<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>2
<FILENAME>v07806_ex2-2.txt
<TEXT>

                                                                     EXHIBIT 2.2

                                                               EXECUTION VERSION

                               SPLIT-OFF AGREEMENT


           THE SPLIT-OFF  AGREEMENT (this  "Agreement") is made and entered into
this 28th day of September, 2004, by and between CCP Worldwide, Inc., a Delaware
corporation ("Seller"), David R. Allison ("Purchaser"),  Custom Craft Packaging,
Inc., a North Carolina corporation  ("Custom Craft"), and Dyadic  International,
Inc., a Florida corporation ("Dyadic").

                                R E C I T A L S:

           A.         Seller is the owner of all of the issued  and  outstanding
capital stock of Custom Craft. Custom Craft is the sole operating  subsidiary of
Seller. Seller has no other businesses or operations.

           B.         Contemporaneous  with  the  execution  of this  Agreement,
Seller,  Dyadic and a newly-formed,  wholly-owned  Florida subsidiary of Seller,
CCP Acquisition Corp. ("Mergeco"),  have entered into an Agreement of Merger and
Plan of Reorganization (the "Merger  Agreement")  pursuant to which Mergeco will
merge with and into Dyadic,  with Dyadic being the survivor (the "Merger"),  and
the  stockholders  of Dyadic will  receive  shares of common  stock in Seller in
exchange for their shares of common stock in Dyadic.

           C.         The execution of this Agreement is required by Dyadic as a
condition to its  execution of the Merger  Agreement.  The  consummation  of the
purchase and sale transaction contemplated by this Agreement is also a condition
to the  completion of the Merger  pursuant to the Merger  Agreement.  Seller has
represented  to  Dyadic  in the  Merger  Agreement  that the  purchase  and sale
transaction  contemplated  by this  Agreement  will be consummated in connection
with the Merger,  and Dyadic is relying on such  representation in entering into
the Merger Agreement.

           D.         Purchaser  desires to  purchase  the Shares (as defined in
Section 1.1) from Seller,  and to assume,  as between Seller and Purchaser,  all
responsibilities for any debts,  obligations and liabilities of Custom Craft, on
the terms and subject to the conditions specified in this Agreement.

           E.         Seller  desires  to sell and  transfer  the  Shares to the
Purchaser,  on the  terms  and  subject  to the  conditions  specified  in  this
Agreement.

           NOW,  THEREFORE,  in consideration of the mutual promises,  covenants
and agreements  contained herein and for other good and valuable  consideration,
the  receipt  and  sufficiency  are hereby  acknowledged,  the  parties  hereto,
intending to be legally bound, agree as follows:


<PAGE>


I.         PURCHASE AND SALE OF STOCK.

           1.1        Purchased  Shares.  Subject  to the terms  and  conditions
provided below,  Seller shall sell and transfer to Purchaser and Purchaser shall
purchase from Seller,  on the Closing Date (as defined in Section 1.3),  all the
issued and outstanding shares of capital stock of Custom Craft (the "Shares").

           1.2        Purchase Price. The purchase price for the Shares shall be
the  transfer and delivery by Purchaser to Seller of all of the shares of common
stock of Seller that Purchaser  owns,  which  Purchaser  represents  consists of
3,000,000  shares (the  "Purchase  Price  Shares"),  deliverable  as provided in
Section 2.2.

           1.3        Closing.  The closing of the transactions  contemplated in
this Agreement (the "Closing") shall take place  simultaneously with the closing
of the Merger.  The date on which the Closing occurs shall be referred to herein
as the Closing Date (the "Closing Date").

II.        CLOSING.

           2.1        Transfer of Shares.  At the Closing,  Seller shall deliver
to Purchaser  the  certificates  representing  all the Shares,  duly endorsed to
Purchaser,  which said delivery  shall vest  Purchaser  with good and marketable
title to all issued and  outstanding  shares of capital  stock of Custom  Craft,
free and clear of all liens and encumbrances.

           2.2        Payment of Purchase Price. At the Closing, Purchaser shall
deliver to Seller the  certificates  representing the Purchase Price Shares duly
endorsed  to  Seller,  which  said  delivery  shall  vest  Seller  with good and
marketable  title to the Purchase Price Shares,  free and clear of all liens and
encumbrances.

           2.3        Transfer  of  Records.  At  the  Closing  or  as  soon  as
practical  thereafter,  Seller  shall  arrange for  transfer to Custom Craft all
existing corporate books and records in Seller's  possession  relating to Custom
Craft and its business, including but not limited to all agreements,  litigation
files,  real  estate  files,  personnel  files  and  filings  with  governmental
agencies;  provided,  however, when any such documents relate to both Seller and
Custom Craft, only copies of such documents need be furnished. At the Closing or
as soon as practical  thereafter,  Purchaser and Custom Craft shall  transfer to
Seller all existing  corporate  books and records in the possession of Purchaser
or Custom Craft  relating to Seller,  including but not limited to all corporate
minute books, stock ledgers,  certificates and corporate seals of Seller and all
agreements,  litigation files, real property files,  personnel files and filings
with governmental agencies; provided, however, when any such documents relate to
both Seller and Custom Craft or its business, only copies of such documents need
be furnished.


                                      -2-
<PAGE>


III.       PURCHASER'S  AND  CUSTOM  CRAFT'S   REPRESENTATIONS  AND  WARRANTIES.
Purchaser  and Custom  Craft,  jointly and  severally,  represent and warrant to
Seller and Dyadic that:

           3.1        Organization   and  Good  Standing.   Custom  Craft  is  a
corporation that has been duly  incorporated and is validly existing and in good
standing under the laws of the State of North Carolina.

           3.2        Capacity and Enforceability. Purchaser has the capacity to
execute  and  deliver  this  Agreement  and the  documents  to be  executed  and
delivered  by  Purchaser  at the  Closing  pursuant  to the  purchase  and  sale
transaction   contemplated   hereby.  This  Agreement  and  all  such  documents
constitute valid and binding agreements of Purchaser,  enforceable in accordance
with their terms.  The execution and delivery by Custom Craft of this  Agreement
and the  documents to be executed and  delivered at the Closing  pursuant to the
transaction  contemplated  hereby,  and  performance  in  accordance  the  terms
thereof,  have been duly authorized by Custom Craft. This Agreement and all such
documents   constitute  the  valid  and  binding  agreements  of  Custom  Craft,
enforceable in accordance with their terms.

           3.3        Compliance.  Neither the  execution  and  delivery of this
Agreement  nor the  consummation  of the  transactions  contemplated  hereby  by
Purchaser or Custom Craft will result in the breach of any term or provision of,
or constitute a default under, or violate any agreement, indenture,  instrument,
order,  law or  regulation  to which  Purchaser or Custom Craft is a party or by
which Purchaser or Custom Craft is bound.

