<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>219
<FILENAME>v07806_10-16.txt
<TEXT>
                                                                   EXHIBIT 10.16

                                                               EXECUTION VERSION

                      INDEMNIFICATION AND ESCROW AGREEMENT


           THIS  INDEMNIFICATION AND ESCROW AGREEMENT (this "Agreement") is made
and  entered  into as of this  28th  day of  September,  2004 by and  among  CCP
Worldwide, Inc., a Delaware corporation ("Parent"), Dyadic International,  Inc.,
a  Florida  corporation  (the  "Company"),  Mark  Tompkins  ("Tompkins"),  Vitel
Ventures  ("Vitel,"  and together with Tompkins  referred to  individually  as a
"Stockholder" and collectively as  "Stockholders"),  and Jenkens & Gilchrist,  a
Professional Corporation, as escrow agent (the "Escrow Agent").

                                    RECITALS

           A. CCP  Acquisition  Corp,  a Florida  corporation  and  wholly-owned
subsidiary of Parent (the  "Acquisition"),  Parent and the  -----------  Company
have entered into an Agreement of Merger and Plan of Reorganization, dated as of
September 28, 2004 (the "Merger Agreement"),  whereby Acquisition will be merged
with and into the Company (the "Merger").

           B. If the Merger is consummated, Stockholder will receive substantial
benefits and value.

           C.  Stockholders  intend  to  indemnify  and  hold  harmless,   on  a
non-recourse  basis,   Parent,  the  Company  and  their  respective   officers,
directors,  and  employees  and each person,  if any, who controls  such persons
within the meaning of the  Securities  Act and the Exchange Act against  certain
Indemnified Losses (as hereinafter defined).

           D. Vitel desires to escrow,  or cause to be escrowed,  with an escrow
agent 225,000  shares of Parent  Common  Stock,  which are shares that are to be
issued to Vitel  pursuant  to the Merger in respect to Vitel's  shares of common
stock in the Company,  to secure  Stockholders'  obligations  to  indemnify  the
Indemnified Parties (as hereinafter defined) against the Indemnified Losses.

           E. As an accommodation to the other parties,  and notwithstanding the
fact that the Escrow Agent is legal  counsel to the Company,  the other  parties
have  requested  that the Escrow  Agent also serve in the  capacity of an escrow
agent in the performance of this Agreement.

           F. By execution of this  Agreement,  the parties hereto desire to set
forth  more  specifically  their  rights  and  obligations  with  respect to the
indemnification  and  escrow  obligations  of  Stockholders  to the  Indemnified
Parties.

           G.  Section 6.18 of the Merger  Agreement  requires  Stockholders  to
execute and deliver this Agreement to Parent and the Company.

           NOW, THEREFORE, in consideration of the foregoing Recitals (which are
hereby  incorporated  into and made a part of this Agreement) and the mutual and
dependent covenants hereinafter set forth, the parties agree as follows:


<PAGE>


           1. Defined  Terms.  Capitalized  terms used in this Agreement and not
otherwise defined shall have the meanings given them in the Merger Agreement,  a
copy of which is attached hereto as Exhibit A.

