ACQUISITION OF TECHNOLOGY DEVELOPMENT, INC.

                                       BY

                             THE QUANTUM GROUP, INC.



                      AGREEMENT AND PLAN OF REORGANIZATION



     This Agreement and Plan of Reorganization ("Agreement") is entered into by

     and among The Quantum Group, Inc. ("QGI"), a Nevada Corporation, UTEK

     Corporation, a Delaware Corporation ("UTEK") and Technology Development,

     Inc. (TDI) a Florida Corporation.



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

     TDI; and



     WHEREAS, TDI has negotiated with Dartmouth College (DARTMOUTH) and seeks to

     acquire by the Closing Date, the exclusive worldwide license (for the

     fields of use described in the License Agreement contained in Exhibit A) to

     develop and market a proprietary technology for modifying ice adhesion

     strength to conductive surfaces which is described in a US patent entitled

     "Systems and Methods for Modifying Ice Adhesion Strength" (TECHNOLOGY)

     Inventor: Dr. Victor F. Petrenko. US Patent Number 6,027,075. DARTMOUTH is

     the owner of US Patent Number 6,027,075.



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

     which TDI will be acquired by QGI in a tax free, stock for stock exchange

     ("Acquisition") in accordance with the Corporation Law of Nevada and the

     State of Florida, upon consummation of which the assets and business of TDI

     will be owned by QGI, and all issued and outstanding shares of capital

     stock of TDI will be exchanged for common stock of QGI with terms and

     conditions as set forth more fully herein; and



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

     Acquisition 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:





                                    ARTICLE 1

                                 THE ACQUISITION



         1.01     The Acquisition



Agreement and Plan of Reorganization



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                                                                               1



<PAGE>   2





         (a)      Agreement to Merge.  Subject to the terms and conditions of

     this Agreement, at the Effective Time, as defined below, TDI shall be

     merged with and into QGI in accordance with the Nevada Act and the

     provisions of this Agreement; the separate corporate existence of TDI shall

     cease; and QGI shall continue as the surviving corporation ("Surviving

     Corporation"). The constituent corporations ("Constituent Corporations") to

     the Acquisition are QGI and TDI. The name of the Surviving Corporation, The

     Quantum Group, Inc., shall not be changed by reason of the Acquisition.



         (b)      Effective Time. The Acquisition shall become effective

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

     execution, QGI will file of a Certificate of Merger ("Certificate of

     Merger") with the Secretary of State of the State of Nevada in accordance

     with the applicable provisions of the Nevada Act and UTEK will file the

     Articles of Merger with the Secretary of State of the State of Florida in

     accordance with the applicable provisions of the Florida Act.



         (c)      Effect of the Acquisition. At the Effective Time the effect of

     the Acquisition as shall be as provided herein and as set forth in the

     Nevada Act and the Florida Act, without limiting the generality of the

     foregoing and subject thereto, as of the Effective Time, all rights,

     powers, privileges, franchises, licenses and permits of the Constituent

     Corporations and all property, real, personal and mixed, shall be vested in

     the Surviving Corporation; and all debts, duties, liabilities and claims of

     every kind, character and description of the Constituent Corporations shall

     be debts, duties, liabilities and claims of the Surviving Corporation and

     may be enforced against the Surviving Corporation to the same extent as if

     such debts, duties, liabilities and claims had been incurred by it

     originally. All rights of creditors of the Constituent Corporations and all

     liens upon property of any Constituent Corporation shall be preserved

     unimpaired and shall not be altered in any way by reason of the

     Acquisition.



         (d)      Tax Consequences. It is intended that the Acquisition shall

     constitute reorganization within the meaning of Section 368 (a) (1) (B) of

     the Code and that the Agreement shall constitute a "Plan of Reorganization"

     within the meaning of Treasury Regulation Section 1.350-2(g).



         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:



         (i)  All of the shares of TDI stock that are issued and outstanding at

              the Effective Time shall be converted into 1,446,153 unregistered

              shares (the actual number of shares has been adjusted based on the

              bid price on the day prior to closing to equal a value of

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