           3.4        Purchase for Investment.  Purchaser is financially able to
bear the  economic  risks of acquiring an interest in Custom Craft and the other
transactions  contemplated  hereby  and  has  no  need  for  liquidity  in  this
investment.  Purchaser  has such  knowledge  and  experience  in  financial  and
business  matters in general and with respect to businesses of a nature  similar
to the business of Custom Craft so as to be capable of evaluating the merits and
risks of,  and  making  an  informed  business  decision  with  regard  to,  the
acquisition of the Shares.  Purchaser is acquiring the Shares solely for his own
account and not with a view to or for resale in connection with any distribution
or public offering thereof, within the meaning of any applicable securities laws
and  regulations,  unless such  distribution or offering is registered under the
Securities Act of 1933, as amended (the "Securities  Act"), or an exemption from
such  registration is available.  Purchaser has (i) received all the information
he has deemed necessary to make an informed  investment decision with respect to
an  acquisition  of the  Shares;  (ii)  has  had an  opportunity  to  make  such
investigation  as he has desired  pertaining to Custom Craft and the acquisition
of an  interest  therein and to verify the  information  which is, and has been,
made  available to him; and (iii) has had the  opportunity  to ask  questions of
Seller  concerning  Custom Craft.  Purchaser  acknowledges that Purchaser is the
senior member of management of Seller and Custom Craft and, as such,  has actual
knowledge of the business,  operations  and  financial  affairs of Custom Craft.
Purchaser has received no public  solicitation or advertisement  with respect to
the  offer  or sale of the  Shares.  Purchaser  realizes  that  the  Shares  are
"restricted  securities"  as that term is defined in SEC Rule 144, the resale of
the Shares is restricted by federal and state securities laws and,  accordingly,
the  Shares  must be held  indefinitely  unless  their  resale  is  subsequently
registered  under the Securities Act or an exemption from such  registration  is
available for their resale. Purchaser understands that any resale of the Shares


                                      -3-
<PAGE>


by him must be registered  under the Securities  Act (and any  applicable  state
securities law) or be effected in circumstances  that, in the opinion of counsel
for Custom  Craft at the time,  create an  exemption or otherwise do not require
registration  under the Securities Act (or applicable  state  securities  laws).
Purchaser  acknowledges  and consents that  certificates now or hereafter issued
for the Shares will bear a legend substantially as follows:

           THE  SECURITIES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT")
OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), HAVE
BEEN  ACQUIRED FOR  INVESTMENT  AND MAY NOT BE SOLD,  PLEDGED,  HYPOTHECATED  OR
OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT TO A REGISTRATION  STATEMENT  UNDER THE
SECURITIES ACT AND  QUALIFICATION  UNDER THE STATE ACTS OR EXEMPTIONS  FROM SUCH
REGISTRATION  OR  QUALIFICATION  REQUIREMENTS  (INCLUDING,  IN THE  CASE  OF THE
SECURITIES  ACT, THE  EXEMPTIONS  AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT
AND RULE 144  THEREUNDER).  THE COMPANY  SHALL BE  FURNISHED  WITH AN OPINION OF
COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH  REGISTRATION AND
QUALIFICATION  AND/OR SUCH OTHER EVIDENCE AS MAY BE  SATISFACTORY TO THE COMPANY
THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS AS A PRECONDITION TO
ANY SUCH TRANSFER.

           Purchaser  understands that the Shares are being sold to him pursuant
to the exemption from  registration  contained in Section 4(2) of the Securities
Act and that the Seller is relying upon the  representations  made herein as one
of the bases for claiming the Section 4(2) exemption. In the event the Shares or
any portion thereof are subsequently  transferred,  Purchaser agrees to execute,
deliver and file all such papers,  documents and  instruments as may be required
by  the  Securities   Exchange  Commission  ("SEC")  and  any  state  securities
commission to qualify the transfer for an exemption from registration  under the
Securities Act, or any applicable state securities  laws,  respectively,  to the
extent  that  such  papers,  documents  and  instruments  may  be  necessary  or
appropriate  for such  transfer.  Purchaser  agrees to furnish  Custom Craft and
Seller  with a copy of all such  papers,  documents  and  instruments,  and,  in
addition,  will furnish Custom Craft and Seller with any other  information that
Custom  Craft or Seller  may  reasonably  require to ensure  that no  subsequent
transfer or  disposition  of the Shares is in violation of the Securities Act or
any  applicable  state  securities  laws. For purposes  hereof,  the term resale
includes any transfer for value including the mortgage, pledge, or hypothecation
of such Shares.

           3.5        WARN Act.  Custom Craft does not have a sufficient  number
of  employees  to  make it  subject  to the  Worker  Adjustment  and  Retraining
Notification Act ("WARN Act").

           3.6        Liabilities.  Following  the Closing,  Seller will have no
liability  for any debts,  liabilities  or  obligations  of Custom  Craft or its
business or activities, and there are no outstanding guaranties,  performance or
payment bonds,  letters of credit or other  contingent  contractual  obligations
that have been undertaken by Seller directly or indirectly in relation to Custom
Craft or its business and that may survive the Closing. Seller has no employees.


                                      -4-
<PAGE>


           3.7        Title to  Purchase  Price  Shares.  Purchaser  is the sole
record and beneficial owner of the Purchase Price Shares. At Closing,  Purchaser
will have good and marketable title to the Purchase Price Shares, which Purchase
Price  Shares are,  and at the Closing  will be, free and clear of all  options,
warrants,  pledges,  claims,  liens,  and  encumbrances  and any restrictions or
limitations   prohibiting  or  restricting   transfer  to  Seller,   except  for
restrictions on transfer as contemplated by applicable securities laws.

           3.8        Representations   in  Merger   Agreement.   Custom   Craft
represents  and  warrants  that all of the  representations  and  warranties  by
Seller,  insofar  as they  relate  to  Custom  Craft,  contained  in the  Merger
Agreement are true and correct.

IV.        SELLER'S  REPRESENTATIONS  AND  WARRANTIES.   Seller  represents  and
warrants to Purchaser that:

           4.1        Organization  and Good  Standing.  Seller is a corporation
that has been duly  incorporated  and is validly  existing and in good  standing
under the laws of the State of Delaware.

           4.2        Authority and  Enforceability.  The execution and delivery
of this  Agreement and the documents to be executed and delivered at the Closing
pursuant to the transactions  contemplated hereby, and performance in accordance
with the  terms  thereof,  have  been duly  authorized  by  Seller  and all such
documents  constitute the valid and binding  agreements of Seller enforceable in
accordance with their terms.

           4.3        Title to Shares.  Seller is the sole record and beneficial
owner of the Shares.  At Closing,  Seller will have good and marketable title to
the Shares,  which Shares are, and at the Closing will be, free and clear of all
options, warrants, pledges, claims, liens and encumbrances, and any restrictions
or  limitations  prohibiting or  restricting  transfer to Purchaser,  except for
restrictions  on  transfer  as  contemplated  by Section  3.4 above.  The Shares
constitute all of the issued and  outstanding  shares of capital stock of Custom
Craft.