           2. Regulatory Indemnification Provisions.  Stockholders,  jointly and
severally,  agree on a  non-recourse  basis (a) to indemnify  and hold  harmless
Parent, the Company and their respective officers,  directors and employees, and
each  person,  if any,  who  controls  such  person  within  the  meaning of the
Securities Act and the Exchange Act (collectively,  the "Indemnified  Parties"),
against any loss, claim, damage,  liability or expense and/or actions in respect
thereof  (collectively,  the  "Regulatory  Indemnified  Losses")  arising  from,
relating to or incurred  under the  Securities  Act, the  Exchange  Act, any SEC
rule,  other  federal  or state  statutory  law or  regulation,  the  rules  and
regulations of any self-regulatory  organization  (including without limitation,
the  National  Association  of  Securities  Dealers  or  NASDAQ)  or common  law
(collectively,   the  "Applicable   Laws")   (including  in  settlement  of  any
litigation,  investigation or administrative  proceeding,  if such settlement is
effected  with the written  consent of  Stockholder,  which consent shall not be
unreasonably withheld or delayed), insofar as such Regulatory Indemnified Losses
arise out of or are based  upon any  failure  of Parent to have  complied  on or
before the Merger  Effective  Time with any of the Applicable  Laws,  including,
without  limitation:  (i) the failure of any registration,  information or proxy
statement,  report or other  document  filed by Parent with the SEC or any state
securities  regulatory authority (each a "Filed Document") to be timely filed or
otherwise conform in all material respects to the requirements of the Applicable
Laws;  or (ii) the  inclusion in any Filed  Document of any untrue  statement of
material  fact or the  omission  from any Filed  Document of any  material  fact
required to be stated  therein or necessary to make the statements  therein,  in
the light of the  circumstances  under which they are made, not misleading;  and
(b) to  reimburse  the  Indemnified  Parties  for any legal  and  other  expense
incurred by the Indemnified Parties in connection with investigating, defending,
settling,  compromising or paying any such Regulatory  Indemnified Loss. Without
limitation,  the amount of any such  Regulatory  Indemnified  Loss shall include
Parent's  expenses,  including  its legal and  accounting  fees,  incurred  with
respect to (i) any amendment of any Filed Document,  including responding to SEC
comments or the comments of any state securities regulatory authority related to
any Filed  Documents,  and\or (ii) the  performance of any  additional  services
relating to the preparation of and\or amendment of any registration, information
or  proxy  statement,  report  or  other  document  filed  by  Parent  with  the
Commission,  any state securities regulatory authority,  and/or NASDAQ following
the Merger Effective Time, including without limitation,  Parent's  registration
statement  under the  Exchange  Act and its  reports on Form 8-K  reporting  the
Merger,  the Merger  Agreement  and  related  transactions,  made  necessary  or
advisable  as a result  of  deficiencies  in the  Filed  Documents  or any other
failure  of Parent to have  complied  with  Applicable  Laws prior to the Merger
Effective Time. For avoidance of any doubt, no additional  services  referred to
in the  immediately  preceding  sentence  shall be deemed to have been performed
with respect to the  preparation  of Parent's  reports on Form 8-K reporting the
Merger,  the Merger  Agreement  and related  transactions  in the absence of any
deficiencies  in the  Filed  Documents  or any other  failure  of Parent to have
complied with Applicable Laws prior to the Merger Effective Time.

           3.  Breaches of Agreements  by Parent and  Affiliates.  Stockholders,
jointly and  severally,  agree on a nonrecourse  basis (a) to indemnify and hold
harmless the Indemnified Parties against any loss, claim,  damage,  liability or
expense  and/or  actions  in  respect  thereof  (collectively,   the  "Agreement


                                       2
<PAGE>


Indemnified  Losses")  arising from,  relating to or incurred as a result of (i)
any  breach  by  Parent  on  or  before  the  Merger   Effective   Time  of  any
representation, warranty or covenant of Parent contained in the Merger Agreement
or (ii) any breach by David R. Allison  ("Allison")  or Custom Craft  Packaging,
Inc., a North Carolina  corporation ("Custom Craft"), of any of their respective
representations,  warranties  or covenants  contained in that certain  Split-Off
Agreement  dated as of September 28, 2004 (the "Split-Off  Agreement"),  between
Parent,  the  Company,  Custom  Craft  and  Allison;  and (b) to  reimburse  the
Indemnified  Parties for any legal and other expense incurred by the Indemnified
Parties in connection with investigating,  defending, settling,  compromising or
paying any such Agreement  Indemnified Loss.  Stockholders  acknowledge that the
representations,  warranties  and  covenants  of Parent  contained in the Merger
Agreement  survive beyond the Merger Effective Time, as provided in Section 8 of
the Merger Agreement.

           4. Additional Indemnification Provisions.  Stockholders,  jointly and
severally,  shall also (a) indemnify and hold harmless the  Indemnified  Parties
against any loss, claim, damage,  liability or expense and/or actions in respect
thereof (collectively,  the "Additional  Indemnification  Losses") (including in
settlement of any litigation,  investigation or  administrative  proceeding,  if
such  settlement  is effected  with the written  consent of  Stockholder,  which
consent  shall  not  be  unreasonably  withheld  or  delayed)  insofar  as  such
Additional  Indemnification Losses arise out of, relate to or are based upon (i)
any liability or obligation of Parent for any federal, state or local taxes as a
result of the  Split-Off,  (ii) the  failure  of Parent to have more than  three
hundred (300) round lot holders (as computed in accordance with the rules of the
NASDAQ Stock Market),  without  counting the  stockholders  and investors in the
Company  existing  as of the date of this  Agreement,  by the  ninetieth  (90th)
Business Day following  the Merger  Effective  Time, or (iii) any  violations of
federal or state securities laws attributable to any past or future purchases or
sales by either  of  Stockholders  of Parent  Common  Stock,  or any  derivative
securities thereof;  and (b) reimburse the Indemnified Parties for any legal and
other  expense   incurred  by  the   Indemnified   Parties  in  connection  with
investigating,  defending, settling,  compromising or paying any such Additional
Indemnified Loss.

