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<SEC-DOCUMENT>0001144204-05-001181.txt : 20050114
<SEC-HEADER>0001144204-05-001181.hdr.sgml : 20050114
<ACCEPTANCE-DATETIME>20050113201158
ACCESSION NUMBER:		0001144204-05-001181
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20050110
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050114
DATE AS OF CHANGE:		20050113

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DYADIC INTERNATIONAL INC
		CENTRAL INDEX KEY:			0001213809
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
		IRS NUMBER:				450486747
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-102629
		FILM NUMBER:		05529124

	BUSINESS ADDRESS:	
		STREET 1:		140 INTERNATIONAL POINTE DRIVE
		STREET 2:		SUITE 404
		CITY:			JUPITER
		STATE:			FL
		ZIP:			33477
		BUSINESS PHONE:		561-743-8333

	MAIL ADDRESS:	
		STREET 1:		140 INTERNATIONAL POINTE DRIVE
		STREET 2:		SUITE 404
		CITY:			JUPITER
		STATE:			FL
		ZIP:			33477

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CCP WORLDWIDE INC
		DATE OF NAME CHANGE:	20030110
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v011187.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to SECTION 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):               January 10, 2005
                                                 -------------------------------

                           Dyadic International, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                  <C>                                    <C>
              Delaware                               333-102629                             45-0486747
- -----------------------------------------------------------------------------------------------------------
    (State or other jurisdiction                     (Commission                           (IRS Employer
          of incorporation)                         File Number)                        Identification No.)
</TABLE>


140 Intracoastal Pointe Drive, Suite 404
            Jupiter, Florida                                          33477
- --------------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)


Registrant's telephone number, including area code:               (561) 743-8333
                                                   -----------------------------


- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) o
<PAGE>

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01  Entry Into a Material Definitive Agreement

         On January 10, 2005, the Board of Directors of Dyadic International,
Inc., a Delaware corporation (the "Company"), adopted a Statement of Director
Compensation Policy (the "Director Compensation Policy"). Under the Director
Compensation Policy, the directors of the Company who are not officers or
employees of the Company or any of its subsidiaries ("Qualified Directors") are
entitled to remuneration for serving as a director.

         The Director Compensation Policy provides that Qualified Directors will
receive options ("Director Options") to purchase shares of common stock of the
Company ("Option Shares") in accordance with the Dyadic International, Inc. 2001
Equity Compensation Equity Compensation Plan (the "Equity Compensation Plan") or
such other stock option equity compensation plan as may be established by the
Company from time to time, and the terms of the Company's then standard form
director option agreement. All Director Options awarded to Qualified Directors
in accordance with the Director Compensation Policy will fix the per Option
Share exercise price at not less than the fair market value of the Company's
shares of common stock on the date the Director Option is awarded, as determined
under the Equity Compensation Plan, and will become exercisable on the date of
grant as to 25% of the Option Shares purchasable thereunder, and exercisable
over four years as to the balance of the Option Shares purchasable thereunder,
conditioned upon the director's continued service on the Board, at a rate of
18.75% of the Option Shares on each of the next four anniversary dates of the
Director Option award or, if the grant date is in January and the Board so
elects, on each of the next four calendar year ends.

         Upon commencement of a Qualified Director's service on the Board, the
Director Compensation Policy states that the director will receive a Director
Option to purchase 30,000 Option Shares or, if the Qualified Director is
designated to be a "Lead Director," 50,000 Option Shares. In addition, within 60
days following the close of each fiscal year of the Company, each Qualified
Director who served on the Board of Directors in the prior fiscal year will
receive an additional Director Option award to purchase a number of Option
Shares equal to the product of 25,000 multiplied by a fraction whose numerator
is the number of months that the Qualified Director served on the Board during
that fiscal year, divided by 12. In addition, each Qualified Director will
receive a cash retainer of $2,000 per month, except that the Chairman of the
Audit Committee will receive an additional $800 per month cash retainer. All
Qualified Directors will also be reimbursed for their reasonable travel costs
related to their attendance at Board meetings and meetings of committees of the
Board of Directors.

         As authorized by the Board of Directors, on January 11, 2005, the
Company entered into an Indemnification Agreement on its standard form for such
agreements with its newly appointed director, Richard Berman. Under the
Indemnification Agreement, the Company agreed to indemnify Mr. Berman against
any liability arising out of his performance of his duties to the Company in his
capacity as a director. The Indemnification Agreement indemnifies him in
addition to the indemnification provided by the Company's Restated Certificate
of Incorporation and Amended and Restated Bylaws. Among other things, the
Indemnification Agreement indemnifies him for certain expenses (including
attorneys' fees), judgments, fines and settlement amounts incurred by him in any

                                       2
<PAGE>

action or proceeding, including any action by or in the right of the Company
arising out of his service to the Company or to any of its subsidiaries, or any
other company or enterprise to which he provides services at the Company's
request. Further, the Company agrees to advance expenses he may spend as a
result of any proceeding against him as to which he could be indemnified.

