<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>220
<FILENAME>v07806_ex10-17.txt
<TEXT>

                         FORM OF SUBSCRIPTION AGREEMENT


                             SUBSCRIPTION AGREEMENT

      SUBSCRIPTION AGREEMENT  ("Subscription  Agreement") made as of this __ day
of  __________________,  2004,  by and among CCP  Worldwide,  Inc.,  a  Delaware
corporation (the "Company"),  Dyadic International,  Inc., a Florida corporation
and upon the Closing Date (as defined  below) a wholly owned  subsidiary  of the
Company ("Dyadic") and the undersigned (the "Subscriber").

      WHEREAS,  the  Company and Dyadic are  parties to a certain  Agreement  of
Merger and Plan of  Reorganization  dated as of September  28, 2004 (the "Merger
Agreement"), pursuant to which a newly organized, wholly owned subsidiary of the
Company  will merge with and into  Dyadic,  Dyadic  will  become a wholly  owned
subsidiary  of the Company,  and the existing  Dyadic  stockholders  will obtain
majority ownership and control of the Company (the "Merger").  Immediately after
the effective time of the Merger (the "Closing  Date"),  the Company will change
its name to Dyadic  International,  Inc. and will assume,  through  Dyadic,  its
business and operations.

      WHEREAS,  to facilitate  the Merger,  and as a condition to the closing of
the Merger,  the Company  intends to issue, in a private  placement  transaction
(the "Offering")  pursuant to Regulation D promulgated  under the Securities Act
of 1933, as amended (the "Act"),  its Units (the "Units")  consisting of (i) one
(1) share of the  Company's  common stock,  par value $0.001 per share  ("Common
Stock"), and (ii) one (1) five (5) year callable warrant for every two (2) Units
purchased  hereunder,  each warrant to purchase  one (1) share of the  Company's
Common Stock at an initial exercise price of $5.50 per share (the "Warrants" and
the Common  Stock  issuable  upon the  exercise  of the  Warrants  the  "Warrant
Shares"), on the terms and conditions  hereinafter set forth, and the Subscriber
desires to acquire that number of Units set forth on the signature page hereof.

      NOW,  THEREFORE,  for and in  consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:

      1. Subscription Procedure

      1.1  Subject  to the terms  and  conditions  hereinafter  set  forth,  the
Subscriber  hereby  subscribes  for and agrees to purchase from the Company such
number of Units as is set forth  upon the  signature  page  hereof at a price of
$3.33 per Unit (the "Purchase Price").  The Company agrees to sell such Units to
the Subscriber for the Purchase Price.


                                       1
<PAGE>

      1.2 The  subscription  period  will  begin as of  October 1, 2004 and will
terminate  (if the  Closing  Date  has not  earlier  occurred)  at 5 PM  Eastern
Standard Time on November 5, 2004,  unless  extended by the Company,  Dyadic and
the  Placement  Agents (as defined  below) for up to an  additional 90 days (the
"Termination Date"). The Units will be offered on a "best efforts" basis as more
particularly  set forth in the Confidential  Offering  Memorandum dated October,
2004 and any supplements thereto (the "Offering Memorandum"). The minimum dollar
amount of Units that may be purchased by the Subscriber is $25,000 unless Dyadic
and the Company  waive the  requirement.  The  consummation  of the  Offering is
subject to the satisfaction of a number of conditions,  as further  described in
the Offering Memorandum, one or more of which conditions may not occur.

      1.3  Placement  of Units  will be made by  [redacted  names  of  Placement
Agents]  (collectively,  the  "Placement  Agents"),  which will receive  certain
compensation  therefor as provided in that certain Engagement  Agreement,  dated
June 15 2004,  between the  Placement  Agents and Dyadic and which is more fully
described in the Offering Memorandum.

      1.4 The  Purchase  Price  will be placed in escrow  pursuant  to an escrow
agreement by and among the Placement Agents,  the Company,  and McGuireWoods LLP
as escrow agent (the "Escrow  Agreement")  and shall be paid over to the Company
at the closing of the purchase of the Units in the Offering  (the  "Closing") to
occur on the Closing Date.

      1.5 The  certificates  for the Common Stock together with the accompanying
Warrants  bearing the name of the Subscriber will be delivered by the Company no
later than fifteen (15) days following the Closing Date.  The Subscriber  hereby
authorizes  and directs the  Company to deliver the  securities  to be issued to
such Subscriber  pursuant to this  Subscription  Agreement to the residential or
business address indicated in the Investor Questionnaire.

      1.6 The Purchase Price for the Units purchased  hereunder shall be paid by
certified  check,  payable to  McGuireWoods  LLP,  as escrow  agent,  or by wire
transfer to McGuireWoods LLP pursuant to the following instructions:

                  BANK OF AMERICA - Jacksonville, FL
                  ABA:  026009593 (Domestic Wires)
                  Swift Code:  BOFAUS3N (International Wires)
                  Credit:  McGuireWoods LLP IOLTA Account
                  Account Number:  [redacted account number]
                  Reference:  (Louis W. Zehil / 2041649-0002)
                  [redacted name of Placement Agent]-Dyadic Subscription Escrow


      1.7 The  Company  and Dyadic  may,  in their sole  discretion,  reject any
subscription,  in whole or in part, or terminate or withdraw the Offering in its
entirety at any time prior to a closing in relation thereto. Neither the Company
nor any Placement  Agent shall be required to allocate among  investors on a pro
rata basis in the event of an over-subscription.

      2. Representations and Covenants of Subscriber

      2.1 The Subscriber  recognizes  that the purchase of Units involves a high
degree of risk in that (i) the Company will need  additional  capital but has no
assurance of additional necessary capital;  (ii) an investment in the Company is
highly  speculative  and only  investors who can afford the loss of their entire
investment  should  consider  investing  in the Company and the Units;  (iii) an
investor may not be able to liquidate his investment;  (iv)  transferability  of
the securities  comprising the Units is extremely  limited;  and (v) an investor
could sustain the loss of his entire investment,  as well as other risk factors,
as more fully set forth herein and in the Offering Memorandum.


                                       2
<PAGE>


      2.2 The Subscriber  represents that he is an "accredited investor" as such
term is  defined  in Rule 501 of  Regulation  D  promulgated  under the Act,  as
indicated by his responses to the Investor  Questionnaire,  the form of which is
attached  hereto as  Exhibit  A, and that he or it is able to bear the  economic
risk of an investment in the Units.  The  Subscriber  must complete the Investor
Questionnaire  to enable  the  Company  and  Dyadic to access  the  Subscriber's
eligibility for the Offering.

      2.3 The Subscriber  acknowledges that he has prior investment  experience,
including  investment in non-listed  and  non-registered  securities,  or he has
employed the services of an investment  advisor,  attorney or accountant to read
all of the documents  furnished or made  available by the Company or Dyadic both
to him and to all other  prospective  investors in the Units and to evaluate the
merits and risks of such an investment on his behalf, and that he recognizes the
highly speculative nature of this investment.

      2.4 The Subscriber acknowledges receipt and careful review of the Offering
Memorandum,  this Subscription Agreement,  the Common Stock Purchase Warrant and
the attachments hereto and thereto (collectively,  the "Offering Documents") and
hereby  represents  that he has been furnished or given access by the Company or
Dyadic during the course of this Offering with or to all  information  regarding
the Company and Dyadic and their respective  financial conditions and results of
operations  which he had requested or desired to know;  that all documents which
could be reasonably  provided have been made  available for his  inspection  and
review;  that he has been  afforded  the  opportunity  to ask  questions  of and
receive answers from duly authorized  representatives  of the Company and Dyadic
concerning  the  terms  and  conditions  of the  Offering,  and  any  additional
information which he had requested.

      2.5 The  Subscriber  acknowledges  that this Offering of Units may involve
tax consequences, and that the contents of the Offering Documents do not contain
tax advice or information.  The Subscriber  acknowledges that he must retain his
own  professional  advisors to  evaluate  the tax and other  consequences  of an
investment in the Units.

      2.6 The Subscriber  acknowledges  that this Offering of Units has not been
reviewed or approved by the United  States  Securities  and Exchange  Commission
("SEC") because the Offering is intended to be a nonpublic  offering pursuant to
Section  4(2) of the Act.  The  Subscriber  represents  that the Units are being
purchased for his own account, for investment and not for distribution or resale
to others. The Subscriber agrees that he will not sell or otherwise transfer any
of the securities  comprising the Units unless they are registered under the Act
or unless an  exemption  from  such  registration  is  available  and,  upon the
Company's  request,  the  Company  receives  an opinion  of  counsel  reasonably
satisfactory to the Company  confirming that an exemption from such registration
is available for such sale or transfer.