           5.  Escrow  Deposit.   Simultaneously  with  the  execution  of  this
Agreement,  Vitel has deposited, or cause to be deposited,  --------------- with
the Escrow Agent 225,000 shares of Parent Common Stock (or 225,000 shares of the
Company's  common stock to be exchanged  for Parent  Common Stock as a result of
the  Merger)  (the  "Escrow  Shares"),  which will be  available  to satisfy any
amounts  owed to any of the  Indemnified  Parties  with  respect  to  Regulatory
Indemnified Losses,  Agreement Indemnified Losses and/or Additional  Indemnified
Losses (collectively,  the "Indemnified  Losses").  Vitel shall endorse over the
certificates  representing  the Escrow  Shares to the Escrow  Agent,  and Vitel,
Parent and Escrow Agent shall cause the Escrow Shares to be registered in Escrow
Agent's name under the style "Jenkens & Gilchrist, a Professional  Corporation,"
as Escrow  Agent" with  Parent's  transfer  agent and  registrar  for the Parent
Common Stock.  The Escrow Agent shall take physical  possession of  certificates
representing the Escrow Shares registered in its name as aforesaid and hold such
certificates  representing  the Escrow Shares in an "Escrow  Account" subject to
and in accordance  with this Agreement.  If Vitel deposits  Company Common Stock
instead of Parent Common Stock,  Vitel will  cooperate to effect the exchange of
each Company  Common Stock for Parent Common Stock in accordance  with the terms
of the Merger.


                                       3
<PAGE>


           6.   Administration  of  Escrow  Account.   The  Escrow  Agent  shall
administer the Escrow Account and Escrow Shares as follows:

                      (a) If an  Indemnified  Party has  incurred or suffered an
Indemnified  Loss for which,  based on its good  faith  belief,  such  Person is
entitled to be  indemnified  by the  Stockholders  pursuant to the terms of this
Agreement (the "Claim"), it may request the release of some or all of the Escrow
Shares by giving written  notice of its Claim in accordance  with the provisions
of Section 12 hereof  (the  "Claim  Notice")  to the Escrow  Agent and the other
parties hereto prior to or on the  Termination  Date (as  hereinafter  defined),
describing  in such  notice the amount of the claimed  Indemnified  Losses and a
reasonable  description of the basis for such Claim;  provided,  however, that a
Claim Notice shall be deemed to be  sufficient  and properly made even if at the
time of the  giving of the  Claim  Notice  the  amount of the Claim has not been
determined,  is not known or can only be described  in general  terms so long as
the Claim Notice so states and in such event, the Claim shall be deemed to be an
Open Claim (as  hereinafter  defined)  and the Escrow  Agent  shall  reserve all
Escrow Shares  remaining in the Escrow  Account (plus all dividends  received on
the Escrow Shares,  which shall  constitute part of the Escrow  Account),  which
shall be deemed a Claim  Reserve (as  hereinafter  defined)  until a  subsequent
Claim  Notice  relating to the original  Claim  Notice that  contains a specific
amount is delivered to the Escrow Agent and at that time Stockholders may make a
written  objection to such Claim  pursuant to Section  6(c) hereof.  The one (1)
year  anniversary of the  consummation of the Merger shall be referred to herein
as the "Termination Date."

                      (b) If the Escrow Agent has not received written objection
to a Claim by an  Indemnified  Party from  Stockholders  within thirty (30) days
after  delivery to the Escrow  Agent and  Stockholders  of the Claim Notice with
respect to such  Claim from such  Indemnified  Party,  the Claim  stated in such
notice  shall be  conclusively  deemed to be approved by  Stockholders,  and the
Escrow  Agent  shall on the second  (2nd)  banking day  thereafter  issue to the
applicable Indemnified Party the number of Escrow Shares from the Escrow Account
having a Value (as hereinafter defined) equal to the amount of the Claim.