         In accordance with the Director Compensation Policy and pursuant to
Board authorization, on January 12, 2005, the Company granted a Director Option
to Richard Berman, who has been designated the Company's Lead Director, to
purchase 50,000 Option Shares at an exercise price of $5.93 per Option Share
pursuant to the Company's then standard form director option agreement. On the
same date, the Company also granted a Director Option to its other Qualified
Director, Stephen J. Warner, to purchase 30,000 Option Shares at an exercise
price of $5.93 per Option Share pursuant to the Company's then standard form
director option agreement. The Director Options granted to Mr. Berman and Mr.
Warner each become exercisable on the grant date as to 25% of the Option Shares
purchasable thereunder and, conditioned upon his continued service on the Board,
exercisable as to 18.75% of the Option Shares purchasable thereunder on each of
the next four calendar year-ends in accordance with the Director Compensation
Policy. Each of these Director Options expires on December 31, 2009.

         On January 12, 2005, the Board of Directors approved an amendment to
the Equity Compensation Plan that deleted a provision that limited the number of
shares of Common Stock that may be the subject of awards of stock options or
restricted stock grants under the Equity Compensation Plan to an individual in a
single calendar year to 100,000 shares. The amendment does not require
stockholder approval. The Board of Directors believes that the Company may need
to make awards of stock options in excess of 100,000 shares under the Equity
Compensation Plan to attract new executive employees.

         To the extent any of the disclosures set forth in Item 5.02 below are
required to be disclosed in this Item 1.01, such information is incorporated in
this Item 1.01 by reference.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

         On January 11, 2005, the Board of Directors increased the number of its
members from two to three, and elected Richard Berman to serve as a Class I
director with a term expiring at the annual meeting of stockholders to be held
in 2005. Mr. Berman was also designated as the "Lead Director" of the Board of
Directors. In that capacity, he has responsibility for: (1) meeting in person or
telephonically on a monthly basis with the Chairman of the Board and Chief
Executive Officer of the Company to review monthly financials, agenda and
minutes of committee meetings, and pertinent Board issues, (2) presiding, if
requested by the Board, as Chairman of the Audit, Compensation and Nominating
Committees of the Board and any other committees as may be established from time
to time, and (3) presiding at any meetings of the independent and non-employee
directors.

                                       3
<PAGE>

         On January 12, 2005, the Board of Directors established three new
committees of the Board of Directors - an Audit Committee, a Compensation
Committee and a Nominating Committee. Each of these Committees initially
consists of two directors, Stephen Warner and Richard Berman, both of whom are
considered independent under applicable regulations of the Securities and
Exchange Commission and the corporate governance standards of the Nasdaq Stock
Market. Mr. Berman has been designated to be the Chairman of each of these three
committees.

         During the past five years, Mr. Berman has served as Chairman and CEO
of Internet Commerce Corporation. Over the course of his career, he has worked
with several investment banking firms and has extensive experience in venture
capital, management and mergers and acquisitions. He has also served as a
director in the past for numerous companies. His last investment banking firm
position was with Bankers Trust Company from 1975 to 1982, where he served as
Senior Vice President and head of the Merger and Acquisition Department and
Equity Investment Department. Since 1980, he has been a private investor in real
estate developments, and currently owns seven commercial or office properties
located in New York City. Currently, he is a director of five other public
companies - International Microcomputer Software, Inc., Internet Commerce
Corporation, MediaBay, Inc., NexMed, Inc. and GVI Security Solutions Inc. He
also serves as Chairman of two private companies, a financial services company
and a human resources services company that delivers its services over the
internet. He is a past director of the Stern School of Business of New York
University, from which he received B.S. and M.B.A. degrees. He also has U.S. and
foreign law degrees from Boston College and The Hague Academy of International
Law.

         To the extent any of the disclosures set forth in Item 1.01 above are
required to be disclosed in this Item 5.02, such information is incorporated in
this Item 5.02 by reference.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01  Financial Statements and Exhibits

         (c)      Exhibits.

         The following exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-B:

<TABLE>
<CAPTION>
Exhibit
Number                Description of Exhibit
- --------------------- --------------------------------------------------------------------------------------
<S>                                 <C>
99.1                  Dyadic International, Inc. Statement of Director Compensation Policy

99.2                  Standard form of Director Stock Option Grant  Agreement  under Dyadic  International,
                      Inc. 2001 Equity Compensation Plan

99.3                  Indemnification  Agreement dated January 11, 2005 between Dyadic International,  Inc.
                      and Richard Berman

99.4                  Second Amendment to Dyadic  International,  Inc. 2001 Equity  Compensation Plan dated
                      as of January 12, 2005
</TABLE>


                                       4
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                              DYADIC INTERNATIONAL, INC.


Date:  January 13, 2005       By: /s/Mark A. Emalfarb
                                  ----------------------------------------------
                                  Name:  Mark A. Emalfarb
                                  Title: President and Chief Executive Officer


                                       5
<PAGE>

                                Index to Exhibits

<TABLE>
<CAPTION>
Exhibit
Number                Description of Exhibit
- --------------------- --------------------------------------------------------------------------------------
<S>                   <C>
99.1                  Dyadic International, Inc. Statement of Director Compensation Policy

99.2                  Standard form of Director Stock Option Grant  Agreement  under Dyadic  International,
                      Inc. 2001 Equity Compensation Plan

99.3                  Indemnification  Agreement dated January 11, 2005 between Dyadic International,  Inc.
                      and Richard Berman

99.4                  Second Amendment to Dyadic  International,  Inc. 2001 Equity  Compensation Plan dated
                      as of January 12, 2005
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v011187_ex99-1.txt
<TEXT>
                           DYADIC INTERNATIONAL, INC.