      2.7 The  Subscriber  understands  that the Units have not been  registered
under the Act by reason of a claimed  exemption  under the provisions of the Act
which depends, in part, upon his investment  intention.  The Subscriber realizes
that, in the view of the SEC, a purchase now with an intent to distribute  would
represent a purchase with an intent  inconsistent with his representation to the
Company,  and the SEC might  regard such a  distribution  as a deferred  sale to
which such exemption is not available.


                                       3
<PAGE>


      2.8 The  Subscriber  understands  that Rule 144 (the  "Rule")  promulgated
under the Act requires,  among other conditions, a one year holding period prior
to the resale (in  limited  amounts)  of  securities  acquired  in a  non-public
offering,  such as the  Offering,  without  having to satisfy  the  registration
requirements under the Act. The Subscriber understands that the Company makes no
representation  or  warranty  regarding  its  fulfillment  in the  future of any
reporting  requirements  under the  Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  or its  dissemination  to  the  public  of any  current
financial or other  information  concerning the Company,  as is required by Rule
144 as one of the conditions of its availability.  The Subscriber  consents that
the Company may, if it desires, permit the transfer of the Common Stock included
in the Units or issuable  upon the exercise of the Warrants out of his name only
when his request for transfer is accompanied by an opinion of counsel reasonably
satisfactory  to the Company  that  neither the sale nor the  proposed  transfer
results  in a  violation  of the Act or any  applicable  state  "blue  sky" laws
(collectively,  "Securities  Laws").  The Subscriber agrees to hold the Company,
Dyadic and their  respective  directors,  officers and  controlling  persons and
their respective heirs, representatives,  successors and assigns harmless and to
indemnify them against all liabilities, costs and expenses incurred by them as a
result of any misrepresentation  made by him contained herein or in the Investor
Questionnaire  or any sale or  distribution  by the  undersigned  Subscriber  in
violation of any Securities Laws.

      2.9 The Subscriber consents to the placement of one or more legends on any
certificate  or other  document  evidencing  his Units and the  Common  Stock or
Warrants  included in the Units or issuable  upon the  exercise of the  Warrants
stating that they have not been  registered  under the Act and setting  forth or
referring to the restrictions on transferability and sale thereof.

      2.10 The  Subscriber  understands  that the Company and Dyadic will review
this Subscription  Agreement and the Investor  Questionnaire and is hereby given
authority  by the  undersigned  to call  his  bank or  place  of  employment  or
otherwise  review the financial  standing of the  Subscriber;  and it is further
agreed that the Company and Dyadic reserve the  unrestricted  right to reject or
limit any subscription and to close the offer at any time.

      2.11 The  Subscriber  hereby  represents  that the  address of  Subscriber
furnished by him at the end of this  Subscription  Agreement and in the Investor
Questionnaire is the undersigned's principal residence if he is an individual or
its principal business address if it is a corporation or other entity.

      2.12 The  Subscriber  acknowledges  that if the Subscriber is a Registered
Representative of a National  Association of Securities  Dealers,  Inc. ("NASD")
member  firm,  he must give such firm the notice  required  by the NASD  Conduct
Rules, or any applicable  successor rules of the NASD,  receipt of which must be
acknowledged  by such firm on the signature page hereof.  The  Subscriber  shall
also notify the Company if the  Subscriber  or any  affiliate of Subscriber is a
registered  broker-dealer with the SEC, in which case the Subscriber  represents
that the Subscriber is purchasing  the Units in the ordinary  course of business
and, at the time of purchase of the Units, has no agreements or  understandings,
directly or  indirectly,  with any person to distribute the Units or any portion
thereof.

      2.13 The Subscriber  hereby  represents  that,  except as set forth in the
Offering  Documents,  no  representations  or  warranties  have been made to the
Subscriber  by  either  the  Company  or Dyadic or their  agents,  employees  or
affiliates and in entering into this transaction,  the Subscriber is not relying
on any information,  other than that contained in the Offering Documents and the
results of independent investigation by the Subscriber.

      2.14  The  Subscriber  agrees  that he  will  purchase  securities  in the
Offering only if his intent at such time is to make such purchase for investment
purposes and not with a view toward resale.


                                       4
<PAGE>


      2.15 If the undersigned Subscriber is a partnership, corporation, trust or
other  entity,  such  partnership,  corporation,  trust or other entity  further
represents and warrants that: (i) it was not formed for the purpose of investing
in the Company;  (ii) it is authorized  and otherwise duly qualified to purchase
and hold the Units; and (iii) that this Subscription Agreement has been duly and
validly  authorized,  executed and delivered and constitutes the legal,  binding
and enforceable obligation of the undersigned.

      2.16 If the  Subscriber is not a United  States  person,  such  Subscriber
hereby  represents that it has satisfied itself as to the full observance of the
laws of its  jurisdiction in connection with any invitation to subscribe for the
Units  or any use of  this  Subscription  Agreement,  including  (i)  the  legal
requirements  within its  jurisdiction  for the purchase of the Units,  (ii) any
foreign   exchange   restrictions   applicable  to  such  purchase,   (iii)  any
governmental or other consents that may need to be obtained, and (iv) the income
tax and other tax  consequences,  if any,  that may be relevant to the purchase,
holding,   redemption,   sale  or  transfer  of  the  Units.  Such  Subscriber's
subscription and payment for, and his or her continued  beneficial  ownership of
the Units and of the shares of Common Stock  included  therein or issuable  upon
the exercise of the  Warrants,  will not violate any  applicable  securities  or
other laws of the Subscriber's jurisdiction.

      2.17 The undersigned  hereby covenants and agrees that it will not have an
open position (e.g.,  short sale) in the Common Stock prior to the  Registration
Statement (as defined below) being declared effective by the SEC with the intent
of covering  such open  position  with  Common  Stock  being  registered  in the
Registration Statement. The undersigned hereby acknowledges and understands that
the SEC has taken the position  that such an open  position  would  constitute a
violation of Section 5 of the Act.

      2.18 The Subscriber acknowledges that (i) the Offering Memorandum contains
material,  non-public  information  concerning the Company within the meaning of
Regulation FD  promulgated by the SEC, and (ii) the Subscriber is obtaining such
material,  non-public  information solely for the purpose of considering whether
to  purchase  the Units  pursuant  to a private  placement  that is exempt  from
registration  under the Act. In accordance  with  Regulation  FD, the Subscriber
agrees to keep such information confidential and not to disclose it to any other
person or entity except the Subscriber's legal counsel, other advisors and other
representatives who have agreed (i) to keep such information confidential,  (ii)
to use such  information  only for the  purpose  set forth  above,  and (iii) to
comply with  applicable  securities  laws with respect to such  information.  In
addition, the Subscriber further acknowledges that the Subscriber and such legal
counsel, other advisors and other representatives are prohibited from trading in
the Company's securities while in possession of material, non-public information
and agrees to refrain from purchasing or selling securities of the Company until
such material,  non-public  information  has been publicly  disseminated  by the
Company.  The  Subscriber  agrees to indemnify and hold harmless the Company and
its officers, directors, employees and affiliates

                                       5
<PAGE>


and each other person,  if any, who controls any of the  foregoing,  against any
loss,  liability,  claim,  damage and  expense  whatsoever  (including,  but not
limited   to,  any  and  all   expenses   whatsoever   reasonably   incurred  in
investigating,  preparing  or  defending  against any  litigation  commenced  or
threatened  or any  claim  whatsoever)  arising  out of or based  upon any false
representation or warranty by the Subscriber,  or the Subscriber's breach of, or
failure to comply with, any covenant or agreement made by the Subscriber  herein
or in any other  document  furnished  by the  Subscriber  to the  Company or its
officers,  directors,  employees or affiliates or each other person, if any, who
controls any of the foregoing in connection with this transaction.

      2.19 The Subscriber  understands and  acknowledges  that (i) the Units are
being offered and sold to  Subscriber  without  registration  under the Act in a
private  placement  that is exempt from the  registration  provisions of the Act
under  Section  4(2) of the Act and  (ii)  the  availability  of such  exemption
depends  in part on,  and that the  Company  will  rely  upon the  accuracy  and
truthfulness  of, the  foregoing  representations,  and such  Subscriber  hereby
consents to such reliance.