                      (c) If within such thirty (30) days the Escrow Agent shall
have received from  Stockholders a written objection to any Claim or any portion
of a Claim made by an Indemnified Party, reasonably specifying the nature of and
grounds for such  objection  (a copy of which shall in each case be sent to such
Indemnified  Party in accordance with the provisions of Section 12 below),  then
such Claim or such  portion of the Claim  shall be deemed to be an "Open  Claim"
and the Escrow  Agent  shall  reserve  within the Escrow  Account  the number of
Escrow Shares having a Value equal to the amount of the Open Claim (which amount
for each Open Claim is referred to herein as a "Claim Reserve").  Any portion of
the Claim that Stockholders  have not specifically  objected to pursuant to this
subsection shall be deemed to be approved by Stockholders,  and the Escrow Agent
shall on the second (2nd)  banking day after  expiration of such thirty (30) day
period release to such Indemnified Parties from the Escrow Account the number of
Escrow  Shares  having a Value equal to the portion of the Claim not objected to
pursuant to this Section. Notwithstanding the foregoing, Stockholders may object
to a Claim or a portion of a Claim  pursuant to this Section 6 only based upon a
good faith  belief  that all or any  portion  of the Claim  does not  constitute
Indemnified   Losses  for  which  such  Indemnified   Parties  are  entitled  to
indemnification  under  this  Agreement  or that  the  amount  of any  Claim  is
overstated.


                                       4
<PAGE>


                      (d) The amount  constituting  the Claim  Reserve  for each
Open  Claim  shall be paid by the Escrow  Agent from the Escrow  Account to such
Indemnified  Parties only in accordance and consistent  with (i) a joint written
instruction by such Indemnified Parties and Stockholders (a "Joint Instruction")
or (ii) a final  non-appealable  order of a court of competent  jurisdiction  (a
"Final  Determination").  The Escrow Agent shall act on a Joint Instruction or a
Final Determination  without further question.  Any portion of an Open Claim not
payable  to the  Indemnified  Parties  shall be no longer  subject  to the Claim
Reserve and shall remain part of the Escrow Account.

                      (e) For purposes of this Agreement, the "Value" of each of
the Escrow Shares shall be $3.33 per share.

                      (f) In connection  with the  performance of this Agreement
each of the parties  expressly  acknowledges and agrees that the Escrow Agent is
not providing  legal services in connection  with its escrow  services  rendered
under this Agreement but that, for other matters,  Escrow Agent is legal counsel
to the Company,  and following  the  consummation  of the Merger,  will be legal
counsel to Parent,  and  therefore  agrees  that in no event shall the mere fact
that the Escrow Agent is serving as the escrow agent  hereunder give rise to any
conflict of interest or other grounds by which the Company, or subsequent to the
Merger, the Parent, shall be deprived of the benefit of the Escrow Agent's legal
counsel,  provided  that if there  shall  arise any  dispute  between any of the
parties hereto in connection with the performance of this Agreement,  the Escrow
Agent shall  resign its  position as Escrow  Agent  hereunder  in favor of a new
escrow agent mutually agreed to by the other parties hereto.

           7.  Deliveries  from  Escrow.  The Escrow Agent shall hold the Escrow
Shares in escrow in accordance  with this Agreement and shall make deliveries of
Escrow Shares only as follows:

                      (a) Deliveries  shall be made to an Indemnified  Party for
Claims made by such  Indemnified  Party under this Agreement with respect to the
Escrow Account when, and to the extent, authorized under Section 6 above.

                      (b) Promptly  after the six (6) month  anniversary  of the
consummation of the Merger (the "6-Month  Anniversary"),  the Escrow Agent shall
deliver to Vitel  75,075 of the Escrow  Shares then held in the Escrow  Account;
provided,  however, if the aggregate amounts of any and all Claim Reserves as of
the  6-Month  Anniversary  exceed  $500,000,  the number of Escrow  Shares to be
delivered under this paragraph (b) by the Escrow Agent to Vitel shall be reduced
by the number  equal to (i) the excess of the  aggregate  amounts of any and all
Claim Reserves as the 6-Month Anniversary over $500,000 divided by (ii) $3.33.

                      (c) Promptly after the Termination  Date, the Escrow Agent
shall  deliver  to Vitel all of the  remaining  Escrow  Shares  then held in the
Escrow  Account  less the number of Escrow  Shares  having a Value  equal to the
aggregate  amounts of any and all Claim  Reserves  as of the  Termination  Date.
After the Termination  Date, the number of Escrow Shares  constituting the Claim
Reserve  for each Open Claim  shall be  delivered  by the Escrow  Agent from the
Escrow  Account to an Indemnified  Party or Vitel upon a Joint  Instruction or a
Final Determination with respect to such Open Claim.


                                       5
<PAGE>


                      (d) Notwithstanding any other provision of this Agreement,
all deliveries made to an Indemnified  Party or Vitel under this Agreement shall
be made to the primary  address for notices for that Person set forth in Section
12 hereof,  unless the Escrow Agent receives other written delivery instructions
from such Person.