                                    STATEMENT
                                       OF
                          DIRECTOR COMPENSATION POLICY

         THIS STATEMENT OF DIRECTOR COMPENSATION POLICY (the "Director
Compensation Policy") sets forth the policies of Dyadic International, Inc, a
Delaware corporation (the "Company") pertaining to the remuneration which the
Company shall pay to members ("Directors") of its board of directors (the
"Board").

         1. No Remuneration for Officers and Employees: Only Directors who are
not officers or employees of the Company or any subsidiary of the Company
("Qualified Directors") shall be entitled to any remuneration for serving as a
Director on the Board.

         2. Service on Board of Directors of Subsidiaries and Controlled
Affiliates. Any person serving on the board of directors of a subsidiary or
controlled affiliate of the Company (as determined by the Board) subsequent to
the date of the adoption of this Director Compensation Policy who, if such
person were a Director on the Board, would be a Qualified Director, shall be
treated as if such person were a Qualified Director on the Board, and shall be
entitled to the remuneration fixed by the provisions of this Director
Compensation Policy.

         3. Director Option Awards for Service as a Director: Qualified
Directors shall be entitled to receive awards of options to purchase shares of
Common Stock of the Company ("Director Option Awards" and "Shares,"
respectively) in accordance with (i) the terms of the Dyadic International, Inc.
2001 Equity Compensation Plan, or such other stock option plan as may be
established by the Company from time to time (collectively, the "Option Plan"),
(ii) the terms of the Company's then standard form Qualified Director option
agreement in use from time to time (the "Option Agreement") and (iii) the terms
and provisions of this Director Compensation Policy, as in effect from time to
time.

         4. Exercise Price, Vesting Schedule and Number of Shares of Director
Option Awards. All Director Option Awards shall subject to the following
provisions:

                  (a) the exercise price for Shares which may be acquired under
         any Director Option Award shall be equal to be not less than "Fair
         Market Value" on the date thereof, provided that "Fair Market Value"
         shall have the meaning assigned that term in the Dyadic International,
         Inc. 2001 Equity Compensation Plan;

                  (b) the Option Agreement shall provide that the Director
         Option Award shall become exercisable 25% upon grant and the remaining
         75% based upon a vesting schedule conditioned on the grantee-Qualified
         Director's continued service on the Board, of 18.75% of the Director
         Option Award at each of the next four anniversaries of the date of the
         Director Option Award or, if the Board so elects, at each of the next
         four calendar year ends if the grant date occurs in the month of
         January;
<PAGE>

                  (c) the number of Shares in respect of which a Director Option
         Award shall be made shall be determined in accordance with this
         Director Compensation Policy, as in effect from time to time; and

                  (d) (i) in the event of any inconsistency between the terms of
         this Director Compensation Plan and the terms of the Option Plan under
         which Shares may be purchased under a Director Option Award, the terms
         of that Option Plan shall govern; (ii) in the event of any
         inconsistency between the terms of this Director Compensation Plan and
         the terms of any Option Agreement under which Shares which may be
         purchased under any Director Option Award, the terms of that Option
         Agreement shall govern; and (iii) in the event of any inconsistency
         between the terms of the Option Plan under which Shares may be
         purchased under any Director Option Award and the terms of any Option
         Agreement under which such Shares may be purchased under that Director
         Option Award, the terms of that Option Plan shall govern.

         5. Commencement Director Option Awards for Joining the Board. Upon the
commencement of a Qualified Director's service on the Board by election or
appointment, a Qualified Director shall be entitled to receive a Director Option
Award (a "Commencement Director Option Award") to purchase a number of Shares
determined in accordance with the following provisions:

                  (a) the Commencement Director Option Award shall be 50,000
         Shares in the case of any Qualified Director designated by the Board to
         be a "Lead Director" at the occasion of his or her appointment or
         election to the Board; and

                  (b) the Commencement Director Option Award shall be 30,000
         Shares in the case of any other Qualified Director.

         6. Annual Director Option Awards for Service on the Board: As
additional remuneration for serving as a Director, within 60 days following the
close of each fiscal year of the Company, each Qualified Director who served on
the Board in the prior fiscal year then ended (the "Applicable Director Service
Year") shall be entitled to receive a Director Option Award for serving on the
Board in that Applicable Director Service Year (an "Annual Director Option
Award") to purchase a number of Shares equal to the product of (x) 25,000
multiplied by (y) a fraction whose numerator is the number of "Service Months"
(as defined in the following sentence) that Qualified Director served on the
Board in that Applicable Director Service, and whose denominator is 12 calendar
months. The term "Service Month" means, with respect to each Qualified Director,
each calendar month of an Applicable Director Service Year in which that
Qualified Director served on the Board for at least 15 days.