      3. Representations by the Company and Dyadic

         Except as set forth in the reports filed by the Company  pursuant to
the Securities Exchange Act of 1934, as amended (the "SEC Reports"), each of the
Company  and,  as  applicable,  Dyadic  severally  represent  and warrant to the
Subscriber that:

      3.1 Organization and Authority.  The Company and Dyadic, and each of their
respective subsidiaries,  (i) is a corporation duly organized,  validly existing
and in good standing under the laws of the  jurisdiction  of its  incorporation,
(ii) has all requisite  corporate  power and authority to own, lease and operate
its  properties and to carry on its business as presently  conducted,  and (iii)
has all requisite corporate power and authority to execute,  deliver and perform
their obligations under this Subscription  Agreement and the Offering  Documents
being executed and delivered by it in connection herewith, and to consummate the
transactions contemplated hereby and thereby.

      3.2  Qualifications.  The Company and Dyadic, and each of their respective
subsidiaries,  is duly qualified to do business as a foreign  corporation and is
in good standing in all jurisdictions  where such qualification is necessary and
where  failure  so to  qualify  could  have a  material  adverse  effect  on the
business,  properties,  operations,  condition (financial or other),  results of
operations or prospects of the Company and Dyadic,  and each of their respective
subsidiaries, taken as a whole.

      3.3 Capitalization of the Company. The capitalization of the Company as of
June 30, 2004, is as described in the  Company's  Form 10-QSB for the six months
ended June 30,  2004.  The Company  has not issued any capital  stock since such
date other than  pursuant to the  conversion or exercise of  outstanding  common
stock equivalents or as contemplated by the Merger Agreement.  No person has any
right of first refusal, preemptive right, right of participation, or any similar
right to participate in the transactions contemplated by the Offering Documents.
Except as a result of the purchase and sale of the Units, as contemplated in the
Merger  Agreement or as disclosed in the SEC Reports,  there are no  outstanding
options,  warrants,  script rights to subscribe to, calls or  commitments of any
character   whatsoever  relating  to,  or  securities,   rights  or  obligations
convertible  into or  exchangeable  for,  or  giving  any  person


                                       6
<PAGE>

any right to subscribe  for or acquire  from the  Company,  any shares of Common
Stock, or contracts,  commitments,  understandings  or arrangements by which the
Company or any subsidiary is or may become bound to issue  additional  shares of
Common Stock, or securities or rights convertible or exchangeable into shares of
Common  Stock.  The issuance and sale of the Units will not obligate the Company
to issue shares of Common Stock or other  securities  to any person  (other than
the  Subscribers)  and  will not  result  in a right of any  holder  of  Company
securities  to adjust the  exercise,  conversion,  exchange or reset price under
such  securities.  The  outstanding  shares of capital stock of the Company have
been duly  authorized and validly  issued and are fully paid and  nonassessable.
None of the outstanding shares of Common Stock or options,  warrants,  or rights
or other  securities  entitling  the  holders to acquire  Common  Stock has been
issued in  violation  of the  preemptive  rights of any  security  holder of the
Company. No holder of any of the Company's securities has any rights,  "demand,"
"piggy-back" or otherwise,  to have such securities  registered by reason of the
intention to file,  filing or effectiveness  of the  Registration  Statement (as
defined below). The Common Stock and the Warrants to be issued to the Subscriber
have been duly authorized,  and when issued and paid for in accordance with this
Subscription Agreement,  the Common Stock will be duly and validly issued, fully
paid and  non-assessable,  and the Warrant Shares,  when issued upon exercise of
the Warrants in exchange for the payment in full of the exercise  price for such
Warrant Share therein specified, will be duly and validly issued, fully paid and
non-assessable.  The Common  Stock is  eligible  for  quotation  on the NASD OTC
Bulletin Board, the Company and the Common Stock meet the criteria for continued
quotation and trading on the OTC Bulletin Board, and no suspension of trading in
the Common Stock is in effect.

      3.4 Corporate  Authorization.  The Offering  Documents  have been duly and
validly  authorized  by the  Company and Dyadic.  This  Subscription  Agreement,
assuming due execution and delivery by the  Subscriber,  and the Warrants,  when
the  Subscription  Agreement  and the Warrants are executed and delivered by the
Company and Dyadic,  will be, valid and binding  obligations  of the Company and
Dyadic  enforceable in accordance  with their  respective  terms,  except as the
enforceability  hereof and  thereof  may be limited by  bankruptcy,  insolvency,
reorganization,  moratorium  or other  similar  laws now or  hereafter in effect
relating to or affecting  creditors' rights generally and general  principles of
equity,  regardless  of whether  enforcement  is  considered  in a proceeding in
equity or at law.

      3.5  Non-Contravention.   The  execution  and  delivery  of  the  Offering
Documents by the Company and Dyadic,  the issuance of the Units as  contemplated
by the Offering  Documents  and the  completion by the Company and Dyadic of the
other  transactions  contemplated by the Offering Documents do not and will not,
with or without the giving of notice or the lapse of time,  or both,  (i) result
in any violation of any provision of the articles of incorporation or by-laws or
similar  instruments of the Company or Dyadic or their respective  subsidiaries,
(ii)  conflict  with or  result in a breach  by the  Company  or Dyadic or their
respective  subsidiaries  of any of the terms or provisions  of, or constitute a
default under,  or result in the  modification  of, or result in the creation or
imposition of any lien, security interest, charge or encumbrance upon any of the
properties or assets of the Company or Dyadic or their  respective  subsidiaries
pursuant  to,  any  indenture,  mortgage,  deed of trust or other  agreement  or
instrument to which Company or Dyadic or any of their respective subsidiaries is
a party or by which Company or Dyadic or any of their respective subsidiaries or
any of their respective  properties or assets are bound or affected, in any such
case which would have a material  adverse  effect on the  business,  properties,


                                       7
<PAGE>


operations,  condition (financial or other),  results of operations or prospects
of the Company and Dyadic and their respective  subsidiaries,  taken as a whole,
or the validity or enforceability of, or the ability of the Company or Dyadic to
perform  their  obligations  under,  the Offering  Documents,  (iii)  violate or
contravene  any  applicable  law, rule or regulation or any  applicable  decree,
judgment or order of any court,  United States federal or state regulatory body,
administrative  agency or other  governmental body having  jurisdiction over the
Company  or  Dyadic  or any of  their  respective  subsidiaries  or any of their
respective  properties or assets which would have a material  adverse  effect on
the business, properties, operations, condition (financial or other), results of
operations  or  prospects  of  the  Company  and  Dyadic  and  their  respective
subsidiaries,  taken as a whole,  or the validity or  enforceability  of, or the
ability of the Company or Dyadic to perform its obligations  under, the Offering
Documents,   or  (iv)  have  any   material   adverse   effect  on  any  permit,
certification,  registration,  approval, consent, license or franchise necessary
for the Company or Dyadic or their  respective  subsidiaries to own or lease and
operate any of its  properties and to conduct any of its business or the ability
of the  Company or Dyadic or any of their  respective  subsidiaries  to make use
thereof.

      3.6 Information  Provided.  The Company hereby  represents and warrants to
the  Subscriber  that the  Offering  Memorandum,  the SEC  Reports and any other
information  provided  by or on  behalf  of the  Company  to the  Subscriber  in
connection with the transactions  contemplated by this  Subscription  Agreement,
does not contain any untrue  statement  of a material  fact or omit to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they are made, not misleading, it being understood
that  for  purposes  of  this  Section  3.6,  any  statement  contained  in such
information  shall be deemed to be modified or  superseded  for purposes of this
Section  3.6 to the extent  that a statement  in any  document  included in such
information  which was prepared and furnished to the  Subscriber on a later date
or filed with the SEC on a later  date  modifies  or  replaces  such  statement,
whether or not such later  prepared and furnished or filed  statement so states.
Dyadic  hereby  represents  and  warrants to the  Subscriber  that the  Offering
Memorandum and any other  information  provided by or on behalf of Dyadic to the
Subscriber in connection with the transactions contemplated by this Subscription
Agreement,  does not contain any untrue  statement of a material fact or omit to
state any material fact  necessary in order to make the statements  therein,  in
the light of the circumstances under which they are made, not misleading.

