EX-10.9 155 v07806_ex10-9.htm

                                      AMENDMENT TO
                               DYADIC INTERNATIONAL, INC.
                              2001 EQUITY COMPENSATION PLAN

          THIS AMENDMENT (this  "Amendment") is made and entered into as of the 28th
    day of September,  2004, by DYADIC  INTERNATIONAL,  INC., a Florida  corporation
    (the "Company") for the purpose of amending the "Dyadic International, Inc. 2001
    Equity Compensation Plan" (the "Plan").  Capitalized terms not expressly defined
    herein shall have the meaning assigned them in the Plan.

                                        RECITALS:

          A. The Company  adopted the Plan by the action of the  Company's  Board of
    Directors on or about May 1, 2001, and the  shareholders of the Company approved
    the Company's adoption of the Plan on or about May 1, 2001.

          B. On September 28, 2004,  the Board of Directors  authorized the increase
    in the number of Shares  reserved  for  issuance  under the Plan from  1,302,989
    Shares to 5,152,447 Shares.

          C. On September 28, 2004,  the  shareholders  of the Company  approved the
    increase in the number of Shares  reserved  for  issuance  under the Plan by the
    written consent of holders of a majority of the Company's outstanding shares,.

                                       AGREEMENT:

          NOW, THEREFORE,  in consideration of the foregoing  recitals,  the Plan is
    hereby amended as follows:

          1. Section 3(a) of the Plan is hereby  amended by deleting  therefrom  the
    number "1,302,989" and substituting therefor the number "5,152,447."

          2. Except as amended by this Amendment, all of the terms and provisions of
    the Plan shall remain in full force and effect.

          IN WITNESS WHEREOF, the undersigned,  for, on behalf of and in the name of
    the  Company,  has caused this  Amendment to be executed as of the date and year
    first above-written.

                                           DYADIC INTERNATIONAL, INC.

                                           By: /s/ Mark A. Emalfarb
                                           -----------------------------------------
                                           President and Chief Executive Officer