         7. Annual Cash Retainer for Service on Board. As additional
remuneration for serving on the Board, each Qualified Director shall be entitled
to receive a cash retainer in the amount of $24,000 per year, payable at the
rate of $2,000 per Service Month in accordance with the Company's monthly
director retainer payment policies then in effect from time to time, provided
that any Qualified Director serving as the Chairman of the Audit Committee of
the Board shall be entitled to receive an additional $800 per Service Month of
service in that capacity.

                                       2
<PAGE>

         8. Expense Reimbursements. All Qualified Directors shall be entitled to
be reimbursed for their reasonable travel costs related to their attendance at
Board meetings and meetings of committees of the Board.

         9. Amendment or Termination. This Director Compensation Policy may be
amended, altered or terminated at the election of the Board in its absolute
discretion, provided that no amendment, alteration or termination of this
Director Compensation Policy shall have retroactive affect or impair the rights
of any Qualified Director under any Director Option Award theretofore granted to
that Director.

         10. Effective Date. This Director Compensation Policy was adopted by
the Board pursuant to Resolutions dated January 10, 2005.

                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>v011187_ex99-2.txt
<TEXT>

                           DYADIC INTERNATIONAL, INC.
                          2001 EQUITY COMPENSATION PLAN
                          STOCK OPTION GRANT AGREEMENT


      This STOCK OPTION GRANT AGREEMENT (this "Agreement"), dated as of the
______ day of _________________, 200__ (the "Date of Grant"), is delivered by
Dyadic International, Inc. (the "Company") to _____________________ (the
"Grantee").

                                    RECITALS

      A. Concurrently with the execution and delivery of this Agreement, the
Grantee has accepted an appointment to the Board of Directors of the Company
(the "Board").

      B. The Dyadic International, Inc. 2001 Equity Compensation Plan (the
"Plan") provides for the grant of options to purchase shares of common stock of
the Company. A copy of the Plan has heretofore been furnished to the Grantee,
receipt of which is hereby expressly acknowledged.

      C. In accordance with the Director Compensation Policy of the Company as
currently in effect, to induce the Grantee to join the Board and to promote the
best interests of the Company and its shareholders, the Board has decided to
make a stock option grant to the Grantee under the Plan.

      D. The Board is authorized to appoint a "Committee" to administer the Plan
(as therein defined). If a Committee is appointed, all references in this
Agreement to the "Board" shall be deemed to refer to the Committee.

                                   AGREEMENT:

      NOW, THEREFORE, the parties to this Agreement, intending to be legally
bound hereby, agree as follows:

      1. Grant of Option. Subject to the terms and conditions set forth in this
Agreement and in the Plan, the Company hereby grants to the Grantee an option
(the "Option") to purchase ______ shares of common stock of the Company
("Shares") at an exercise price of $____ per Share. The Option shall become
exercisable in accordance with the terms of Paragraph 2 below. The Option shall
be a Nonqualified Stock Option, within the meaning of the Plan.

      2. Exercisability of Option. The number of Shares in respect of which the
Grantee shall be permitted to exercise the Option shall be determined by
reference to the dates (each a "Vesting Date") fixed in the table set forth
below, provided that: (a) exercisability of Shares is cumulative; and (b) there
must not have occurred a termination of the Grantee's membership on the Board
(the "Directorship") for any reason whatsoever (the date of such termination
being hereinafter referred to as the "Termination Date") prior to a Vesting Date
in order for the Option to be exercisable in respect of the Shares indicated
opposite that Vesting Date:
<PAGE>

Vesting Date               Additional Shares for Which the Option is Exercisable
- -------------------------  -----------------------------------------------------
The date of this Agreement

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

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

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

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

      3. Term of Option.

            (a) The Option shall be exercisable for a term commencing with the
Date of Grant and ending on ___________, ____, unless the Option is terminated
at an earlier date in accordance with the provisions of this Agreement or the
Plan.

            (b) The Option shall automatically terminate upon the earlier of (x)
the expiration of the period fixed in Section 3(a), above, or (y) the first to
occur of any of the following events:

                  (i) Subject to clause (v) below, the expiration of the 90-day
period following the Termination Date, if the termination is for any reason
other than Disability (as defined in the Plan), death or Cause (as defined in
the Plan).

                  (ii) Subject to clause (v) below, the expiration of the one
(1)year period after the Termination Date, if the termination of the
Directorship was on account of the Grantee's Disability.

                  (iii) The expiration of the one (1)year period after the
Termination Date if the reason for the termination of the Directorship was on
account of the death of the Grantee,.

                  (iv) The Termination Date, if the termination of the
Directorship was by the Company for Cause.

                  (v) The provisions of clauses (i) and (ii) above to the
contrary notwithstanding, if the Grantee engages in conduct that constitutes
Cause after the Termination Date, the Option shall immediately terminate.

In no event may the Option be exercised after the date that is five (5) years
from the Date of Grant. Any portion of the Option that is not exercisable at the
Termination Date shall immediately terminate.

