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