      3.7  Absence  of  Certain  Proceedings.  Except  as  disclosed  in the SEC
Reports, there is no action, suit,  proceeding,  inquiry or investigation before
or by any court, public board or body, or governmental agency pending or, to the
knowledge of the Company or Dyadic,  threatened against or affecting the Company
or Dyadic or any of their respective  subsidiaries,  in any such case wherein an
unfavorable decision,  ruling or finding would have a material adverse effect on
the business, properties, operations, condition (financial or other), results of
operations  or  prospects  of  the  Company  or  Dyadic,   or  the  transactions
contemplated  by the  Offering  Documents  or which could  adversely  affect the
validity or  enforceability  of, or the  authority  or ability of the Company or
Dyadic to perform its obligations under, the Offering Documents; and to the best
of the Company's  and Dyadic's  knowledge  there is not pending or  contemplated
any, and there has been no,  investigation  by the SEC  involving the Company or
Dyadic or any of their current or former directors or officers.


                                       8
<PAGE>


      3.8 Compliance  with Law.  Neither the Company nor Dyadic nor any of their
respective  subsidiaries  is in  violation  of or has any  liability  under  any
statute, law, rule, regulation, ordinance, decision or order of any governmental
agency or body or any court, domestic or foreign, except where such violation or
liability  would not  individually  or in the aggregate have a material  adverse
effect on the business, properties,  operations, condition (financial or other),
results of operations or prospects of the Company and its subsidiaries, taken as
a whole;  and to the  knowledge  of the Company  and Dyadic  there is no pending
investigation which would reasonably be expected to lead to such a claim.

      3.9 Tax  Matters.  The  Company  and Dyadic  and each of their  respective
subsidiaries  has filed all federal,  state and local income and  franchise  tax
returns  required to be filed and has paid all taxes shown by such returns to be
due,  and no tax  deficiency  has been  determined  adversely  to the Company or
Dyadic  or any of their  respective  subsidiaries  which  has had (nor  does the
Company or Dyadic or any of their respective  subsidiaries have any knowledge of
any tax deficiency  which,  if determined  adversely to the Company or Dyadic or
any of their respective  subsidiaries,  might have) a material adverse effect on
the business, properties, operations, condition (financial or other), results of
operations,  or  prospects  of the Company or Dyadic or any of their  respective
subsidiaries and its subsidiaries, taken as a whole.

      4. Registration Rights

      4.1  Registration  Requirement.  The  Company  shall  file a  registration
statement on Form SB-2 or other appropriate  registration document under the Act
(the  "Registration  Statement")  for resale of the Common Stock and the Warrant
Shares (the "Registrable  Securities") and shall use its reasonable best efforts
to maintain the Registration Statement effective,  at the Company's expense, for
a period expiring on the later to occur of (i) twenty-four  (24) months after it
is declared  effective  by the SEC and (ii)  twelve  (12) months  after the full
exercise  or   expiration  of  the  Warrants   held  by  the   Subscriber   (the
"Effectiveness  Period").  The Company shall file such Registration Statement no
later than sixty (60) days after the Closing Date, and shall use reasonable best
efforts to cause such  Registration  Statement  to become  effective  within one
hundred and fifty (150) days after the Closing Date.  Failure to file timely the
Registration  Statement  or  obtain  its  effectiveness  within  150 days of the
Closing Date shall  require the Company to make a cash  payment,  as  liquidated
damages, to the Subscriber of 0.0333% of the Purchase Price of the Units sold to
the Subscriber under this  Subscription  Agreement for each day of such failure.
Prior to the date the Registration Statement is declared effective,  the Company
shall not file with the SEC any other new registration  statement under the Act,
other than a Form S-8 registration statement,  with respect to any securities of
the Company.

      4.2 Limitation to Registration Requirement. Notwithstanding the foregoing,
the Company  shall not be obligated to take any action  pursuant to this Section
in any particular jurisdiction in which the Company would be required to execute
a general  consent  to  service  of  process  in  effecting  such  registration,
qualification or compliance  unless the Company is already subject to service in
such jurisdiction and except as may be required by the Act.


                                       9
<PAGE>


      4.3 Expenses of Registration. Except as otherwise expressly set forth, the
Company shall bear all expenses  incurred by the Company in compliance  with the
registration  obligation  of the Company,  including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel  for  the  Company   incurred  in  connection  with  any   registration,
qualification  or  compliance  pursuant to this  Subscription  Agreement and all
underwriting discounts, selling commissions and expense allowances applicable to
the  sale  of  any  securities  by  the  Company  for  its  own  account  in any
registration.  All  underwriting  discounts,  selling  commissions  and  expense
allowances  applicable to the sale by Subscriber of  Registrable  Securities and
all fees and  disbursements  of counsel for the Subscriber shall be borne by the
Subscriber.

      4.4 Indemnification.

            (a) To the extent  permitted by law the Company will  indemnify each
Subscriber, each of its officers, directors, agents, employees and partners, and
each person  controlling  such  Subscriber,  with respect to each  registration,
qualification  or  compliance  effected  pursuant  to this  Agreement,  and each
underwriter,  if any, and each person who controls  any  underwriter,  and their
respective  counsel  against all claims,  losses,  damages and  liabilities  (or
actions,  proceedings or settlements in respect thereof) arising out of or based
on any untrue  statement  (or  alleged  untrue  statement)  of a  material  fact
contained in any prospectus, offering circular or other document prepared by the
Company (including any related registration statement, notification or the like)
incident to any such registration,  qualification or compliance, or based on any
omission (or alleged  omission) to state  therein a material fact required to be
stated therein or necessary to make the statements  therein not  misleading,  or
any  violation  by the Company of the Act or any rule or  regulation  thereunder
applicable  to the  Company and  relating to action or inaction  required of the
Company in connection with any such  registration,  qualification or compliance,
and will  reimburse  each  such  Subscriber,  each of its  officers,  directors,
agents,  employees and partners,  and each person  controlling  such Subscriber,
each such underwriter and each person who controls any such underwriter, for any
legal and any other expenses as they are reasonably  incurred in connection with
investigating and defending any such claim, loss,  damage,  liability or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage,  liability or expense arises out of or is based on
any untrue  statement  (or alleged  untrue  statement)  or omission  (or alleged
omissions)  based upon  written  information  furnished  to the  Company by such
Subscriber or  underwriter;  provided,  however,  that the  indemnity  agreement
contained in this  subsection  shall not apply to amounts paid in  settlement of
any such loss, claim, damage, liability or action if such settlement is effected
without the  consent of the Company  (which  consent  shall not be  unreasonably
withheld),  nor shall the  Company be liable in any such case for any such loss,
claim,  damage,  liability  or action to the extent  that it arises out of or is
based upon a violation  which  occurs in reliance  upon and in  conformity  with
written  information  furnished  expressly  for  use  in  connection  with  such
registration by such Subscriber,  partner, officer,  director,  employee, agent,
underwriter or controlling person of such Subscriber,  provided,  however,  that
the obligations of the Company  hereunder shall be limited to an amount equal to
the portion of net proceeds  represented by the Registrable  Securities pursuant
to this Subscription Agreement.


                                       10
<PAGE>


            (b)  To  the  extent   permitted  by  law,  each  Subscriber   whose
Registrable  Securities  are  included  in any  registration,  qualification  or
compliance  effected pursuant to this Subscription  Agreement will indemnify the
Company, and its directors, officers, agents, employees and each underwriter, if
any, of the Company's securities covered by such a registration statement,  each
person who  controls the Company or such  underwriter  within the meaning of the
Act and the rules and  regulations  thereunder,  each other such  Subscriber and
each of their  officers,  directors,  partners,  agents and employees,  and each
person  controlling  such Subscriber,  and their respective  counsel against all
claims,  losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue  statement  (or  alleged  untrue  statement)  of a
material fact contained in any such registration statement, prospectus, offering
circular or other  document,  or any  omission  (or alleged  omission)  to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein  not  misleading,  and will  reimburse  the Company and such
Subscribers,  directors,  officers,  partners, persons,  underwriters or control
persons for any legal or any other expenses as they are  reasonably  incurred in
connection  with  investigating  or  defending  any such  claim,  loss,  damage,
liability or action,  in each case to the extent,  but only to the extent,  that
such untrue  statement  (or alleged  untrue  statement)  or omission (or alleged
omission) is made in such registration statement,  prospectus, offering circular
or other  document in reliance upon and in conformity  with written  information
furnished  to the  Company  by such  Subscriber;  provided,  however,  that  the
obligations of any Subscriber  hereunder  shall be limited to an amount equal to
the net proceeds to such Subscriber from Registrable  Securities sold under such
registration  statement,  prospectus,  offering  circular  or other  document as
contemplated herein;  provided,  further, that the indemnity agreement contained
in this  subsection  shall not apply to amounts paid in  settlement  of any such
loss, claim, damage,  liability or action if such settlement is effected without
the consent of the Subscriber,  which consent shall not be unreasonably withheld
or delayed.