V.         OBLIGATIONS OF PURCHASER PENDING CLOSING. Purchaser and Custom Craft,
jointly and  severally,  covenant and agree that between the date hereof and the
Closing:

           5.1        Business  as  Usual.   Custom   Craft  shall   operate  in
accordance  with past  practices  and shall use best  efforts  to  preserve  its
goodwill and the goodwill of its employees, customers and others having business
dealings with Custom Craft.  Without  limiting the  generality of the foregoing,
from the date of this Agreement  until the Closing Date,  Custom Craft shall (a)
make all normal and customary  repairs to its equipment,  assets and facilities,
(b) keep in force all  insurance,  (c)  preserve  in full  force and  effect all
material franchises,  licenses, contracts and real property interests and comply
in all material respects with all laws and regulations, (d) collect all accounts
receivable  and pay all trade  creditors in the  ordinary  course of business at
intervals historically experienced, and (e) preserve and maintain Custom Craft's
assets in their current operating  condition and repair,  ordinary wear and tear
excepted.  Custom Craft shall not (i) amend, terminate or surrender any material
franchise,  license, contract or real property interest, or (ii) sell or dispose
of any of its assets except in the ordinary  course of business.  Neither Custom
Craft nor Purchaser shall take or omit to take any action that results in Seller
incurring  any  liability  or  obligation  prior  to or in  connection  with the
Closing.


                                      -5-
<PAGE>


           5.2        Not Impair  Performance.  Purchaser and Custom Craft shall
not take any  intentional  action  that  would  cause  the  conditions  upon the
obligations of the parties hereto to effect the transactions contemplated hereby
not to be  fulfilled,  including,  without  limitation,  taking or causing to be
taken any action that would cause the representations and warranties made by any
party herein not to be true,  correct and accurate as of the Closing,  or in any
way  impairing the ability of Seller to satisfy its  obligations  as provided in
Article VI.

           5.3        Assist  Performance.  Purchaser  and  Custom  Craft  shall
exercise their reasonable best efforts to cause to be fulfilled those conditions
precedent to Seller's  obligations to consummate the  transactions  contemplated
hereby, as well as any conditions to the consummation of the Merger contained in
the Merger  Agreement,  which are dependent  upon actions of Purchaser or Custom
Craft and to make and/or obtain any  necessary  filings and consents in order to
consummate the sale transaction contemplated by this Agreement.  Purchaser shall
cause Custom Craft to comply with its obligations under this Agreement.

           5.4        Access.  Prior to the  Closing,  Purchaser  shall  use his
reasonable best efforts to cause Custom Craft to, and Custom Craft shall, permit
the  authorized  representatives  of  Dyadic  to have  reasonable  access to the
properties,  records and documents  related to Custom Craft and its business and
furnish to Dyadic such  financial  records and other  documents  with respect to
Custom Craft's operations and business as Dyadic shall reasonably request.

VI.        OBLIGATIONS OF SELLER PENDING  CLOSING.  Seller  covenants and agrees
that between the date hereof and the Closing:

           6.1        Business as Usual.  Seller shall not take any  intentional
action that  prevents  Custom Craft from  satisfying  its covenants set forth in
Section 5.1 above.

           6.2        Not  Impair   Performance.   Seller  shall  not  take  any
intentional  action that would cause the conditions  upon the obligations of the
parties  hereto  to  effect  the  transactions  contemplated  hereby  not  to be
fulfilled,  including,  without  limitation,  taking or  causing to be taken any
action which would cause the  representations  and warranties  made by any party
herein not to be materially true, correct and accurate as of the Closing,  or in
any way  impairing  the  ability of  Purchaser  to satisfy  his  obligations  as
provided in Article V.

           6.3        Assist  Performance.  Seller shall exercise its reasonable
best efforts to cause to be fulfilled those conditions  precedent to Purchaser's
obligations  to  consummate  the  transactions  contemplated  hereby  which  are
dependent  upon the actions of Seller and to work with  Purchaser to make and/or
obtain any necessary filings and consents.


                                      -6-
<PAGE>


VII.       SELLER'S CONDITIONS  PRECEDENT TO CLOSING.  The obligations of Seller
to close the  transactions  contemplated  by this  Agreement  are subject to the
satisfaction  at or prior to the  Closing  of each of the  following  conditions
precedent (any or all of which may be waived by Seller and Dyadic in writing):

           7.1        Representations   and   Warranties,    Performance.    All
representations  and warranties of Purchaser and Custom Craft  contained in this
Agreement shall have been true and correct, in all material respects,  when made
and  shall be true  and  correct,  in all  material  respects,  at and as of the
Closing, with the same effect as though such representations and warranties were
made at and as of the Closing.  Purchaser and Custom Craft shall have  performed
and complied with all covenants and agreements and satisfied all conditions,  in
all material  respects,  required by this  Agreement to be performed or complied
with or satisfied by Purchaser and Custom Craft at or prior to the Closing.

           7.2        Bring-Down Certificate of Purchaser.  Purchaser and Custom
Craft shall deliver to Seller at Closing a  certificate  signed by Purchaser and
an  authorized  officer of Custom Craft dated the Closing Date:  (i)  certifying
that  Purchaser and Custom Craft have  performed and complied with all covenants
and agreements and satisfied all conditions, in all material respects,  required
by this  Agreement to be performed or complied with or satisfied by Purchaser or
Custom  Craft  at or  prior  to  the  Closing;  and  (ii)  certifying  that  all
representations  and  warranties  made by  Purchaser  and  Custom  Craft in this
Agreement are true and correct, in all material respects, as of the Closing Date
with the same effect as though such  representations and warranties were made at
and as of the Closing Date.

           7.3        Additional  Documents.  Purchaser  and Custom  Craft shall
deliver or cause to be delivered such  additional  documents as may be necessary
in connection  with the  consummation of the  transactions  contemplated by this
Agreement and the performance of their obligations hereunder.

           7.4        Releases by Purchaser and Custom Craft.

                      (a) Purchaser. At the Closing, Purchaser shall execute and
           deliver to Seller and Dyadic a general release which in substance and
           effect  releases  Seller and Dyadic from any and all  liabilities and
           obligations  that  Seller  and  Dyadic  may owe to  Purchaser  in any
           capacity and from any and all claims that  Purchaser may have against
           Seller,   Dyadic,   or   their   respective   officers,    directors,
           stockholders, employees and agents (other than those arising pursuant
           to this Agreement or any document  delivered in connection  with this
           Agreement).

                      (b) Custom  Craft.  At the  Closing,  Custom  Craft  shall
           execute and deliver to Seller and Dyadic a general  release  which in
           substance  and effect  releases  Seller  and Dyadic  from any and all
           liabilities and obligations  that Seller and Dyadic may owe to Custom
           Craft in any  capacity  and from any and all claims that Custom Craft
           may  have  against  Seller,  Dyadic,  or their  respective  officers,
           directors,  stockholders,  employees  and  agents  (other  than those
           arising  pursuant to this  Agreement  or any  document  delivered  in
           connection with this Agreement).


                                      -7-
<PAGE>


           7.5        Resignation of Purchaser. At the Closing,  Purchaser shall
deliver to Seller his  resignation  as an officer and  director of Seller,  said
resignation  to  be  effective   immediately   upon  the   consummation  of  the
transactions contemplated by this Agreement.

