create a default under any such obligation or under any agreement to which MWTI or UTEK is a party. This Agreement constitutes a legal, valid and binding obligation of MWTI, 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 MWTI 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 MWTI.

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

(h) Title to Assets. MWTI 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 MWTI. MWTI has or will by Closing Date have good and marketable title to its assets, including but not limited to all of its intellectual and other intangible property, free and clear of all liens, claims, charges, mortgages, options, security agreements and other encumbrances of every kind or nature whatsoever.

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(i) Intellectual Property

(1) The University of South Florida (USF) owns the Technology and the University of South Florida Research Foundation (USFRF) 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 USFRF and MWTI 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, MTKN acknowledges and understands that MWTI 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, MWTI 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 MWTI. MWTI 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 MWTI, 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 MWTI’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. MWTI 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 MWTI except as specifically set forth in the financial statements and the other attached schedules and exhibits. There is no information known to MWTI or UTEK that would prevent the financial statements of MWTI 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 MWTI 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 MWTI 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 MWTI by any taxing authority, have been properly paid, except to the extent reflected on MWTI’s financial statements, where MWTI 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. MWTI has not received any notice of assessment or proposed assessment in connection with any tax returns, nor is MWTI 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. MWTI 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

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of its assets. There is no basis for any additional assessment of taxes, interest or penalties. MWTI 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 MWTI. MWTI 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, MWTI has not, and without the written consent of MTKN, 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 MWTI;

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

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

(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 MWTI; or

(8) Taken any action, which could reasonably be foreseen to make any of the representations or warranties made by MWTI 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 MWTI and a third party. A complete and accurate copy 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 MTKN 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 MWTI in accordance with their respective terms and will continue to be valid and enforceable following the Acquisition. MWTI 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 MWTI is bound; and

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

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(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 MWTI’s property; and

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

(o) Compliance with Laws. MWTI 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 MWTI or UTEK, threatened against MWTI, the Technology, or License Agreement, affecting its assets or business (financial or otherwise), and neither MWTI 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 MWTI 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 MWTI or the transactions contemplated.

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

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

(s) Employee Benefit Plans. MWTI 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 MWTI 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 MWTI 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 MWTI 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

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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 MTKN. MTKN represents and warrants to UTEK and MWTI that the facts set forth are true and correct.

(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 MTKN; 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 MTKN consists of 500,000,000 (Five Hundred Million) shares of common stock with a par value $0.001 per share (MTKN Common Shares) and on the Effective Date of the Acquisition 221,564,985 MTKN Shares (which will include the 46,500,000 MTKN Common Shares issued at the closing of the Acquisition) will be issued and outstanding. All issued and outstanding MTKN 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) Anti Dilution Adjustments. UTEK currently owns 3,000,000 common shares of MTKN and will be acquiring 46,500,000 unregistered shares of MTKN totaling 49,500,000 registered and unregistered shares; and based on a total of 221,564,985 issued shares this total will represent a 22.3% ownership position in MTKN shares on an “as if converted basis”. For a period of twelve months from the Effective date of this Agreement, the aggregate number of shares of stock that UTEK has received shall be adjusted proportionately by the Board of Directors of MTKN for any increase in the number of outstanding shares of Stock resulting from the issuance of any additional equity securities by the Company to any of its current list of officers and directors as of the Effective Date, other than the issuance of stock pursuant to an option or other convertible security already outstanding on or before the Effective Date, or stock purchased by officers and directors for a price equal to or greater than fair market value.

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(h) Consents. Assuming the correctness of UTEK and MWTI’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 MTKN or its assets or business.

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(n) Investment Company Status. MTKN is not an investment company, either registered or unregistered.

2.03 Investment Representations of UTEK. UTEK represents and warrants to MTKN that:

(c) Legend. Subject to Rule 144 restrictions, following the stock acquisition described herein, MTKN agrees to and shall direct its transfer agent to remove the above legend upon the issuance by UTEK’s legal counsel that the above legend can be removed from UTEK’s shares. MTKN agrees to and promptly shall provide any information requested by UTEK or UTEK’s counsel and to make 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 Rule 144 or other available exemption from registration.

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(e) For the first six months after the execution of the Acquisition Agreement, MTKN will have the right to purchase up to 46,500,000 shares of MTKN stock from UTEK at $.04 per share.

(f) For the first 36 months after the execution of the Acquisition Agreement, UTEK will offer to MTKN and MTKN will have the first right to purchase stock from UTEK at market price before UTEK sells MTKN shares. MTKN will have 48 hours upon notice from UTEK to decide to exercise this right to purchase.

ARTICLE 3

TRANSACTIONS PRIOR TO CLOSING

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

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.

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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 challenges the right, title and interest of UTEK in the MWTI Shares or the right of MWTI 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 MWTI, the License Agreement with The University of South Florida is valid and in full force and effect without any default in this Agreement.

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

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

(b) all documentation relating to MWTI’s business, all in a form and substance satisfactory to MTKN, including but not limited to the signed License Agreement with The Lawrence Livermore National Laboratory;

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

(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 MWTI in Florida;

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

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

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

4.08. MTKN shall have completed due diligence investigation of MWTI to MTKN’s satisfaction in their sole discretion.

4.09. MTKN shall receive the resignation effective the Closing Date of each director and officer of MWTI.

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ARTICLE 5

INDEMNIFICATION AND LIABILITY LIMITATION

5.01. Survival of Representations and Warranties.

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

ARTICLE 6

REMEDIES

6.01 Specific Performance. Each party’s obligations under this Agreement are unique. If any party

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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 the State where initiated. 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 MTKN, 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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8.07. 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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MACHINETALKER, INC.		MICRO WIRELESS TECHNOLOGIES, INC.

By:	/S/ Roland S. Bryan	By:	/S/ Joel Edelson
	Roland F. Bryan,		Joel Edelson
	Chief Executive Officer		President

	Address:		Address:
	513 De La Vina Street		2109 East Palm Avenue
	Santa Barbara, CA 93101		Tampa, Florida 33605

Date: December 28, 2007		Date: December 28, 2007

UTEK CORPORATION

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

	Address:
	2109 East Palm Avenue
	Tampa, Florida 33605

Date: December 28, 2007

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EXHIBIT A

Outstanding Agreements

From the University of South Florida

1) License Agreement

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EXHIBIT B

MICRO WIRELESS TECHNOLOGIES, INC.

Financial Statements as of

December 28, 2007

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EXHIBIT C

MACHINETALKER, INC.

Audited Financial Statements

for MachineTalker, Inc.

For the Quarter ended September 30, 2007

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