            (c) Each party entitled to  indemnification  under this Section (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall conduct the defense of such claim or any litigation  resulting
therefrom,  shall be approved by the Indemnified Party (whose approval shall not
unreasonably  be withheld),  and the  Indemnified  Party may participate in such
defense at such party's  expense;  and provided  further that if any Indemnified
Party  reasonably  concludes  that  there  may  be one or  more  legal  defenses
available to it that are not available to the  Indemnifying  Party, or that such
claim or litigation involves or could have an effect on matters beyond the scope
of this Agreement,  then the Indemnified Party may retain its own counsel at the
expense of the Indemnifying  Party; and provided further that the failure of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying  Party of its obligations  under this Agreement  unless and only to
the extent that such failure to give notice results in material prejudice to the
Indemnifying  Party. No Indemnifying  Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect to such claim or
litigation.  Each  Indemnified  Party shall furnish such  information  regarding
itself or the claim in question as an Indemnifying  Party may reasonably request
in writing and as shall be  reasonably  required in  connection  with defense of
such claim and litigation resulting therefrom.


                                       11
<PAGE>


            (d) If the indemnification provided for in this Section is held by a
court of competent  jurisdiction to be unavailable to an Indemnified  Party with
respect to any loss,  liability,  claim,  damage or expense  referred to herein,
then the  Indemnifying  Party, in lieu of indemnifying  such  Indemnified  Party
hereunder,  shall  contribute to the amount paid or payable by such  Indemnified
Party as a result of such  loss,  liability,  claim,  damage or  expense in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party on the one hand and of the  Indemnified  Party on the other in  connection
with the statements or omissions which resulted in such loss, liability,  claim,
damage or expense as well as any other relevant  equitable  considerations.  The
relative fault of the Indemnifying  Party and of the Indemnified  Party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue  statement of a material  fact or the  omission to state a material  fact
relates to information  supplied by the Indemnifying Party or by the Indemnified
Party and the parties'  relative  intent,  knowledge,  access to information and
opportunity to correct or prevent such statement or omission.

      4.5 Transfer or Assignment  of  Registration  Rights.  The benefits to the
Subscriber  hereunder  may be  transferred  or assigned by the  Subscriber  to a
permitted transferee or assignee of any of the Registrable Securities,  provided
that the Company is given written  notice that such right has been  transferred,
stating the name and address of said  transferee or assignee and identifying the
securities with respect to which such registration  rights are being transferred
or assigned;  provided  further that the  transferee  or assignee of such rights
shall be deemed to have assumed the  obligations  of the  Subscriber  under this
Subscription  Agreement by the  acceptance of such  assignment  and shall,  upon
request from the Company, evidence such assumption by delivery to the Company of
a written agreement assuming such obligations of the Subscriber.

      4.6 Registration  Procedures.  In the case of the registration effected by
the Company pursuant to this Subscription  Agreement,  the Company will keep the
Subscriber  advised in writing as to the initiation of each  registration and as
to the completion thereof. The Company will:

            (a) Prepare and file with the SEC such amendments and supplements to
such  registration  statement and the  prospectus  used in connection  with such
registration  statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of securities  covered by such  registration
statement;

            (b) Respond as promptly as  reasonably  practicable  to any comments
received from the SEC with respect to a registration  statement or any amendment
thereto.

            (c) Notify the Subscriber as promptly as reasonably  practicable and
(if  requested by any such person)  confirm such notice in writing no later than
one  trading  day  following  the day (A) when a  prospectus  or any  prospectus
supplement or post-effective  amendment to a registration  statement is proposed
to  be  filed  and  (B)  with  respect  to  a  registration   statement  or  any
post-effective amendment, when the same has become effective;

            (d) Furnish such number of prospectuses and other documents incident
thereto,  including supplements and amendments, as the Subscriber may reasonably
request;

            (e) Furnish to the Subscriber, upon request, a copy of all documents
filed with and all correspondence from or to the SEC in connection with any such
registration statement other than non-substantive cover letters and the like, to
the extent such items do not constitute material, non-public information;


                                       12
<PAGE>

            (f) Use its reasonable best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of (i) any order suspending the effectiveness of a
registration  statement,  or  (ii)  any  suspension  of  the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment; and

            (g) Use its  reasonable  best efforts to comply with all  applicable
rules and regulations of the SEC.

Notwithstanding  the  foregoing,  if at any time or from time to time  after the
date of effectiveness of the  Registration  Statement,  the Company notifies the
Subscriber in writing of the existence of an event or  circumstance  that is not
disclosed in the  Registration  Statement and that may have a material effect on
the Company or its business (a "Potential Material Event"), the Subscriber shall
not offer or sell any Registrable Securities, or engage in any other transaction
involving or relating to the Registrable Securities, from the time of the giving
of notice with respect to a Potential  Material Event until the Company notifies
the Subscriber  that such Potential  Material Event either has been added to the
Registration  Statement by amendment or  supplement  or no longer  constitutes a
Potential  Material  Event;  provided,  that the  Company may not so suspend the
right of Subscriber for more than 120 days in the aggregate.

      4.7  Statement  of  Beneficial  Ownership.  The  Company  may  require the
Subscriber  to furnish to the Company a certified  statement as to the number of
shares of Common Stock beneficially owned by such Subscriber and the controlling
person  thereof and any other such  information  regarding the  Subscriber,  the
Registrable  Securities  held by the  Subscriber  and  the  intended  method  of
disposition of such  securities as shall be reasonably  required with respect to
the  registration of the  Subscriber's  Registrable  Securities.  The Subscriber
hereby  understands  and agrees  that the Company  may, in its sole  discretion,
exclude the  Subscriber's  shares of Common  Stock  (including  such shares into
which the Warrants are exercisable) from the Registration Statement in the event
that the Subscriber  fails to provide such  information  within ten (10) trading
days of the request therefor by the Company.

      4.8 Compliance.  Subscriber covenants and agrees that such Subscriber will
comply with the  prospectus  delivery  requirements  of the Act as applicable to
such Subscriber in connection with sales of Registrable  Securities  pursuant to
the registration statement required hereunder.

      4.9  Piggy-Back  Registrations.  If at any time  during the  Effectiveness
Period  there is not an  effective  registration  statement  covering all of the
Registrable  Securities and the Company shall determine to prepare and file with
the SEC a registration  statement relating to an offering for its own account or
the account of others  under the Act of any of its Common  Stock,  other than an
offering of  securities  issued  pursuant to a  Strategic  Issuance  (as defined
below) and other  than a Form S-4 or Form S-8  registration  statement  (each as
promulgated  under  the  Act  or  their  then  equivalents  relating  to  equity
securities  to be issued  solely in  connection  with any  business  combination
transaction, acquisition of any entity or business or equity securities issuable
in  connection  with stock option or other  employee  benefit  plans),  then the
Company  shall send to the  Subscriber  (together  with any other holders of its
Common Stock or Warrants possessing  "piggyback  registration rights" comparable
to those granted to the Subscriber hereunder  ("Rightsholders"))  written notice
of such  determination  and, if within  fifteen (15) days after  receipt of such
notice, the Subscriber shall so request in writing, the Company shall include in