           7.6        Consummation  of Merger.  The  consummation  of the Merger
shall have occurred simultaneously with the Closing.

VIII.      PURCHASER'S  CONDITIONS  PRECEDENT  TO CLOSING.  The  obligations  of
Purchaser to close the  transactions  contemplated by this Agreement are subject
to the  satisfaction  at or  prior  to the  Closing  of  each  of the  following
conditions precedent (any and all of which may be waived by Purchaser and Dyadic
in writing):

           8.1        Representations   and   Warranties,    Performance.    All
representations  and warranties of Seller contained in this Agreement shall have
been true and correct, in all material respects, when made and shall be true and
correct, in all material respects, at and as of the Closing with the same effect
as  though  such  representations  and  warranties  were  made  at and as of the
Closing.  Seller  shall have  performed  and  complied  with all  covenants  and
agreements and satisfied all conditions,  in all material respects,  required by
this Agreement to be performed or complied with or satisfied by them at or prior
to the Closing.

           8.2        Delivery  of Books and  Records.  At the  Closing,  Seller
shall  deliver to Purchaser  all  corporate  books and records of Custom  Craft,
including any minutes,  stock certificate  stubs,  stock transfer  ledgers,  and
seals.

           8.3        Certificates  of Seller.  Seller shall deliver or cause to
be delivered to Purchaser at Closing:

                      (a)  Good  Standing.   Certificate  of  good  standing  in
           Delaware for Seller, dated within 20 days of the Closing Date.

                      (b)  Bring-Down.  A  certificate  signed by an  authorized
           officer of Seller,  dated as of the Closing Date: (i) certifying that
           Seller has performed  and complied with all covenants and  agreements
           and satisfied all conditions,  in all material respects,  required by
           this  Agreement  to be  performed  or complied  with or  satisfied by
           Seller  at or prior to the  Closing;  and  (ii)  certifying  that all
           representations  and warranties  made by Seller in this Agreement are
           true and correct,  in all material  respects,  as of the Closing Date
           with the same effect as though such  representations  and  warranties
           were made at and as of the Closing Date.

           8.4        Release by Seller.  At the Closing,  Seller shall  execute
and  deliver  to  Purchaser  a general  release  which in  substance  and effect
releases Custom Craft from any and all  liabilities and obligations  that Custom
Craft may owe to Seller and from any and all claims that Seller may have against
Custom Craft, its officers, directors, stockholders, employees and agents (other
than those  arising  pursuant to this  Agreement  or any  document  delivered in
connection with this Agreement).

           8.5        Consummation  of Merger.  The  consummation  of the Merger
shall have occurred simultaneously with the Closing.


                                      -8-
<PAGE>


IX.        OTHER AGREEMENTS.

           9.1        Expenses.  Each  party  hereto  shall  bear  its  expenses
separately  incurred in connection  with this Agreement and with the performance
of its obligations hereunder.

           9.2        Confidentiality.  The  parties  hereto  shall not make any
public  announcements  concerning this transaction other than in accordance with
mutual agreement reached prior to any such announcement(s) and other than as may
be required by applicable law. If for any reason the  transactions  contemplated
hereby are not consummated, then Purchaser shall return any information received
by Purchaser from Seller, and Purchaser shall cause all confidential information
obtained by Purchaser  concerning Custom Craft and its business to be treated as
such.

           9.3        Brokers' Fees. No party to this Agreement has employed the
services of a broker and each agrees to indemnify  the other  against all claims
of any third parties for fees and  commissions of any brokers  claiming a fee or
commission related to the transactions contemplated hereby.

           9.4        Access to Information Post-Closing; Cooperation.

                      (a)  Following  the  Closing,  Purchaser  and Custom Craft
           shall afford to Seller and its authorized  accountants,  counsel, and
           other  designated  representatives  reasonable  access (and including
           using  reasonable   efforts  to  give  access  to  persons  or  firms
           possessing information) and duplicating rights during normal business
           hours to allow records, books, contracts,  instruments, computer data
           and other data and information  (collectively,  "Information") within
           the  possession  or control of Purchaser  or Custom Craft  insofar as
           such  access is  reasonably  required by Seller.  Information  may be
           requested under this Section 9.4(a) for, without  limitation,  audit,
           accounting,  claims,  litigation  and  tax  purposes,  as well as for
           purposes of  fulfilling  disclosure  and  reporting  obligations  and
           performing this Agreement and the transactions  contemplated  hereby.
           No files,  books or records of Custom  Craft  existing at the Closing
           Date shall be destroyed  by  Purchaser or Custom Craft after  Closing
           but prior to the  expiration  of any period  during which such files,
           books or records  are  required to be  maintained  and  preserved  by
           applicable  law  without  giving  the  Seller at least 30 days  prior
           written  notice,  during  which time  Seller  shall have the right to
           examine  and to remove any such  files,  books and  records  prior to
           their destruction.

                      (b) Following  the Closing,  Seller shall afford to Custom
           Craft and its authorized  accountants,  counsel and other  designated
           representatives reasonable access (including using reasonable efforts
           to  give   access  to  persons  or  firms   possessing   information)
           duplicating rights during normal business hours to Information within
           Seller's  possession  or control  relating to the  business of Custom
           Craft.  Information  may be requested  under this Section 9.4(b) for,
           without limitation,  audit,  accounting,  claims,  litigation and tax
           purposes  as  well  as for  purposes  of  fulfilling  disclosure  and
           reporting  obligations  and for  performing  this  Agreement  and the
           transactions  contemplated  hereby.  No files,  books or  records  of
           Custom  Craft  existing at the  Closing  Date shall be  destroyed  by
           Seller after Closing but prior to the expiration of any period during
           which such files,  books or records are required to be maintained and


                                      -9-
<PAGE>


           preserved by applicable  law without giving the Purchaser at least 30
           days prior written notice, during which time Purchaser shall have the
           right to examine  and to remove  any such  files,  books and  records
           prior to their destruction.

                      (c) At all times following the Closing,  Seller, Purchaser
           and Custom Craft shall use  reasonable  efforts to make  available to
           the other party on written request,  the current and former officers,
           directors,  employees and agents of Seller or Custom Craft for any of
           the purposes set forth in Section 9.4(a) or (b) above or as witnesses
           to the extent  that such  persons  may be  reasonably  be required in
           connection  with any legal,  administrative  or other  proceedings in
           which Seller or Custom Craft may from time to be involved.

                      (d) The party to whom any  Information  or  witnesses  are
           provided under this Section 9.4 shall reimburse the provider  thereof
           for all out-of-pocket  expenses  actually and reasonably  incurred in
           providing such Information or witnesses.