      4. Exercise Procedures.

            (a) Subject to the provisions of Paragraphs 2 and 3 above, the
Grantee may exercise part or all of the exercisable Option by giving the Board
written notice of intent to exercise in the manner provided in this Agreement,
specifying the number of Shares as to which the Option is to be exercised. On
the delivery date, the Grantee shall pay the exercise price (i) in cash, (ii)
with the approval of the Board, by delivering Shares of the Company which shall


                                       2
<PAGE>

be valued at their fair market value on the date of delivery (such valuation to
be determined in the manner fixed in the Plan), (iii) after a public offering of
the Company's stock, payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board or (iv) by such other
method as the Board may approve, provided that the Board may, in its absolute
discretion, impose from time to time such limitations as it deems appropriate on
the use of Shares of the Company to exercise the Option.

            (b) The obligation of the Company to deliver Shares upon exercise of
the Option shall be subject to all applicable laws, rules, and regulations and
such approvals by governmental agencies as may be deemed appropriate by the
Board, including such actions as Company counsel shall deem necessary or
appropriate to comply with relevant securities laws and regulations. The Company
may require that the Grantee (or other person exercising the Option after the
Grantee's death) represent that the Grantee is purchasing Shares for the
Grantee's own account and not with a view to or for sale in connection with any
distribution of the Shares, or such other representation as the Board deems
appropriate. All obligations of the Company under this Agreement shall be
subject to the rights of the Company as set forth in the Plan to withhold
amounts required to be withheld for any taxes, if applicable. Subject to Board
approval, in its absolute discretion, the Grantee may elect to satisfy any
income tax withholding obligation of the Company with respect to the Option by
having Shares withheld up to an amount that does not exceed the minimum
applicable withholding tax rate for federal (including FICA), state and local
tax liabilities.

      5. Restrictions on Transfer of Shares. In addition to the restrictions
imposed by the Plan on the transferability of the Shares acquired by an the
Grantee's exercise of the Option granted hereby, without the prior consent of
the Company, for so long as the Company is not a "Reporting Company" within the
meaning of the Exchange Act of 1934, as amended, the Grantee shall make no
transfer of the Shares (a) for a period of five (5) years following the date of
this Agreement and (b) thereafter, to any competitor of the Company.

      6. Change of Control. The provisions of the Plan applicable to a Change of
Control shall apply to the Option, and, in the event of a Change of Control, the
Board may take such actions as it deems appropriate pursuant to the Plan.

      7. Restrictions on Exercise. Only the Grantee may exercise the Option
during the Grantee's lifetime and, after the Grantee's death, the Option shall
be exercisable (subject to the limitations specified in the Plan) solely by the
legal representatives of the Grantee, or by the person who acquires the right to
exercise the Option by will or by the laws of descent and distribution, to the
extent that the Option is exercisable pursuant to this Agreement.

      8. Grant Subject to Plan Provisions. This grant is made pursuant to the
Plan, the terms of which are incorporated herein by reference, and in all
respects shall be interpreted in accordance with the Plan. The grant and
exercise of the Option are subject to the provisions of the Plan and to
interpretations, regulations and determinations concerning the Plan established

                                       3
<PAGE>

from time to time by the Board in accordance with the provisions of the Plan,
including, but not limited to, provisions pertaining to (i) rights and
obligations with respect to withholding taxes, (ii) the registration,
qualification or listing of the Shares, (iii) changes in capitalization of the
Company and (iv) other requirements of applicable law. The Board shall have the
authority to interpret and construe the Option pursuant to the terms of the
Plan, and its decisions shall be conclusive as to any questions arising
hereunder.

      9. No Employment or Other Rights. The grant of the Option shall not confer
upon the Grantee any right to be retained by or in the employ or service of the
Company and shall not interfere in any way with the right of the Company to
terminate the Grantee's employment or service at any time. The right of the
Company to terminate at will the Grantee's employment or service at any time for
any reason is specifically reserved.

      10. No Shareholder Rights. Neither the Grantee, nor any person entitled to
exercise the Grantee's rights in the event of the Grantee's death, shall have
any of the rights and privileges of a shareholder with respect to the Shares
subject to the Option, until certificates for Shares have been issued upon the
exercise of the Option.

      11. Assignment and Transfers. The rights and interests of the Grantee
under this Agreement may not be sold, assigned, encumbered or otherwise
transferred except, in the event of the death of the Grantee, by will or by the
laws of descent and distribution. In the event of any attempt by the Grantee to
alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any
right hereunder, except as provided for in this Agreement, or in the event of
the levy or any attachment, execution or similar process upon the rights or
interests hereby conferred, the Company may terminate the Option by notice to
the Grantee, and the Option and all rights hereunder shall thereupon become null
and void. The rights and protections of the Company hereunder shall extend to
any successors or assigns of the Company and to the Company's parents,
subsidiaries, and affiliates. This Agreement may be assigned by the Company
without the Grantee's consent.

      12. Applicable Law. The validity, construction, interpretation and effect
of this instrument shall be governed by and construed in accordance with the
laws of the State of Florida, without giving effect to the conflicts of laws
provisions thereof.

      13. Notice. Any notice to the Company provided for in this instrument
shall be addressed to the Company in care of the Chief Financial Officer at the
Company's principal executive offices, and any notice to the Grantee shall be
addressed to such Grantee at the current address shown on the payroll of the
Company, or to such other address as the Grantee may designate to the Company in
writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in
a properly sealed envelope addressed as stated above, registered and deposited,
postage prepaid, in a post office regularly maintained by the United States
Postal Service.