                      (e) All  deliveries to any Person under this  Agreement of
Escrow Shares shall be effected by transfers from the Escrow Agent of registered
ownership  of the  required  number of Escrow  Shares  using  stock  powers  and
physical delivery and reissuance of certificates  representing the Escrow Shares
to be delivered by the Escrow Agent with the  assistance  of the transfer  agent
and registrar for the Parent Common  Stock.  Parent shall  cooperate,  and shall
instruct its transfer  agent and registrar to  cooperate,  in any efforts by the
Escrow  Agent to effect a  delivery  of Escrow  Shares  through  a  transfer  of
registration  of  certificates  representing  such Escrow Shares in favor of any
Person.

                      (f) This Agreement  shall terminate when the entire Escrow
Account has been delivered in accordance with this Section 7.

           8.  Conditions to Escrow.  The Escrow Agent agrees to hold the Escrow
Account  and to  perform in  accordance  with the terms and  provisions  of this
Agreement.  The parties  hereto  agree that the Escrow Agent does not assume any
responsibility  for the  failure  of any of the  parties  hereto to  perform  in
accordance with the Merger  Agreement or this  Agreement.  The acceptance by the
Escrow Agent of its responsibilities hereunder is subject to the following terms
and  conditions,  which the parties  hereto  agree shall govern and control with
respect to the Escrow Agent's rights, duties, liabilities and immunities:

                      (a) The Escrow Agent shall be protected in acting upon any
written notice, consent, receipt or other paper or document furnished to it, not
only as to its due execution and validity and  effectiveness  of its provisions,
but also as to the truth and  accuracy  of any  information  therein  contained,
which the Escrow Agent in good faith believes to be genuine and what it purports
to be. Should it be necessary for the Escrow Agent to act upon any instructions,
directions,  documents  or  instruments  issued or signed by or on behalf of any
corporation,  fiduciary, or individual acting on behalf of another party hereto,
it  shall  not  be  necessary   for  the  Escrow  Agent  to  inquire  into  such
corporation's,  fiduciary's or individual's authority.  The Escrow Agent is also
relieved  from the  necessity of  satisfying  itself as to the  authority of the
persons executing this Agreement in a representative capacity.

                      (b) The Escrow  Agent shall not be liable for any error of
judgment  or for any act done or step taken or omitted by it in good  faith,  or
for any mistake of fact or law, or for anything  which it may do or refrain from
doing in connection herewith, except for its own gross negligence,  recklessness
or willful misconduct.

                      (c) The Escrow Agent may consult  with,  and obtain advice
from,  legal  counsel in the event of any  question as to any of the  provisions
hereof or the duties  hereunder,  and it shall incur no  liability  and shall be
fully  protected  in acting in good faith in  accordance  with the  opinion  and
instructions of such counsel.  The reasonable  costs of such counsel's  services
shall be paid to the Escrow Agent in accordance with Section 11 below.


                                       6
<PAGE>


                      (d) The Escrow  Agent  shall have no duties  except  those
which are  expressly  set forth  herein  and it shall not be bound by the Merger
Agreement or any  agreement of the other parties  hereto  (whether or not it has
any  knowledge  thereof)  or by any notice of a claim,  or demand  with  respect
thereto, or any waiver,  modification,  amendment,  termination or rescission of
this Agreement,  until received by an officer in its Corporate Trust  Department
in writing.

                      (e) The Escrow  Agent  reserves the right to resign at any
time by giving thirty (30) days written  notice of  resignation,  specifying the
effective  date thereof.  Within thirty (30) days after  receiving the aforesaid
notice,  the parties to this  Agreement,  other than the Escrow Agent,  agree to
appoint a successor  Escrow Agent to which the Escrow Agent may  distribute  the
property then held hereunder,  less the Escrow Agent's fees, costs and expenses.
If a successor  Escrow Agent has not been  appointed  and has not accepted  such
appointment  by the end of the 30-day  period,  the Escrow  Agent may apply to a
court of competent jurisdiction for the appointment of a successor Escrow Agent,
and the costs,  expenses and  reasonable  attorneys'  fees which are incurred in
connection  with  such a  proceeding  shall  be  paid  by the  parties  to  this
Agreement.

                      (f) Upon delivery of all of the Escrow Account pursuant to
the terms of Section 6 or 7 above or to a  successor  escrow  agent,  the Escrow
Agent shall thereafter be discharged from any further obligations hereunder. The
Escrow  Agent is hereby  authorized,  in any and all events,  to comply with and
obey any and all final  judgments,  orders and decrees of any court of competent
jurisdiction  which may be filed,  entered or issued,  and all final arbitration
awards and,  if it shall so comply or obey,  it shall not be liable to any other
person by reason of such compliance or obedience.