                      (e) Seller,  Purchaser,  Custom Craft and their respective
           employees  and  agents  shall  each  hold in  strict  confidence  all
           Information  concerning  the  other  party  in  their  possession  or
           furnished by the other or the other's representative pursuant to this
           Agreement  with the same degree of care as such party  utilizes as to
           such party's own confidential  information (except to the extent that
           such Information is (i) in the public domain through no fault of such
           party or (ii) later  lawfully  acquired from any other source by such
           party), and each party shall not release or disclose such Information
           to  any  other  person,  except  such  party's  auditors,  attorneys,
           financial  advisors,  bankers,  other  consultants  and  advisors  or
           persons with whom such party has a valid  obligation to disclose such
           Information,   unless  compelled  to  disclose  such  Information  by
           judicial or administrative  process or, as advised by its counsel, by
           other requirements of law.

                      (f)  Seller,  Purchaser  and Custom  Craft  shall each use
           their  best  efforts  to  forward  promptly  to the  other  party all
           notices,  claims,   correspondence  and  other  materials  which  are
           received and determined to pertain to the other party.

           9.5        Guarantees, Surety Bonds and Letter of Credit Obligations.
In the event that Seller is obligated for any debts,  obligations or liabilities
of Custom Craft by virtue of any  outstanding  guarantee,  performance or surety
bond or letter  of  credit  provided  or  arranged  by Seller on or prior to the
Closing  Date,  Purchaser and Custom Craft shall use best efforts to cause to be
issued  replacements  of such  bonds,  letters of credit and  guarantees  and to
obtain any amendments,  novations,  releases and approvals  necessary to release
and discharge fully Seller from any liability  thereunder following the Closing.
Purchaser and Custom Craft, jointly and severally, shall be responsible for, and
shall indemnify,  hold harmless and defend Seller from and against, any costs or
losses  incurred  by Seller  arising  from such  bonds,  letters of credits  and
guarantees and any liabilities  arising therefrom and shall reimburse Seller for
any payments that Seller may be required to pay pursuant to  enforcement  of its
obligations relating to such bonds, letters of credit and guarantees.



                                      -10-
<PAGE>


           9.6        Filings and Consents. Purchaser and Custom Craft, at their
risk,  shall  determine  what, if any,  filings and consents must be made and/or
obtained  prior to Closing to  consummate  the  purchase and sale of the Shares.
Purchaser and Custom Craft,  jointly and severally,  shall  indemnify the Seller
Indemnified  Parties  against  any Losses  incurred  by any  Seller  Indemnified
Parties by virtue of the  failure  to make  and/or  obtain  any such  filings or
consents.  Recognizing  that the  failure to make  and/or  obtain any filings or
consents may cause Seller to incur Losses or otherwise  adversely affect Seller,
Purchaser and Custom Craft confirm that the  provisions of this Section 9.6 will
not limit  Seller's  right to treat such  failure as the  failure of a condition
precedent to Seller's obligation to close pursuant to Article VII above.

           9.7        Insurance.  Purchaser  acknowledges  that  on the  Closing
Date,  effective as of the Closing, all insurance coverage and bonds provided by
Seller for Custom  Craft,  and all  certificates  of insurance  evidencing  that
Custom Craft maintains any required insurance by virtue of insurance provided by
Seller,  will  terminate  with  respect to any insured  damages  resulting  from
matters occurring subsequent to Closing.

           9.8        Agreements Regarding Taxes.

                      (a) Tax  Sharing  Agreements.  Any tax  sharing  agreement
           between  Seller and Custom Craft is terminated as of the Closing Date
           and will have no further  effect for any taxable  year  (whether  the
           current year, a future year, or a past year).

                      (b) Returns for Periods  Through the Closing Date.  Seller
           will  include  the income  and loss of Custom  Craft  (including  any
           deferred income  triggered into income by Reg.  ss.1.1502-13  and any
           excess loss accounts  taken into income under Reg.  ss.1.1502-19)  on
           Seller's  consolidated  federal  income tax  returns  for all periods
           through  the  Closing   Date  and  pay  any  federal   income   taxes
           attributable  to such  income.  Seller  and  Custom  Craft  agree  to
           allocate  income,  gain,  loss,  deductions  and credits  between the
           period up to Closing (the "Pre-Closing  Period") and the period after
           Closing (the  "Post-Closing  Period") based on a closing of the books
           of Custom Craft and both Seller and Custom Craft agree not to make an
           election under Reg.  ss.1.1502-76(b)(2)(ii)  to ratably  allocate the
           year's items of income,  gain,  loss,  deduction and credit.  Seller,
           Custom Craft and Purchaser  agree to report all  transactions  not in
           the ordinary  course of business  occurring on the Closing Date after
           Purchaser's  purchase of the Shares on Custom  Craft's tax returns to
           the extent  permitted  by Reg.  ss.1.1502-76(b)(1)(ii)(B).  Purchaser
           agrees to  indemnify  Seller  for any  additional  tax owed by Seller
           (including tax owned by Seller due to this  indemnification  payment)
           resulting from any transaction  engaged in by Custom Craft not in the
           ordinary  course of  business  occurring  on the  Closing  Date after
           Purchaser's  purchase of the Shares.  Custom  Craft will  furnish tax
           information to Seller for inclusion in Seller's  consolidated federal
           income tax return for the period  which  includes the Closing Date in
           accordance with Custom Craft's past custom and practice.

                      (c) Audits. Seller will allow Custom Craft and its counsel
           to participate  at Custom  Craft's  expense in any audits of Seller's
           consolidated federal income tax returns to the extent that such audit
           raises issues that relate to and increase the tax liability of Custom
           Craft.  Seller shall have the absolute right, in its sole discretion,
           to engage  professionals  and direct the  representation of Seller in


                                      -11-
<PAGE>


           connection  with any such audit and the resolution  thereof,  without
           receiving the consent of Purchaser or Custom Craft or any other party
           acting on behalf of Purchaser or Custom  Craft,  provided that Seller
           will not  settle any such audit in a manner  which  would  materially
           adversely  affect  Custom  Craft after the  Closing  Date unless such
           settlement  would be  reasonable  in the case of a person  that owned
           Custom  Craft both  before and after the Closing  Date.  In the event
           that after Closing any tax authority  informs the Purchaser or Custom
           Craft of any notice of proposed audit,  claim,  assessment,  or other
           dispute concerning an amount of taxes which pertain to the Seller, or
           to Custom  Craft  during the period  prior to Closing,  Purchaser  or
           Custom  Craft must  promptly  notify the Seller of the same within 15
           calendar  days of the date of the notice from the tax  authority.  In
           the event Purchaser or Custom Craft does not notify the Seller within
           such  15  day  period,   Purchaser  and  Custom  Craft,  jointly  and
           severally,  will indemnify the Seller for any  incremental  interest,
           penalty  or other  assessments  resulting  from the  delay in  giving
           notice.  To  the  extent  of  any  conflict  or  inconsistency,   the
           provisions of this Section 9.8 shall  control over the  provisions of
           Section 11.2 below.