                                       13
<PAGE>


such registration  statement all or any part of such Registrable Securities such
Subscriber requests to be registered;  provided,  that, the Company shall not be
required to register any  Registrable  Securities  pursuant to this Section that
are eligible for resale  pursuant to Rule 144(k)  promulgated  under the Act. In
order to effectuate  these  piggyback  rights,  in no event shall the Company be
required by these  provisions to keep up to date or to supplement any prospectus
more than nine (9) months after the effective date of the registration statement
of which such prospectus is a part. If the registration statement is being filed
for an  underwritten  public  offering,  the Subscriber  must timely execute and
deliver the usual and customary agreement among the Company, such Subscriber and
the underwriters relating to the registration;  If the registration statement is
being filed for an underwritten  offer and sale by the Company of securities for
its own account and the managing underwriters advise the Company in writing that
in their opinion the offering contemplated by the registration  statement cannot
be  successfully  completed if the Company were to also register the Registrable
Shares  of  the  Subscriber  requested  to  be  included  in  such  registration
statement,  then the Company will include in the  registration:  (i) first,  any
securities  the Company  proposes to sell,  (ii) second,  any  securities of any
person who se securities  are being  registered as a result of the exercise of a
demand registration right, and (iii) third, that portion of the aggregate number
of shares being requested for inclusion in the registration statement by (X) the
Subscriber  and  (Y) all  other  Rightsholders,  which  in the  opinion  of such
managing  underwriters  can  successfully  be sold,  such number of shares to be
taken pro rata from the Rightsholders on the basis of the total number of shares
being   requested   for  inclusion  in  the   registration   statement  by  each
Rightsholder.  "Strategic Issuance" shall mean an issuance of securities: (i) in
connection with a "corporate  partnering"  transaction or a "strategic alliance"
(as determined by the Board of Directors of the Company in good faith);  (ii) in
connection  with any financing  transaction in respect of which the Company is a
borrower;  or (iii) to a  vendor,  lender,  or  customer  of the  Company,  or a
research,  manufacturing or other commercial  collaborator of the Company,  in a
transaction approved by the Board of Directors,  provided in any case, that such
issuance is not being made primarily for the purpose of avoiding compliance with
this Subscription Agreement.

      5. Miscellaneous

      5.1 Any  notice or other  communication  given  hereunder  shall be deemed
sufficient  if in writing  and sent by  registered  or  certified  mail,  return
receipt requested, addressed to the Company, at Dyadic International,  Inc., 140
Intracoastal Pointe Dr., Suite 404, Jupiter, FL 33477-5094,  Attention: Mr. Mark
Emalfarb,  CEO,  with a copy to (which shall not  constitute  notice)  Jenkens &
Gilchrist,  PC,  225 West  Washington,  Suite  2600,  Chicago,  Illinois  60606,
Attention:  Robert I.  Schwimmer,  Esq.,  and to the  Subscriber  at his address
indicated on the signature page of this Subscription Agreement. Notices shall be
deemed to have been given  three (3)  business  days after the date of  mailing,
except  notices of change of  address,  which shall be deemed to have been given
when received.

      5.2  This  Subscription   Agreement  may  be  amended  through  a  written
instrument signed by the Subscriber,  Dyadic and the Company; provided, however,
that the  terms of  Section  4 of this  Subscription  Agreement  may be  amended
without  the consent or approval  of the  Subscriber  so long as such  amendment
applies in the same fashion to the  subscription  agreements of all of the other
subscribers  for Units in the Offering and at least holders of a majority of the
Units sold in the Offering have given their  approval of such  amendment,  which
approval shall be binding on all holders of Units.


                                       14
<PAGE>


      5.3 This  Subscription  Agreement  shall be binding  upon and inure to the
benefit  of  the  parties   hereto  and  to  their   respective   heirs,   legal
representatives,  successors and assigns. This Subscription Agreement sets forth
the entire  agreement  and  understanding  between the parties as to the subject
matter hereof and merges and  supersedes all prior  discussions,  agreements and
understandings of any and every nature among them.

      5.4  Notwithstanding  the place where this  Subscription  Agreement may be
executed by any of the parties hereto,  the parties expressly agree that all the
terms and provisions  hereof shall be construed in accordance  with and governed
by the laws of the State of Delaware.

      5.5 This Subscription Agreement may be executed in counterparts.  It shall
not be binding  upon the Company  and Dyadic  unless and until it is accepted by
the Company and Dyadic.  Upon the  execution  and delivery of this  Subscription
Agreement by the Subscriber,  this Subscription Agreement shall become a binding
obligation  of the  Subscriber  with  respect to the purchase of Units as herein
provided; subject, however, to the right hereby reserved to the Company to enter
into the same  agreements  with  other  subscribers  and to add and/or to delete
other persons as subscribers.

      5.6 The holding of any  provision  of this  Subscription  Agreement  to be
invalid or unenforceable by a court of competent  jurisdiction  shall not affect
any other provision of this Subscription  Agreement,  which shall remain in full
force and effect.

      5.7 It is  agreed  that a  waiver  by  either  party  of a  breach  of any
provision of this Subscription Agreement shall not operate, or be construed,  as
a waiver of any subsequent breach by that same party.

      5.8 The parties  agree to execute and deliver all such further  documents,
agreements  and  instruments  and take such other and  further  action as may be
necessary  or  appropriate  to  carry  out  the  purposes  and  intent  of  this
Subscription Agreement.

      5.9 The Company  agrees not to disclose the names,  addresses or any other
information about the Subscribers,  except as required by law, provided that the
Company may provide  information  relating to the  Subscriber as required in any
registration  statement under the Act that may be filed by the Company  pursuant
to the requirements of this Subscription Agreement.

      5.10 The obligation of the  Subscriber  hereunder is several and not joint
with the  obligations of any other  subscribers for the purchase of Units in the
Offering (the "Other Subscribers"),  and the Subscriber shall not be responsible
in any way for the  performance  of the  obligations  of any Other  Subscribers.
Nothing contained herein or in any other agreement or document  delivered at the
Closing,  and no action taken by the Subscriber pursuant hereto, shall be deemed
to constitute  the Subscriber  and the Other  Subscribers  as a partnership,  an
association,  a  joint  venture  or any  other  kind  of  entity,  or  create  a
presumption that the Subscriber and the Other  Subscribers are in any way acting
in concert with respect to such obligations or the transactions  contemplated by
this  Subscription  Agreement.  The Subscriber  shall be entitled to protect and
enforce the Subscriber's rights, including without limitation the rights arising
out of this Subscription Agreement,  and it shall not be necessary for any Other
Subscriber  to be  joined



                                       15
<PAGE>


as an additional party in any proceeding for such purpose.  The language used in
this  Agreement  will be deemed to be the  language  chosen  by the  parties  to
express their mutual intent, and no rules of strict construction will be applied
against any party.  The  Subscriber  is not acting as part of a "group" (as that
term is used in Section 13(d) of the 1934 Act) in negotiating  and entering into
this Subscription  Agreement or purchasing the Units or acquiring,  disposing of
or voting any of the  underlying  shares of Common Stock or the Warrant  Shares.
The Company hereby  confirms that it understands  and agrees that the Subscriber
is not acting as part of any such group.


                            [SIGNATURE PAGE FOLLOWS]


                                       16
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Subscription  Agreement
as of the day and year first written above.


------------------------------              ------------------------------------
Signature of Subscriber                     Signature of Co-Subscriber


------------------------------              ------------------------------------
Name of Subscriber                          Name of Co-Subscriber
[please print]


------------------------------              ------------------------------------
Address of Subscriber                       Address of Co-Subscriber


------------------------------              ------------------------------------
Social Security or Taxpayer                 Social Security or Taxpayer
Identification Number of Subscriber         Identification Number of
                                            Co-Subscriber


------------------------------
Number of Units Subscribed For


Subscription Agreed to and Accepted


CCP WORLDWIDE, INC.                                  DYADIC INTERNATIONAL, INC.


By:                                   By:
   ------------------------------        ---------------------------------------

Name:                                 Name:
     ----------------------------          -------------------------------------

Title:                                Title:
     ----------------------------           ------------------------------------



                                       17
<PAGE>

                                   Exhibit A-1

                        Corporate Investor Questionnaire



--------------------------------------------------------------------------------

Name:  ________________________________________

--------------------------------------------------------------------------------

IMPORTANT:
Please Complete


                        CORPORATE INVESTOR QUESTIONNAIRE

                             ----------------------

                               CCP WORLDWIDE, INC.
                           DYADIC INTERNATIONAL, INC.

                             ----------------------


CCP Worldwide, Inc.
c/o Gottbetter & Partners
488 Madison Avenue, 12th Floor
New York, New York  10022
Attention: Adam S. Gottbetter, Esq.

Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida  33477-509
Attn: Mark Emalfarb


            The information  contained in this Corporate Investor  Questionnaire
is being furnished in order to determine  whether the undersigned  Corporation's
subscription  to purchase  Units (the  "Units")  described  in the  Confidential
Offering Memorandum, dated September __, 2004, of Dyadic International, Inc. and
CCP Worldwide, Inc. (the "Company") may proceed.