                      (g) In  the  event  that  any  escrow  property  shall  be
attached,  garnished, or levied upon by any court order, or the delivery thereof
shall be stayed or  enjoined by an order of a court,  or any order,  judgment or
decree  shall be made or  entered  by any court  order  affecting  the  property
deposited under this Agreement,  or any part thereof, the Escrow Agent is hereby
expressly authorized, in its sole discretion, to obey and comply with all writs,
orders or decrees so entered or issued,  which it is advised by legal counsel of
its own choosing is binding upon it, whether with or without  jurisdiction,  and
in the event that the Escrow Agent obeys or complies with any such writ,  order,
judgment or decree,  it shall not be liable to any of the  parties  hereto or to
any  other  person,   firm  or   corporation,   by  reason  of  such  compliance
notwithstanding  that such  writ,  order,  judgment  or  decree is  subsequently
reversed, modified, annulled, set aside or vacated.

                      (h) If the Escrow Agent becomes  involved in litigation on
account of this  Agreement,  it shall have the right to retain counsel and shall
have a first lien on the  property  deposited  hereunder  for any and all costs,
attorneys' fees,  charges,  disbursements,  and expenses in connection with such
litigation;  and shall be  entitled  to  reimburse  itself  therefor  out of the
property deposited hereunder, and if it shall be unable to reimburse itself from
the property deposited hereunder,  both parties agree to pay to the Escrow Agent
on demand its reasonable charges, counsel and attorneys' fees, disbursements and


                                       7
<PAGE>


expenses in connection  with such  litigation  in  accordance  with the terms of
Section 11 below. Notwithstanding the foregoing sentence, the Escrow Agent shall
not be entitled to take from the property deposited hereunder nor be entitled to
receive moneys from the parties in the event such litigation  finally determines
that the  Escrow  Agent  acted with gross  negligence,  recklessness  or willful
misconduct.

                      (i) In the event that  conflicting  demands  are made upon
the Escrow Agent for any situation not addressed in this  Agreement,  the Escrow
Agent may withhold performance of the terms of this Agreement until such time as
said  conflicting  demands  shall  have  been  withdrawn  or the  rights  of the
respective parties shall have been settled by court  adjudication,  arbitration,
joint order or otherwise.

                      (j) Any  corporation or association  into which the Escrow
Agent may be converted or merged,  or with which it may be  consolidated,  or to
which it may sell or transfer its corporate trust business and assets as a whole
or  substantially  as a whole, or any corporation or association  resulting from
any such conversion,  sale,  merger,  consolidation or transfer to which it is a
party,  shall be and become the successor Escrow Agent hereunder and vested with
all of the title to the whole  property  or trust  estate and all of the trusts,
powers,  immunities,  privileges,  protections  and all other matters as was its
predecessor,  without the  execution or filing of any  instrument or any further
act,  deed or  conveyance  on the part of any of the  parties  hereto,  anything
herein to the contrary notwithstanding.

           9. Indemnification. Stockholders, Parent and the Company, jointly and
severally,  hereby  agree  to  indemnify  the  Escrow  Agent  for and to hold it
harmless  against  any  loss,   liability  or  expense  incurred  without  gross
negligence,  recklessness or willful  misconduct on the part of the Escrow Agent
arising out of or in connection with its performance  under this Agreement.  The
indemnification provided for under this Section 9 shall be allocated and paid in
the same manner as fees,  costs and  expenses  under  Section 11 below and shall
survive the  termination of this Agreement and the resignation or removal of the
Escrow Agent.

           10.  Banking  Days. If any date on which the Escrow Agent is required
to make a delivery  pursuant to the provisions  hereof is not a day on which the
Escrow  Agent is open for  business,  then the  Escrow  Agent  shall  make  such
delivery on the next succeeding business day.

           11. Escrow Costs.  Parent and Stockholders shall each pay one-half of
the reasonable fees and expenses (including  reasonable  attorneys' fees) of the
Escrow  Agent for the  services to be rendered by the Escrow  Agent  pursuant to
this Agreement.  The Escrow Agent may deduct the fees and expenses  allocated to
each of the parties  hereto from any cash  amounts to be paid to such party from
the  Escrow  Account.  The  Escrow  Agent  agrees  to serve as  Escrow  Agent in
accordance with the fee schedule attached as Exhibit B hereto.  The Escrow Agent
shall have,  and is hereby  granted,  a prior lien upon any  property,  cash, or
assets of the Escrow  Account,  with respect to its unpaid  fees,  nonreimbursed
expenses and unsatisfied  indemnification  rights,  superior to the interests of
any other persons or entities.  The Escrow Agent shall be entitled and is hereby
granted the right to set off and deduct any unpaid fees,  nonreimbursed expenses
and/or unsatisfied indemnification rights from property on deposit in the Escrow
Account.