                      (d)  Cooperation  on Tax  Matters.  Purchaser,  Seller and
           Custom Craft shall cooperate  fully, as and to the extent  reasonably
           requested by the other party,  in  connection  with the filing of tax
           returns  pursuant to this Section and any audit,  litigation or other
           proceeding with respect to taxes.  Such cooperation shall include the
           retention  and (upon the other  party's  request)  the  provision  of
           records and  information  which are  reasonably  relevant to any such
           audit,  litigation or other proceeding and making employees available
           on a mutually convenient basis to provide additional  information and
           explanation of any material  provided  hereunder.  Custom Craft shall
           (i)  retain  all  books  and  records  with  respect  to tax  matters
           pertinent to Custom Craft  relating to any taxable  period  beginning
           before  the  Closing  Date  until the  expiration  of the  statute of
           limitations  (and, to the extent  notified by Seller,  any extensions
           thereof)  of the  respective  taxable  periods,  and to  abide by all
           record retention  agreements  entered into with any taxing authority,
           and (ii) give Seller reasonable written notice prior to transferring,
           destroying  or  discarding  any such books and  records  and,  if the
           Seller so requests,  Purchaser  agrees to cause Custom Craft to allow
           Seller to take possession of such books and records.

           9.9        ERISA Agreement.  Effective as of the Closing Date, Custom
Craft shall  terminate its  participation  in, and withdraw  from,  all employee
benefit  plans  sponsored by Seller,  and Seller and Purchaser  shall  cooperate
fully in such termination and withdrawal. Without limitation, Custom Craft shall
be solely responsible for (i) all liabilities under those employee benefit plans
notwithstanding  any status as an employee benefit plan sponsored by Seller, and
(ii) all liabilities for the payment of vacation pay,  severance  benefits,  and
similar obligations,  including,  without limitation,  amounts which are accrued
but unpaid as of the Closing Date with  respect  thereto.  Purchaser  and Custom
Craft  acknowledge  that  Custom  Craft  is  solely  responsible  for  providing
continuation  health  coverage,  as  required  under  the  Consolidated  Omnibus
Reconciliation  Act of 1985,  as  amended  ("COBRA"),  to each  person,  if any,
participating  in an employee benefit plan subject to COBRA with respect to such
employee benefit plan as of the Closing Date, including, without limitation, any
person whose employment with Custom Craft is terminated after the Closing Date.


                                      -12-
<PAGE>


X.         TERMINATION.

           10.1       This  Agreement may be terminated at, or at any time prior
to, the Closing:

                      (a) by mutual  written  consent of Seller,  Purchaser  and
           Dyadic;

                      (b) by Seller or Purchaser if the Closing has not occurred
           by November 5, 2004; or

                      (c) the Seller or  Purchaser  if the Merger  Agreement  is
           abandoned or terminated without the Merger occurring.

If this Agreement is terminated as provided herein,  it shall become wholly void
and of no further  force and effect and there shall be no further  liability  or
obligation  on the part of any party except to pay such expenses as are required
of such party.

XI.        INDEMNIFICATION.

           11.1       Indemnification by Purchaser.  Purchaser and Custom Craft,
jointly and severally, covenant and agree to indemnify, defend, protect and hold
harmless Seller, and its officers, directors, employees,  stockholders,  agents,
representatives and affiliates (collectively,  together with Seller, the "Seller
Indemnified  Parties")  at all times  from and after the date of this  Agreement
from and against all  losses,  liabilities,  damages,  claims,  actions,  suits,
proceedings,  demands, assessments,  adjustments,  costs and expenses (including
specifically, but without limitation, reasonable attorneys' fees and expenses of
investigation),  whether or not involving a third party claim and  regardless of
any  negligence  of  any  Seller  Indemnified  Party  (collectively,  "Losses"),
incurred by any Seller  Indemnified Party as a result of or arising from (i) any
breach of the  representations  and warranties of Purchaser and Custom Craft set
forth herein or in  certificates  delivered  in  connection  herewith,  (ii) any
breach or  nonfulfillment  of any  covenant or  agreement  (including  any other
agreement  of Purchaser  and Custom Craft to indemnify  Seller set forth in this
Agreement) on the part of Purchaser or Custom Craft under this Agreement,  (iii)
any  debt,  liability  or  obligation  of Custom  Craft,  (iv) the  conduct  and
operations of the business of Custom Craft whether before or after Closing,  (v)
claims  asserted  against Custom Craft whether before or after Closing,  or (vi)
any  federal or state  income tax  payable  by Seller  and  attributable  to the
transaction contemplated by this Agreement.

           11.2       Third-Party Claims.

                      (a) Defense.  If any claim or  liability  (a  "Third-Party
           Claim")  should be  asserted  against  any of the Seller  Indemnified
           Parties  (the  "Indemnitee")  by a third  party after the Closing for
           which Purchaser and Custom Craft have an  indemnification  obligation
           under the terms of Section  11.1,  then the  Indemnitee  shall notify
           Purchaser  and Custom Craft (the  "Indemnitor")  within 20 days after
           the Third-Party Claim is asserted by a third party (said notification
           being  referred to as a "Claim  Notice")  and give the  Indemnitor  a
           reasonable  opportunity to take part in any  examination of the books
           and records of the Indemnitee  relating to such Third-Party Claim and
           to assume the  defense of such  Third-Party  Claim and in  connection
           therewith and to conduct any  proceedings  or  negotiations  relating


                                      -13-
<PAGE>


           thereto and necessary or appropriate to defend the Indemnitee  and/or
           settle the Claim. The expenses (including reasonable attorneys' fees)
           of all negotiations,  proceedings,  contests, lawsuits or settlements
           with  respect  to  any  Third-Party  Claim  shall  be  borne  by  the
           Indemnitor.  If the  Indemnitor  agrees to assume the  defense of any
           Third-Party Claim in writing within 20 days after the Claim Notice of
           such Third-Party Claim has been delivered, through counsel reasonably
           satisfactory to Indemnitee,  then the Indemnitor shall be entitled to
           control the conduct of such defense,  and any decision to settle such
           Third-Party  Claim,  and shall be responsible for any expenses of the
           Indemnitee in connection with the defense of such  Third-Party  Claim
           so long as the  Indemnitor  continues  such  defense  until the final
           resolution  of  such  Third-Party  Claim.  The  Indemnitor  shall  be
           responsible for paying all settlements made or judgments entered with
           respect  to any  Third-Party  Claim  the  defense  of which  has been
           assumed by the  Indemnitor.  Except as  provided  on  subsection  (b)
           below,  both the  Indemnitor  and the  Indemnitee  must  approve  any
           settlement  of a Third Party Claim.  A failure by the  Indemnitee  to
           timely give the Claim  Notice  shall not excuse  Indemnitor  from any
           indemnification   liability  except  only  to  the  extent  that  the
           Indemnitor is materially and adversely prejudiced by such failure.