            One (1) copy of this  Questionnaire  should  be  completed,  signed,
dated and  delivered  to Louis W.  Zehil,  Esq.  counsel to  [redacted  names of
Placement  Agents] (the "Placement  Agents"),  at  McGuireWoods,  LLP as per the
accompanying  Subscription  Cover  Letter.  Please  contact Louis Zehil at (212)
548-2138 if you have any questions with respect to this Questionnaire.



                                      A1-1
<PAGE>

            ALL  INFORMATION  CONTAINED  IN THIS  QUESTIONNAIRE  WILL BE TREATED
CONFIDENTIALLY.  The  undersigned  Corporation  understands,  however,  that the
Company may present this  Questionnaire to such parties as it deems  appropriate
if called upon to establish that the proposed offer and sale of the Units in the
Company  is exempt  from  registration  under  the  Securities  Act of 1933,  as
amended,  or meets the requirements of applicable state securities or "blue sky"
laws.  Further,  the  undersigned  Corporation  understands  that  the  offering
required to be reported to the Securities and Exchange Commission and to various
state securities or "blue sky" regulators.

I.    PLEASE CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE Corporation.

      |_|   1. Each of the  shareholders of the undersigned  Corporation is able
            to certify that such shareholder meets at least one of the following
            two conditions:

            (a)   The  shareholder  is a natural  person  whose  individual  net
                  worth*  or joint  net  worth  with his or her  spouse  exceeds
                  $1,000,000; or

            (b)   The  shareholder  is a natural  person  who had an  individual
                  income*  in excess of  $200,000  in each of the  previous  two
                  years  and who  reasonably  expects  an  individual  income in
                  excess of $200,000 this year.

      |_|   2. Each of the  shareholders of the undersigned  Corporation is able
            to certify that such  shareholder is a natural person who,  together
            with  his or her  spouse,  has  had a joint  income*  in  excess  of
            $300,000  in each  of the  previous  two  years  and who  reasonably
            expects a joint income in excess of $300,000 this year.

      |_|   3. The undersigned Corporation:  (a) was not formed for the specific
            purpose of acquiring  the Units;  and (b) has total assets in excess
            of $5,000,000.

------------

*     For purposes of this Questionnaire,  the term "net worth" means the excess
      of total assets over total liabilities. In determining income, an investor
      should add to his or her adjusted gross income any amounts attributable to
      tax-exempt  income  received,  losses claimed as a limited  partner in any
      limited  partnership,  deductions claimed for depletion,  contributions to
      IRA or Keogh  retirement  plans,  alimony payments and any amount by which
      income  from  long-term  capital  gains has been  reduced in  arriving  at
      adjusted gross income.

                                      A1-2
<PAGE>

--------------------------------------------------------------------------------

            IF YOU CHECKED  STATEMENT 1 OR  STATEMENT 2 IN SECTION 1 AND DID NOT
CHECK  STATEMENT  3, YOU MUST  PROVIDE  A LETTER  SIGNED  BY AN  OFFICER  OF THE
UNDERSIGNED  Corporation  LISTING  THE NAME OF EACH  SHAREHOLDER  AND THE REASON
(UNDER  STATEMENT  1 OR  STATEMENT  2)  WHY  SUCH  SHAREHOLDER  QUALIFIES  AS AN
ACCREDITED  INVESTOR  (ON THE  BASIS OF NET  WORTH,  INDIVIDUAL  INCOME OR JOINT
INCOME),  OR EACH  SHAREHOLDER  MUST  PROVIDE A  COMPLETED  INDIVIDUAL  INVESTOR
QUESTIONNAIRE (PAGES A-1 TO A-6).

--------------------------------------------------------------------------------


II.   OTHER CERTIFICATIONS

      By signing the Signature Page, the undersigned certifies the following:

      (a)   that the  Corporation's  purchase  of Units  will be solely  for the
            Corporation's  own  account  and not for the  account  of any  other
            person or entity;

      (b)   that the Corporation's  name, address of principal office,  place of
            incorporation  and  taxpayer  identification  number as set forth in
            this Questionnaire are true, correct and complete; and

      (c)   that one of the following is true and correct (check one):

            |_|   (i) the Corporation is a corporation organized in or under the
                  laws  of  the  United  States  or  any  political  subdivision
                  thereof.

            |_|   (ii) the Corporation is a corporation which is neither created
                  nor  organized in or under the United  States or any political
                  subdivision  thereof,  but  which has made an  election  under
                  either Section 897(i) or 897(k) of the United States  Internal
                  Revenue Code of 1986, as amended,  to be treated as a domestic
                  corporation  for  certain  purposes of United  States  federal
                  income  taxation  (A  COPY  OF THE  INTERNAL  REVENUE  SERVICE
                  ACKNOWLEDGMENT OF THE UNDERSIGNED'S  ELECTION MUST BE ATTACHED
                  TO THIS QUESTIONNAIRE IF THIS PROVISION IS APPLICABLE).

            |_|   (iii) neither (i) nor (ii) above is true.


                                      A1-3
<PAGE>

III.  GENERAL INFORMATION

      (a)   PROSPECTIVE PURCHASER (THE Corporation)


Name:  _________________________________________________________________________


Principal Place of Business: ___________________________________________________
                                            (Number and Street)


--------------------------------------------------------------------------------
           (City)                       (State)                 (Zip Code)


Address for Correspondence (if different):______________________________________
                                                   (Number and Street)


--------------------------------------------------------------------------------
           (City)                       (State)                 (Zip Code)


Telephone Number: ______________________________________________________________
                           (Area Code)               (Number)


Facsimile Number: ______________________________________________________________
                           (Area Code)               (Number)


State of Incorporation: ________________________________________________________


Date of Formation: _____________________________________________________________


Taxpayer Identification Number: ________________________________________________


NASD Affiliation or Association of the Corporation, if any: ____________________

            If none, check here |_|

Number of Shareholders: ________________________________________________________

      (b)   INDIVIDUAL  WHO IS  EXECUTING  THIS  QUESTIONNAIRE  ON BEHALF OF THE
            Corporation


Name: __________________________________________________________________________


Position or Title: _____________________________________________________________



                                      A1-4
<PAGE>

IV.   BENEFICIAL OWNERSHIP

      List the name,  address,  title,  phone  number  and email  address of the
      natural  person or persons who will possess  voting and  investment  power
      over the Units subscribed for herein:

      Name of Natural Person(s): _______________________________________________


      Address: _________________________________________________________________


               _________________________________________________________________


      Title (if any): __________________________________________________________


      Phone: ___________________________________________________________________


      Email address (if any): __________________________________________________


IV.   SIGNATURE

The Signature Page to this Questionnaire is contained on page A-6, entitled
Corporation Signature Page.


                                      A1-5
<PAGE>

                           Corporation Signature Page

                            -------------------------

                               CCP WORLDWIDE, INC.
                           DYADIC INTERNATIONAL, INC.

                            ------------------------

            1. The undersigned  Corporation  represents that (a) the information
contained in this Questionnaire is complete and accurate and (b) the Corporation
will notify  Louis W.  Zehil,  Esq.,  counsel to  [redacted  names of  Placement
Agents] at  McGuireWoods,  LLP, 1345 Avenue of the Americas,  New York, New York
10105;  (212)  548-2138  immediately  if  any  material  change  in  any  of the
information  occurs prior to the  acceptance  of the  undersigned  Corporation's
subscription  and will promptly send Louis Zehil  written  confirmation  of such
change.

            2. The undersigned  Corporation  hereby represents and warrants that
the person signing this Questionnaire on behalf of the Corporation has been duly
authorized by all requisite action on the part of the Corporation to acquire the
Units and sign this  Questionnaire and this Subscription  Agreement on behalf of
the Corporation and, further, that the undersigned Corporation has all requisite
authority to purchase the Units and enter into the Subscription Agreement.


                                     -------------------------------------------
                                                       Date


                                     -------------------------------------------
                                                Name of Corporation
                                               (Please Type or Print)


                                     By:
                                        ----------------------------------------
                                                     Signature


                                     Name:
                                          --------------------------------------
                                                (Please Type or Print)


                                     Title:
                                           -------------------------------------
                                                  (Please Type or Print)


      THE  SECURITIES  COMPRISING THE UNITS HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED,  SOLD OR
OTHERWISE  TRANSFERRED  UNLESS SUCH  SECURITIES  ARE  INCLUDED  IN AN  EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL HAS BEEN DELIVERED
TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.