                                       8
<PAGE>


           12. Notices. All notices, instructions,  demands, consents, approvals
and other  communications  to be given or  delivered  under or by reasons of the
provisions  of this  Agreement  shall be in writing  and shall be deemed to have
been given when  personally  delivered  or received by  certified  mail,  return
receipt   requested,   or  guaranteed   overnight   courier  service.   Notices,
instructions,  demands,  consents,  approvals  and other  communications  to the
parties will be sent to the addresses indicated below:

           Notices to the Stockholders:

                           Vitel Ventures
                           Mark Tompkins
                           802 Grand Pavilion, 1st Floor
                           P.O. Box 30543 SMB
                           Grand Cayman
                           Cayman Islands, BWI

           With a copy to:

                           Gottbetter & Partners
                           488 Madison Avenue, 12th Floor
                           New York, New York  10022
                           Attention: Adam S. Gottbetter, Esq.

           Notices to Company:

                           Dyadic International, Inc.
                           140 Intracoastal Pointe Dr., Suite 404
                           Jupiter, Florida  33477-5094
                           Attention: Mr. Mark Emalfarb, CEO

           With a copy to:

                           Jenkens & Gilchrist, P.C.
                           225 West Washington, Suite 2600
                           Chicago, Illinois  60606
                           Attention: Robert I. Schwimmer, Esq.

           Notice to Parent:

                           (prior to completion of the Merger)
                           CCP Worldwide, Inc.
                           6040A Six Forks Road, Suite 179
                           Raleigh, North Carolina  27609


                                       9
<PAGE>


                           (after completion of the Merger)
                           Dyadic International, Inc.
                           140 Intracoastal Pointe Dr., Suite 404
                           Jupiter, Florida  33477-5094
                           Attention: Mr. Mark Emalfarb, CEO

           With a copy to:

                           (prior to the completion of the Merger)
                           Gottbetter & Partners
                           488 Madison Avenue, 12th Floor
                           New York, New York  10022
                           Attention: Adam S. Gottbetter, Esq.

                           (after completion of the Merger)
                           Jenkens & Gilchrist, P.C.
                           225 West Washington, Suite 2600
                           Chicago, Illinois  60606
                           Attention: Robert I. Schwimmer, Esq.

           Notices to Escrow Agent:

                           Jenkens & Gilcrhist
                           225 West Washington, Suite 2600
                           Chicago, Illinois 60606
                           Attention: Robert I. Schwimmer, Esq.

Each of the parties  may, by notice given as  aforesaid,  change its address for
all subsequent notices.

           13. Reports of Escrow Agent.  On or before the tenth (10th)  business
day  following  each March 31, June 30,  September 30 and December 31 during the
term hereof,  the Escrow Agent shall  deliver  account  statements to Parent and
Stockholders  with respect to the Escrow  Account for the prior fiscal  quarter,
which  statements  shall include such information as the number of Escrow Shares
held by the Escrow  Agent,  any Open  Claims and Claim  Reserves  and any Escrow
Shares delivered during the fiscal quarter.

           14. Entire Agreement;  Amendment.  This Agreement contains the entire
understanding   of  the  parties   hereto  with  respect  to  the   transactions
contemplated hereby, and this Agreement may be amended,  modified,  supplemented
or altered  only by a writing duly  executed by the Escrow  Agent,  Parent,  the
Company and Stockholders.

           15. Assigns and  Assignment.  This  Agreement  shall extend to, shall
insure to the benefit of and shall be binding upon all of the parties hereto and
upon all of their respective  successors and permitted  assigns.  This Agreement
shall not,  however,  be  assignable  or  transferable,  in whole or in part, by
Stockholders,  except  upon the express  prior  written  consent of Parent,  the
Company  and the Escrow  Agent.  No  assignment  of the  interest  of any of the
parties  hereto shall be binding on the Escrow  Agent  unless and until  written
evidence of assignment in form  satisfactory  to the Escrow Agent shall be filed
with and accepted by the Escrow Agent.


