ACQUISITION OF

                    ADVANCED MICROSPHERE TECHNOLOGY, INC. BY

                        PRIME PHARMACEUTICAL CORPORATION



                        AGREEMENT AND PLAN OF ACQUISITION



This acquisition Agreement ("Agreement") is entered into by and among PRIME,

Inc. ("PRIME"), an Ontario, Canada Corporation, Advanced Microsphere Technology,

Inc. (AMTI) a Florida Corporation and UTEK Corporation, a Delaware Corporation

("UTEK").



WHEREAS, UTEK owns 100% of the outstanding shares of the capital stock of AMTI;

and



WHEREAS, AMTI has negotiated with the Curators of the University of Missouri

(MISSOURI) and has acquired, the exclusive worldwide license (for the fields of

use described in the License Agreement contained in Exhibit A) to develop and

market a proprietary microsphere technology U.S. Provisional Patent Pending

(Application #09/241,492; Inventors: Delbert E. Day and Samuel Conzone.



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

AMTI will be acquired by PRIME in a tax free, stock for stock exchange

("Reorganization") in accordance with the respective corporation laws of their

states, upon consummation of which the assets and business of AMTI will be owned

by PRIME, and all issued and outstanding shares of capital stock of AMTI will be

exchanged for common stock of PRIME with terms and conditions as set forth more

fully herein; and



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

qualify as a tax-free reorganization 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 hereby

acknowledged, the parties agree as follows:





                                       1

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                                    ARTICLE 1

                         STOCK FOR STOCK REORGANIZATION



         1.01     The Acquisition



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

Agreement, at the Effective Time, as defined below, AMTI shall be acquired by

PRIME in accordance with the laws of the respective states and the provisions of

this Agreement. The constituent corporations to this acquisition are PRIME and

AMTI.



         (b)      Effective Time. The acquisition shall become effective

("Effective Time") upon the execution of this Agreement.



         1.02     Conversion of Stock. At the Effective Time, by virtue of the

Acquisition and without any action on the part of the shareholders of the

Constituent Corporations:



         (a)      All of the shares of AMTI stock that are issued and

                  outstanding at the Effective Time shall be converted into

                  560,000 shares of common stock of PRIME which by agreement of

                  the shareholders of AMTI shall be issued as follows:



                  (i)      to UTEK Corporation: 560,000 shares.



         1.03     Effect of Acquisition.



         (a)      Rights in AMTI Cease. At and after the Effective Time, the

holder of each certificate of common stock of AMTI shall cease to have any

rights as a shareholder of AMTI.



         (b)      Closure of AMTI Stock Records. From and after the Effective

Time, the stock transfer books of AMTI shall be closed, and there shall be no

further registration of stock transfers on the records of AMTI.



         1.04     Closing. Subject to the terms and conditions of this

Agreement, the Closing of the transaction shall take place on or before

September 26, 2001, ("Closing Date") with the conveyance to follow unless

extended by mutual consent of the parties in writing.





                                       2

<PAGE>



                                    ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES



         2.01     General Representations and Warranties of UTEK and AMTI. UTEK

and AMTI represents and warrants to PRIME that the facts set forth below are

true and correct:



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

validly existing and in good standing under the laws of their respective States,

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 minutes of AMTI

have been provided to PRIME 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 Reorganization and the other transactions contemplated

hereby have been duly authorized by the Board of Directors and shareholders of

AMTI 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 AMTI and UTEK have all

requisite corporate and other authority to execute and deliver this Agreement

and consummate the transactions contemplated hereby.



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

1,000,000 shares of common stock, par value $.01 per share; at the date hereof,

1,000 shares of common stock were issued and outstanding. UTEK owns all of the

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