                      (b) Failure To Defend.  If the Indemnitor  shall not agree
           to assume the defense of any  Third-Party  Claim in writing within 20
           days  after  the  Claim  Notice  of such  Third-Party  Claim has been
           delivered,  or shall fail to continue  such  defense  until the final
           resolution of such Third-Party  Claim, then the Indemnitee may defend
           against  such  Third-Party  Claim  in  such  manner  as it  may  deem
           appropriate and the Indemnitee may settle such  Third-Party  Claim on
           such terms as it may deem appropriate.  The Indemnitor shall promptly
           reimburse the Indemnitee  for the amount of all  settlement  payments
           and  expenses,  legal and  otherwise,  incurred by the  Indemnitee in
           connection with the defense or settlement of such Third-Party  Claim.
           If no  settlement  of  such  Third-Party  Claim  is  made,  then  the
           Indemnitor  shall satisfy any judgment  rendered with respect to such
           Third-Party Claim before the Indemnitee is required to do so, and pay
           all expenses,  legal or otherwise,  incurred by the Indemnitee in the
           defense against such Third-Party Claim.

           11.3       Non-Third-Party  Claims.  Upon  discovery of any claim for
which Purchaser and Custom Craft have an  indemnification  obligation  under the
terms of Section  11.1 which does not involve a claim by a third  party  against
the Indemnitee,  the Indemnitee shall give prompt notice to Purchaser and Custom
Craft of such claim and, in any case, shall give Purchaser and Custom Craft such
notice within 30 days of such discovery.  A failure by Indemnitee to timely give
the foregoing notice to Purchaser and Custom Craft shall not excuse Purchaser or
Custom  Craft  from any  indemnification  liability  except to the  extent  that
Purchaser  or  Custom  Craft is  materially  and  adversely  prejudiced  by such
failure.

           11.4       Temporal Limitation.  Except as otherwise provided in this
Section 11.4, all representations and warranties made by Purchaser, Custom Craft
and Seller in connection with this Agreement shall survive the Closing. Anything
in  this  Agreement  to  the  contrary  notwithstanding,  the  liability  of all
Indemnitors   under  this  Article  XI  shall  terminate  on  the  fourth  (4th)
anniversary  of the Closing  Date,  except with respect to (a) liability for any
item as to which, prior to the fourth (4th) anniversary of the Closing Date, any
Indemnitee  shall have asserted a Claim in writing,  which Claim shall  identify


                                      -14-
<PAGE>


its basis with  reasonable  specificity,  in which case the  liability  for such
Claim  shall  continue  until it shall  have been  finally  settled,  decided or
adjudicated,  (b)  liability of any party for Losses for which such party has an
indemnification  obligation,  incurred as a result of such party's breach of any
covenant or  agreement  to be  performed  by such party after the  Closing,  (c)
liability  of  Purchaser  and  Custom  Craft  for  Losses  incurred  by a Seller
Indemnified  Party due to breaches of their  representations  and  warranties in
Article III of this  Agreement,  and (d) liability of Purchaser and Custom Craft
for Losses  arising out of  Third-Party  Claims for which  Purchaser  and Custom
Craft have an  indemnification  obligation,  which liability shall survive until
the statute of  limitation  applicable  to any third  party's  right to assert a
Third-Party Claim bars assertion of such claim.

XII.       MISCELLANEOUS.

           12.1       Notices.  All  notices  and  communications   required  or
permitted  hereunder shall be in writing and deemed given when received by means
of the  United  States  mail,  addressed  to the party to be  notified,  postage
prepaid and registered or certified with return receipt  requested,  or personal
delivery, or overnight courier, as follows:

                      (a)        If to Seller, addressed to:

                                 (Prior to Closing)
                                 CCP Worldwide, Inc.
                                 6040-A Six Forks Road, Suite 179
                                 Raleigh, North Carolina  27609

                                 (After Closing)
                                 Dyadic International, Inc.
                                 (formerly known as CCP Worldwide, Inc.)
                                 140 Intracoastal Pointe Dr., Suite 404
                                 Jupiter, Florida  33477-5094
                                 Attention:  Mr. Mark Emalfarb,  CEO

                      With a copy to:

                                 (Prior to Closing)
                                 Gottbetter & Partners
                                 488 Madison Avenue, 12th Floor
                                 New York, New York  10022
                                 Attention:  Adam S. Gottbetter, Esq.

                                 (After Closing)
                                 Jenkens & Gilchrist, a Professional Corporation
                                 225 West Washington, Suite 2600
                                 Chicago, Illinois  60606
                                 Attention:  Robert I. Schwimmer, Esq.


                                      -15-
<PAGE>


                      (b)        If to Purchaser or Custom Craft, addressed to:

                                 Mr. David R. Allison
                                 Custom Craft Packaging, Inc.
                                 6040-A Six Forks Road,  Suite 179
                                 Raleigh,  North Carolina 27609

                      With  a  copy  to  (which  shall  not  constitute   notice
           hereunder):

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

                      (c)        If to Dyadic, addressed to:

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

                      With  a  copy  to  (which  shall  not  constitute   notice
           hereunder):

                                 Jenkens & Gilchrist, a Professional Corporation
                                 225 West Washington, Suite 2600
                                 Chicago, Illinois  60606
                                 Attention:  Robert I. Schwimmer, Esq.

or to such other  address as any party  hereto  shall  specify  pursuant to this
Section 12.1 from time to time.

           12.2       Exercise  of Rights  and  Remedies.  Except  as  otherwise
provided herein, no delay of or omission in the exercise of any right,  power or
remedy  accruing  to any party as a result of any breach or default by any other
party under this  Agreement  shall impair any such right,  power or remedy,  nor
shall it be  construed  as a waiver  of or  acquiescence  in any such  breach or
default,  or of any similar  breach or default  occurring  later;  nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or
default occurring before or after that waiver.

           12.3       Time.  Time  is  of  the  essence  with  respect  to  this
Agreement.

           12.4       Reformation  and  Severability.  In case any  provision of
this Agreement  shall be invalid,  illegal or  unenforceable,  it shall,  to the
extent  possible,  be  modified  in  such  manner  as to  be  valid,  legal  and
enforceable  but so as to most nearly  retain the intent of the parties,  and if
such  modification  is not possible,  such provision  shall be severed from this
Agreement,  and in either case the validity,  legality and enforceability of the
remaining  provisions  of this  Agreement  shall not in any way be  affected  or
impaired thereby.


                                      -16-
<PAGE>


           12.5       Further  Acts.  Seller,  Purchaser  and Custom Craft shall
execute  any  and all  documents  and  perform  such  other  acts  which  may be
reasonably  necessary to effectuate the purposes of this Agreement.  12.6 Entire
Agreement;  Amendments.  This Agreement contains the entire understanding of the
parties relating to the subject matter contained  herein.  This Agreement cannot
be amended or changed except through a written  instrument  signed by all of the
parties hereto,  including Dyadic. No provisions of this Agreement or any rights
hereunder  may be waived by any party  without  the  prior  written  consent  of
Dyadic.

           12.7       Assignment.  No party  may  assign  his or its  rights  or
obligations hereunder, in whole or in part, without the prior written consent of
the other parties.

           12.8       Governing  Law.  This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of Delaware,  without giving
effect to principles of conflicts or choice of laws thereof.