                                      A1-6
<PAGE>

                                   Exhibit A-2

                        Individual Investor Questionnaire


--------------------------------------------------------------------------------

Name:  ________________________________________

--------------------------------------------------------------------------------

IMPORTANT:
Please Complete

                        INDIVIDUAL INVESTOR QUESTIONNAIRE

                            -------------------------

                               CCP WORLDWIDE, INC.
                           DYADIC INTERNATIONAL, INC.

                           --------------------------

CCP Worldwide, Inc.
c/o Gottbetter & Partners
488 Madison Avenue, 12th Floor
New York, New York  10022
Attention: Adam S. Gottbetter, Esq.

Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida  33477-509
Attn: Mark Emalfarb

      The information  contained in this Individual  Investor  Questionnaire  is
being furnished in order to determine whether the undersigned's  subscription to
purchase Units (the "Units") described in the Confidential  Offering Memorandum,
dated September __, 2004, of Dyadic International, Inc., and CCP Worldwide, Inc.
(the "Company") may proceed.

      One (1) copy of this Questionnaire should be completed,  signed, dated and
delivered  to Louis W.  Zehil,  Esq.  counsel to  [redacted  names of  Placement
Agents] (the "Placement Agents"),  at McGuireWoods,  LLP as per the accompanying
Subscription  Cover Letter.  Please contact Louis Zehil at (212) 548-2138 if you
have any questions with respect to this Questionnaire.

      ALL  INFORMATION   CONTAINED  IN  THIS   QUESTIONNAIRE   WILL  BE  TREATED
CONFIDENTIALLY.  The  undersigned  understands,  however,  that the  Company may
present this  Questionnaire  to such parties as it deems  appropriate  if called
upon to establish  that the proposed  offer and sale of the Units is exempt from
registration  under  the  Securities  Act of 1933,  as  amended,  or  meets  the
requirements of applicable  state  securities or "blue sky" laws.  Further,  the
undersigned  understands  that the  offering  is  required to be reported to the
Securities and Exchange Commission and to various state securities or "blue sky"
regulators.


                                      A2-1
<PAGE>

--------------------------------------------------------------------------------
IF YOU ARE PURCHASING UNITS WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE SIGNATURE
PAGE (PAGE A-6).
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
IF YOU ARE PURCHASING UNITS WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH
FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of pages A-1 to A-6
and return both completed Questionnaires to McGuireWoods LLP in the same
envelope.
--------------------------------------------------------------------------------

I.    PLEASE INDICATE DESIRED TYPE OF OWNERSHIP OF UNITS:

      |_|   Individual

      |_|   Joint Tenants (rights of survivorship)

      |_|   Tenants in Common (no rights of survivorship)

II.   PLEASE CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO YOU.

      |_|   1. I have an individual net worth* or joint net worth with my spouse
            in excess of $1,000,000.

      |_|   2. I have had an individual income* in excess of $200,000 in each of
            the previous two years and I reasonably  expect an individual income
            in excess of $200,000  this year.  NOTE:  IF YOU ARE BUYING  JOINTLY
            WITH YOUR SPOUSE,  YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS
            OF $200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.

      |_|   3. My spouse and I have had a joint income* in excess of $300,000 in
            each of the  previous  two  years  and I  reasonably  expect a joint
            income in excess of $300,000 this year.

      |_|   4. I am a director  and/or an  executive  officer of Company as such
            terms are defined in Regulation D promulgated  under the  Securities
            Act of 1933, as amended.

---------------
*     For purposes of this Questionnaire,  the term "net worth" means the excess
      of total assets over total liabilities. In determining income, an investor
      should add to his or her adjusted gross income any amounts attributable to
      tax-exempt  income  received,  losses claimed as a limited  partner in any
      limited  partnership,  deductions claimed for depletion,  contributions to
      IRA or Keogh  retirement  plans,  alimony payments and any amount by which
      income  from  long-term  capital  gains has been  reduced in  arriving  at
      adjusted gross income.


                                      A2-2
<PAGE>


III.  OTHER CERTIFICATIONS

      By signing  the  Signature  Page,  I certify  the  following  (or, if I am
      purchasing  Units with my spouse as  co-owner,  each of us  certifies  the
      following):

      (a)   that I am at least 21 years of age;

      (b)   that my  purchase of Units will be solely for my own account and not
            for the  account  of any other  person  (other  than my  spouse,  if
            co-owner);

      (c)   that the name,  home address and social  security number or taxpayer
            identification  number as set forth in this  Questionnaire are true,
            correct and complete; and

      (d)   that one of the following is true and correct (check one):

            Spouse, if Co-owner

      |_|   |_| (i) I am a United  States  citizen  or  resident  of the  United
            States for United States federal income tax purposes.

      |_|   |_| (ii) I am neither a United States  citizen nor a resident of the
            United States for United States federal income tax purposes.

IV.   GENERAL INFORMATION

      (a)   PERSONAL INFORMATION


Name: __________________________________________________________________________


Social Security or Taxpayer Identification Number: _____________________________


Residence Address: _____________________________________________________________
                                  (Number and Street)


________________________________________________________________________________
           (City)                       (State)                 (Zip Code)


Residence Telephone Number: ____________________________________________________
                                   (Area Code)                (Number)

Residence Facsimile Number: ____________________________________________________
                                   (Area Code)                (Number)


Name of Business: ______________________________________________________________


Business Address: ______________________________________________________________
                                    (Number and Street)



                                      A2-3
<PAGE>


________________________________________________________________________________
           (City)                       (State)                 (Zip Code)


Business Telephone Number: _____________________________________________________
                                   (Area Code)                (Number)


Business Facsimile Number: _____________________________________________________
                                   (Area Code)                (Number)


I prefer to have correspondence sent to:     |_| Residence    |_| Business


NASD Affiliation or Association, if any: _______________________________________


                             If none, check here |_|


SPOUSE, IF POTENTIAL CO-OWNER

Name: __________________________________________________________________________


Social Security or Taxpayer Identification Number: _____________________________


Residence Address: _____________________________________________________________
                                  (Number and Street)


________________________________________________________________________________
           (City)                       (State)                 (Zip Code)


Residence Telephone Number: ____________________________________________________
                                   (Area Code)                (Number)


Residence Facsimile Number: ____________________________________________________
                                   (Area Code)                (Number)


Name of Business: ______________________________________________________________


Business Address: ______________________________________________________________
                                    (Number and Street)


________________________________________________________________________________
           (City)                       (State)                 (Zip Code)


Business Telephone Number: _____________________________________________________
                                   (Area Code)                (Number)


Business Facsimile Number: _____________________________________________________
                                   (Area Code)                (Number)


I prefer to have correspondence sent to:     |_| Residence    |_| Business


NASD Affiliation or Association, if any: _______________________________________


                             If none, check here |_|


                                      A2-4
<PAGE>

V.    SIGNATURE

The  Signature  Page to this  Questionnaire  is contained on page A-6,  entitled
Individual Signature Page.



                                      A2-5
<PAGE>


                            INDIVIDUAL SIGNATURE PAGE

                         ------------------------------

                               CCP WORLDWIDE, INC.
                           DYADIC INTERNATIONAL, INC.

                         ------------------------------


            1. The undersigned  represents that (a) the information contained in
this Questionnaire is complete and accurate, and (b) he/she will telephone Louis
W. Zehil,  counsel to the Placement Agents at (212) 548-2138  immediately if any
material  change in any of this  information  occurs  before the  acceptance  of
his/her  subscription  and will promptly send Louis Zehil  confirmation  of such
change.



                                     -------------------------------------------
                                                       Date


                                     -------------------------------------------
                                            Name (Please Type or Print)


                                     -------------------------------------------
                                                     Signature


                                     -------------------------------------------
                                             Name of Spouse if Co-owner
                                               (Please Type or Print)


                                     -------------------------------------------
                                          Signature of Spouse if Co-owner


--------------------------------------------------------------------------------
IF YOU ARE PURCHASING UNITS WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE
PAGE (PAGE A-6).
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
IF YOU ARE PURCHASING UNITS WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH
FILL OUT A SEPARATE QUESTIONNAIRE. Please make a photocopy of pages A-1 to A-6
and return both completed Questionnaires to McGuireWoods LLP in the same
envelope.
--------------------------------------------------------------------------------

      THE  SECURITIES  COMPRISING THE UNITS HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED,  SOLD OR
OTHERWISE  TRANSFERRED  UNLESS SUCH  SECURITIES  ARE  INCLUDED  IN AN  EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL HAS BEEN DELIVERED
TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.


                                      A2-6

</TEXT>
</DOCUMENT>