      14. Counterparts. This Agreement may be signed in any number of
counterparts and by facsimile signature, each of which shall be deemed to be an
original, and all of which taken together shall be deemed to be one and the same
instrument.

      15. Complete Understanding. This Agreement, together with the Plan,
contains the entire agreement of the parties relating to the subject matter
hereof and supersedes all prior agreements and understanding with respect to
such subject matter, and the parties hereto have made no agreements,
representations or warranties relating to the subject matter of this Agreement

                                       4
<PAGE>

which are not set forth herein, provided that the Parties are parties to the
Consulting Agreement. Nothing contained in this Agreement shall be construed to
limit or affect in any manner or to any extent the restrictions or prohibitions
that are applicable to the Advisor under the Consulting Agreement or the
duration of the thereof. Similarly, except as expressly provided otherwise in
this Agreement, nothing contained in the Consulting Agreement shall be construed
to limit or affect in any manner or to any extent the restrictions or
prohibitions that are applicable to the Advisor under this Agreement.

      IN WITNESS WHEREOF, the Company has caused its duly authorized officers to
execute and attest this Agreement, and the Grantee has executed this Agreement,
effective as of the Date of Grant.


DYADIC INTERNATIONAL, INC.                    GRANTEE:


By:                                           Accepted:
   -------------------------                          --------------------------
         President                            Print Name:
                                                      --------------------------

                                       5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>v011187_ex99-3.txt
<TEXT>


                           DYADIC INTERNATIONAL, INC.

                            INDEMNIFICATION AGREEMENT

         This Indemnification Agreement ("Agreement") is made as of the 11 th
day of January, 2005, by and between DYADIC INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and RICHARD BERMAN ("Indemnitee").

                                    RECITALS:

         A. The Company and Indemnitee recognize the significant cost of
directors' and officers' liability insurance and the general reductions in the
coverage of such insurance.

         B. The Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting officers and directors
to expensive litigation risks at the same time as the coverage of liability
insurance has been severely limited.

         C. The Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve as officers and directors of
the Company and to indemnify its officers and directors so as to provide them
with the maximum protection permitted by law.

                                   AGREEMENT:

         NOW, THEREFORE, in consideration for Indemnitee's services as an
officer or director of the Company, the Company and Indemnitee hereby agree as
follows:

1. INDEMNIFICATION.

            (a) Third Party Proceedings. The Company shall indemnify Indemnitee
if Indemnitee is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit, proceeding or any alternative
dispute resolution mechanism, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that Indemnitee is or was a director, officer, employee or agent of
the Company, or any subsidiary of the Company, or by reason of the fact that
Indemnitee is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys, fees),
judgments, fines and amounts paid in settlement (if such settlement is approved
in advance by the Company, which approval shall not be unreasonably withheld)
actually and reasonably incurred by Indemnitee in connection with such action,
suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe Indemnitee's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or

<PAGE>

upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that Indemnitee's conduct was unlawful.

            (b) Proceedings By or in the Right of the Company. The Company shall
indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Company or any subsidiary of the Company to procure a judgment in
its favor by reason of the fact that Indemnitee is or was a director, officer,
employee or agent of the Company, or any subsidiary of the Company, or by reason
of the fact that Indemnitee is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys, fees)
and, to the fullest extent permitted by law, amounts paid in settlement actually
and reasonably incurred by Indemnitee in connection with the defense or
settlement of such action or suit if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, except that no indemnification shall be made in
respect of any claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Company unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the State of Delaware or such other court shall deem proper.

            (c) Mandatory Payment of Expenses. To the extent that Indemnitee has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Subsections (a) and (b) of this Section 1, or in
defense of any claim, issue or matter therein, Indemnitee shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
Indemnitee in connection therewith.

      2. EXPENSES; INDEMNIFICATION PROCEDURE.

            (a) Advancement of Expenses. The Company shall advance all expenses
incurred by Indemnitee in connection with the investigation, defense, settlement
or appeal of any civil or criminal action, suit or proceeding referenced in
Section 1(a) or (b) hereof (but not amounts actually paid in settlement of any
such action, suit or proceeding). Indemnitee hereby undertakes to repay such
amounts advanced only if, and to the extent that, it shall ultimately be
determined that Indemnitee is not entitled to be indemnified by the Company as
authorized hereby. The advances to be made hereunder shall be paid by the
Company to Indemnitee within thirty (30) days following delivery of a written
request therefor by Indemnitee to the Company.

            (b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a
condition precedent to his right to be indemnified under this Agreement, give
the Company notice in writing as soon as practicable of any claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement. Notice to the Company shall be directed to the President of the
Company at the address shown on the signature page of this Agreement (or such
other address as the Company shall designate in writing to Indemnitee). Notice
shall be deemed received three business days after the date postmarked if sent

                                       2
<PAGE>

by domestic certified or registered mail, properly addressed, five business days
if sent by airmail to a country outside of North America; otherwise notice shall
be deemed received when such notice shall actually be received by the Company.
In addition, Indemnitee shall give the Company such information and cooperation
as it may reasonably require and as shall be within Indemnitee's power.