           12.9       Counterparts.  This  Agreement  may be  executed in one or
more  counterparts,  with the same  effect as if all parties had signed the same
document.  Each such counterpart shall be an original, but all such counterparts
taken  together  shall  constitute  a single  agreement.  In the event  that any
signature is delivered by facsimile transmission,  such signature shall create a
valid and binding  obligation  of the party  executing  (or on whose behalf such
signature  is  executed)  the same  with the same  force  and  effect as if such
facsimile signature page was an original thereof.

           12.10      Section  Headings and Gender.  The Section  headings  used
herein are inserted for reference  purposes only and shall not in any way affect
the meaning or interpretation  of this Agreement.  All personal pronouns used in
this Agreement  shall include the other genders,  whether used in the masculine,
feminine or neuter,  and the singular shall include the plural,  and vice versa,
whenever and as often as may be appropriate.

           12.11      Specific Performance;  Remedies. Each of Seller, Purchaser
and  Custom  Craft   acknowledges  and  agrees  that  Dyadic  would  be  damaged
irreparably  if any  provision of this  Agreement is not performed in accordance
with its specific terms or is otherwise breached.  Accordingly,  each of Seller,
Purchaser  and Custom  Craft  agrees  that  Dyadic  will be  entitled to seek an
injunction  or  injunctions  to  prevent  breaches  of the  provisions  of  this
Agreement  and  to  enforce  specifically  this  Agreement  and  its  terms  and
provisions  in any action  instituted  in any court of the United  States or any
state thereof having  jurisdiction  over the parties and the matter,  subject to
Section 12.12, in addition to any other remedy to which they may be entitled, at
law or in equity.  Except as expressly provided herein, the rights,  obligations
and remedies  created by this  Agreement are  cumulative  and in addition to any
other rights,  obligations or remedies otherwise  available at law or in equity,
and nothing herein will be considered an election of remedies. Seller, Purchaser
and Custom Craft acknowledge that they are familiar with the terms of the Merger
Agreement,  that a breach  of this  Agreement  by any of them may  result in the
inability of one or more of the parties to the Merger  Agreement  to  consummate
the  Merger  or the  Private  Placement  Offering  (as  defined  in  the  Merger
Agreement) or the election by one or more of the parties to the Merger Agreement
not to consummate  the Merger or the Private  Placement  Offering,  and that any
damages of Dyadic  arising from such failure to consummate the Merger or Private
Placement  Offering are  foreseeable  damages  resulting from the breach of this
Agreement.


                                      -17-
<PAGE>


           12.12      Submission to Jurisdiction; Process Agent; No Jury Trial.

                      (a) Each  party to the  Agreement  hereby  submits  to the
           jurisdiction  of any state or federal court sitting in the Palm Beach
           County,  Florida,  in any action  arising  out of or relating to this
           Agreement  and agrees that all claims in respect of the action may be
           heard and  determined in any such court.  Each party to the Agreement
           also  agrees not to bring any action  arising  out of or  relating to
           this Agreement in any other court. Each party to the Agreement agrees
           that a final judgment in any action so brought will be conclusive and
           may be  enforced  by action on the  judgment  or in any other  manner
           provided at law or in equity.  Each party to the Agreement waives any
           defense of  inconvenient  forum to the  maintenance  of any action so
           brought and waives any bond,  surety, or other security that might be
           required of any other Party with respect thereto.

                      (b) EACH PARTY TO THE AGREEMENT HEREBY AGREES TO WAIVE HIS
           OR HER RIGHTS TO JURY TRIAL OF ANY DISPUTE  BASED UPON OR ARISING OUT
           OF THIS  AGREEMENT  OR ANY OTHER  AGREEMENTS  RELATING TO THE SUBJECT
           MATTER OF THIS  AGREEMENT OR ANY DEALINGS  AMONG THEM RELATING TO THE
           TRANSACTIONS  CONTEMPLATED  HEREBY.  The  scope  of  this  waiver  is
           intended to be all  encompassing  of any and all actions  that may be
           filed in any  court  and that  relate  to the  subject  matter of the
           transactions, including, contract claims, tort claims, breach of duty
           claims, and all other common law and statutory claims.  Each party to
           the  Agreement  hereby  acknowledges  that this  waiver is a material
           inducement to enter into a business  relationship  and that they will
           continue to rely on the waiver in their related future dealings. Each
           party to the Agreement  further  represents  and warrants that it has
           reviewed this waiver with its legal counsel,  and that each knowingly
           and voluntarily  waives its jury trial rights following  consultation
           with legal counsel.  NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,
           THIS  WAIVER  IS  IRREVOCABLE,  MEANING  THAT IT MAY NOT BE  MODIFIED
           ORALLY OR IN WRITING,  AND THE WAIVER  WILL APPLY TO ANY  AMENDMENTS,
           RENEWALS,  SUPPLEMENTS OR  MODIFICATIONS  TO THIS AGREEMENT OR TO ANY
           OTHER  DOCUMENTS  OR  AGREEMENTS  RELATING  HERETO.  In the  event of
           commencement of any action,  this Agreement may be filed as a written
           consent to trial by a court.

           12.13      Construction. The parties hereto have participated jointly
in the negotiation  and drafting of this Agreement.  If an ambiguity or question
of intent or  interpretation  arises,  this  Agreement  will be  construed as if
drafted jointly by the parties hereto and no presumption or burden of proof will
arise  favoring  or  disfavoring  any party  because  of the  authorship  of any
provision of this  Agreement.  Any reference to any federal,  state,  local,  or
foreign  law will be deemed  also to refer to law as  amended  and all rules and
regulations promulgated thereunder,  unless the context requires otherwise.  The
words  "include,"  "includes," and "including"  will be deemed to be followed by
"without  limitation." The words "this Agreement," "herein," "hereof," "hereby,"


                                      -18-
<PAGE>


"hereunder,"  and words of similar import refer to this Agreement as a whole and
not to any  particular  subdivision  unless  expressly  so limited.  The parties
hereto intend that each representation,  warranty, and covenant contained herein
will  have  independent  significance.  If any party  hereto  has  breached  any
representation,  warranty, or covenant contained herein in any respect, the fact
that there exists another  representation,  warranty or covenant relating to the
same subject matter  (regardless of the relative  levels of  specificity)  which
that party has not breached will not detract from or mitigate the fact that such
party is in breach of the first representation, warranty, or covenant.


                      [SIGNATURES FOLLOW ON THE NEXT PAGE]



                                      -19-
<PAGE>


           IN WITNESS  WHEREOF,  this  Agreement has been duly executed by or on
behalf of each of the parties as of the date first above written.


                                             CCP WORLDWIDE, INC.


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


                                             /s/ David R. Allison
                                             -----------------------------------
                                             DAVID R. ALLISON, INDIVIDUALLY



                                             DYADIC INTERNATIONAL, INC.


                                             By: /s/ Mark A. Emalfarb
                                                --------------------------------
                                             Name: Mark A. Emalfarb
                                                  ------------------------------
                                             Title: President
                                                   -----------------------------



                                             CUSTOM CRAFT PACKAGING, INC.


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


                                      -20-

</TEXT>
</DOCUMENT>