                                       10
<PAGE>


           16.  Taxation of Interest  Earned on  Investment  of Escrow  Account.
Vitel hereby  acknowledges that, for federal and state income tax purposes,  any
dividends  received on the Escrow Shares shall be income of Vitel  reportable on
its individual tax returns whether or not the dividends were  distributed by the
Escrow Agent during any  particular  year.  Vitel shall provide the Escrow Agent
with a Form W-9 or W-8, as  applicable.  The Escrow  Agent  shall  report to the
Internal  Revenue  Service all dividends  received on the Escrow Shares  against
Vitel,  as and to the extent  required by law.  Any tax  returns  required to be
prepared and filed will be prepared and filed by Vitel with the Internal Revenue
Service,  and Escrow  Agent  shall have no  responsibility  for the  preparation
and/or  filing of any tax return with respect to any  dividends  received on the
Escrow Shares.  Any taxes payable with respect to any dividends  received on the
Escrow  Shares  shall be paid by  Vitel,  and the  Escrow  Agent  shall  have no
obligation to pay any taxes or estimated taxes.

           17.  Interpretation.  The headings in this Agreement are inserted for
convenience  of  reference  only and shall not be a part of or control or affect
the  meaning  hereof.  As used  herein,  a  reference  to "he" or  "his" or like
masculine  form shall be deemed to also be a reference to the relevant  feminine
and  indefinite  forms.  As used  herein,  a  "Person"  shall be  deemed to be a
reference   to   an   individual,   partnership,   corporation,   unincorporated
association, trust, governmental agency (or division thereof) or any other legal
entity.

           18. No Waiver.  Except as otherwise set forth in this  Agreement,  no
failure or delay by a party hereto in exercising  any right,  power or privilege
hereunder shall operate as a waiver thereof,  and no single or partial  exercise
thereof  shall  preclude  any right of further  exercise or the  exercise of any
other right, power or privilege.

           19.  Severability.  The parties agree that (a) the provisions of this
Agreement  shall be  severable in the event that for any reason  whatsoever  the
provisions  hereof  were  invalid,  void or  otherwise  unenforceable,  (b) such
invalid,  void or  otherwise  unenforceable  provisions  shall be  automatically
replaced by other  provisions  which are as similar as possible in terms to such
invalid,  void  or  otherwise   unenforceable   provisions  but  are  valid  and
enforceable  and (c) the remaining  provisions  shall remain  enforceable to the
fullest extent permitted by law.

           20.  Governing Law. This Agreement shall be governed by and construed
in  accordance  with the domestic laws of the State of Delaware  without  giving
effect to any choice of law or conflict of law  provision  (whether of the State
of Delaware or any other  jurisdiction)  that would cause the application of the
laws of any jurisdiction other than the State of Delaware.

           21.  Counterparts.  This  Agreement  may be  executed  by the parties
hereto, in two or more counterparts,  each of which shall be an original and all
of which shall together constitute one and the same agreement.


                                    * * * * *


                                       11
<PAGE>


           IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement
on the date first written above.


                                                CCP WORLDWIDE, INC.,
                                                a Delaware corporation


                                                By: /s/ David R. Allison
                                                   -----------------------------
                                                Name: David R. Allison
                                                Its: President & CEO



                                                DYADIC INTERNATIONAL, INC.,
                                                a Florida corporation


                                                By: /s/ Mark Emalfarb
                                                   -----------------------------
                                                Name: Mark Emalfarb
                                                Its: President



                                                /s/ Mark Tompkins
                                                --------------------------------
                                                Mark Tompkins



                                                VITEL VENTURES


                                                By: /s/ Mark Tompkins
                                                   -----------------------------
                                                Name:
                                                Its:


                                                Jenkens & Gilchrist,
                                                a Professional Corporation

                                                By: /s/ Robert I. Schwimmer
                                                   -----------------------------
                                                Name: Robert I. Schwimmer
                                                Its: President


<PAGE>


                                    Exhibit B

                            ESCROW AGENT FEE SCHEDULE


Acceptance Fee:                  $          0.00

Annual Fee:                      $          None while  Jenkens &  Gilchrist,  a
                                            Professional Corporation, is serving
                                            as Escrow Agent

The Acceptance Fee and the Annual Fee are billed in advance and payable prior to
that year's service. These fees cover a full year, or any part thereof, and thus
are not prorated in the year of termination.

Any out-of-pocket  expenses,  or extraordinary fees or expenses such as attorney
fees or  messenger  costs,  are  additional  and are not  included  in the above
schedule.


</TEXT>
</DOCUMENT>