            (c) Procedure. Any indemnification and advances provided for in
Section 1 and this Section 2 shall be made no later than thirty (30) days after
receipt of the written request of Indemnitee. If a claim under this Agreement,
under any statute, or under any provision of the Company's Certificate of
Incorporation or Bylaws providing for indemnification, is not paid in full by
the Company within thirty (30) days after a written request for payment thereof
has first been received by the Company, Indemnitee may, but need not, at any
time thereafter bring an action against the Company to recover the unpaid amount
of the claim and, subject to Section 12 of this Agreement, Indemnitee shall also
be entitled to be paid for the expenses (including attorneys' fees) of bringing
such action. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in connection with any action,
suit or proceeding in advance of its final disposition) that Indemnitee has not
met the standards of conduct which make it permissible under applicable law for
the Company to indemnify Indemnitee for the amount claimed. However, Indemnitee
shall be entitled to receive interim payments of expenses pursuant to Subsection
2(a) unless and until such defense may be finally adjudicated by court order or
judgment from which no further right of appeal exists. It is the parties,
intention that if the Company contests Indemnitee's right to indemnification,
the question of Indemnitee's right to indemnification shall be for the court to
decide, and neither the failure of the Company (including its Board of
Directors, any committee or subgroup of the Board of Directors, independent
legal counsel, or its stockholders) to have made a determination that
indemnification of Indemnitee is proper in the circumstances because Indemnitee
has met the applicable standard of conduct required by applicable law, nor an
actual determination by the Company (including it Board of Directors, any
committee or subgroup of the Board of Directors, independent legal counsel, or
its stockholders) that Indemnitee has not met such applicable standard of
conduct, shall create a presumption that Indemnitee has or has not met the
applicable standard of conduct.

            (d) Notice to Insurers. If, at the time of the receipt of a notice
of a claim pursuant to section 2(b) hereof, the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of the
commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of the Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such policies.

            (e) Selection of Counsel. In the event the Company shall be
obligated under Section 2(a) hereof to pay the expenses of any proceeding
against Indemnitee, the Company, if appropriate, shall be entitled to assume the
defense of such proceeding, with counsel approved by Indemnitee, upon the
delivery to Indemnitee of written notice of its election to do so. After
delivery of such notice, approval of such counsel by Indemnitee and the

                                       3
<PAGE>

retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same proceeding, provided that (i) Indemnitee
shall have the right to employ his counsel in any such proceeding at
Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee
has been previously authorized by the Company, (B) Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the
Company and Indemnitee in the conduct of any such defense, or (C) the Company
shall not, in fact, have employed counsel to assume the defense of such
proceeding, then the fees and expenses of Indemnitee's counsel shall be at the
expense of the Company.

      3. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

            (a) Scope. Notwithstanding any other provision of this Agreement,
the Company hereby agrees to indemnify the Indemnitee to the fullest extent
permitted by law, notwithstanding that such indemnification is not specifically
authorized by the other provisions of this Agreement, the Company's Certificate
of Incorporation, the Company's Bylaws or by statute. In the event of any
change, after the date of this Agreement, in any applicable law, statute, or
rule which expands the right of a Delaware corporation to indemnify a member of
its board of directors or an officer, such changes shall be, ipso facto, within
the purview of Indemnitee's rights and Company's obligations, under this
Agreement. In the event of any change in any applicable law, statute or rule
which narrows the right of a Delaware corporation to indemnify a member of its
board of directors or an officer, such changes, to the extent not otherwise
required by such law, statute or rule to be applied to this Agreement shall have
no effect on this Agreement or the parties' rights and obligations hereunder.

            (b) Nonexclusivity. The indemnification provided by this Agreement
shall not be deemed exclusive of any rights to which Indemnitee may be entitled
under the Company's Certificate of Incorporation, its Bylaws, any agreement, any
vote of stockholders or disinterested Directors, the General Corporation Law of
the State of Delaware, or otherwise, both as to action in Indemnitee's official
capacity and as to action in another capacity while holding such office. The
indemnification provided under this Agreement shall continue as to Indemnitee
for any action taken or not taken while serving in an indemnified capacity even
though he may have ceased to serve in such capacity at the time of any action,
suit or other covered proceeding.

      4. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of the
expenses, judgments, fines or penalties actually or reasonably incurred by him
in the investigation, defense, appeal or settlement of any civil or criminal
action, suit or proceeding, but not, however, for the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion of such
expenses, judgments, fines or penalties to which Indemnitee is entitled.

      5. MUTUAL ACKNOWLEDGEMENT. Both the Company and Indemnitee acknowledge
that in certain instances, Federal law or applicable public policy may prohibit
the Company from indemnifying its directors and officers under this Agreement or
otherwise. Indemnitee understands and acknowledges that the Company has
undertaken or may be required in the future to undertake with the Securities and
Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company's right under public
policy to indemnify Indemnitee.

                                       4
<PAGE>

      6. OFFICER AND DIRECTOR LIABILITY INSURANCE. The Company shall, from time
to time, make the good faith determination whether or not it is practicable for
the Company to obtain and maintain a policy or policies of insurance with
reputable insurance companies providing the officers and directors of the
Company with coverage for losses from wrongful acts, or to ensure the Company's
performance of its indemnification obligations under this Agreement. Among other
considerations, the Company will weigh the costs of obtaining such insurance
coverage against the protection afforded by such coverage. In all policies of
director and officer liability insurance, Indemnitee shall be named as an
insured in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company's directors, if
Indemnitee is a director; or of the Company's officers, if Indemnitee is not a
director of the Company but is an officer. Notwithstanding the foregoing, the
Company shall have no obligation to obtain or maintain such insurance if the
Company determines in good faith that such insurance is not reasonably
available, if the premium costs for such insurance are disproportionate to the
amount of coverage provided, if the coverage provided by such insurance is
limited by exclusions so as to provide an insufficient benefit, or if Indemnitee
is covered by similar insurance maintained by a subsidiary or parent of the
Company.

      7. SEVERABILITY. Nothing in this Agreement is intended to require or shall
be construed as requiring the Company to do or fail to do any act in violation
of applicable law. The Company's inability, pursuant to court order, to perform
its obligations under this Agreement shall not constitute a breach of this
Agreement. The provisions of this Agreement shall be severable as provided in
this Section 7. If this Agreement or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its
terms.

      8. EXCEPTIONS. Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement:

            (a) Claims Initiated by Indemnitee. To indemnify or advance expenses
to Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by Indemnitee and not by way of defense, except with respect to
proceedings brought to establish or enforce a right to indemnification under
this Agreement or any other statute or law or otherwise as required under
Section 145 of the Delaware General Corporation Law, but such indemnification or
advancement of expenses may be provided by the Company in specific cases if the
Board of Directors has approved the initiation or bringing of such suit; or

            (b) Lack of Good Faith. To indemnify Indemnitee for any expenses
incurred by the Indemnitee with respect to any proceeding instituted by
Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
Indemnitee in such proceeding was not made in good faith or was frivolous; or

                                       5
<PAGE>

            (c) Insured claims. To indemnify Indemnitee for expenses or
liabilities of any type whatsoever (including, but not limited to, judgments,
fines, ERISA excise taxes or penalties, and amounts paid in settlement) which
have been paid directly to Indemnitee by an insurance carrier under a policy of
officers' and directors' liability insurance maintained by the Company.

      (d) Claims Under Section 16(b). To indemnify Indemnitee for expenses and
the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of 1934,
as amended, or any similar successor statute.

            9. CONSTRUCTION OF CERTAIN PHRASES.

            (a) For purposes of this Agreement, references to the "Company"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that if Indemnitee is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of this
Agreement with respect to the resulting or surviving corporation as Indemnitee
would have with respect to such constituent corporation if its separate
existence had continued.

      (b) For purposes of this Agreement, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on Indemnitee with respect to an employee benefit plan;
and references to "serving at the request of the Company" shall include any
service as a director, officer, employee or agent of the Company which imposes
duties on, or involves services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants, or beneficiaries;
and if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan, Indemnitee shall be deemed to have acted in a manner "not
opposed to the best interests of the Company" as referred to in this Agreement.

      10. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.

      11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Company and its successors and assigns, and shall inure to the benefit of
Indemnitee and Indemnitee's estate, heirs, legal representatives and assigns.

      12. ATTORNEYS' FEES. In the event that any action is instituted by
Indemnitee under this Agreement to enforce or interpret any of the terms hereof,
Indemnitee shall be entitled to be paid all court costs and expenses, including
reasonable attorneys' fees, incurred by Indemnitee with respect to such action,

                                       6
<PAGE>

unless as a part of such action, the court of competent jurisdiction determines
that each of the material assertions made by Indemnitee as a basis for such
action were not made in good faith or were frivolous. In the event of an action
instituted by or in the name of the Company under this Agreement or to enforce
or interpret any of the terms of this Agreement, Indemnitee shall be entitled to
be paid all court costs and expenses, including attorneys' fees, incurred by
Indemnitee in defense of such action (including with respect to Indemnitee's
counterclaims and cross claims made in such action), unless as a part of such
action the court determines that each of Indemnitee's material defenses to such
action were made in bad faith or were frivolous.

      13. NOTICE. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee, on the date of such
receipt, or (ii) if mailed by domestic certified or registered mail with postage
prepaid, on the third business day after the date postmarked. Addresses for
notice to either party are as shown on the signature page of this Agreement, or
as subsequently modified by written notice.

      14. CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of
or relates to this Agreement and agree that any action instituted under this
Agreement shall be brought only in the state courts of the State of Florida.

      15. CHOICE OF LAW. This Agreement shall be governed by and its provisions
construed in accordance with the laws of the State of Delaware, as applied to
contracts between Delaware residents entered into and to be performed entirely
within Delaware without regard to the conflict of law principles thereof.

      16. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause
of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such two-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.

      17. SUBROGATION. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all documents required and shall do
all acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.

      18. AMENDMENT AND TERMINATION. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed
by both the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

                                       7
<PAGE>

      19. INTEGRATION AND ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all previous
written and oral negotiations, commitments, understandings and agreements
relating to the subject matter hereof between the parties hereto

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


                                       DYADIC INTERNATIONAL, INC., a Delaware
                                       corporation


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


                                           /s/ Richard Berman
                                           -------------------------------------
                                               Richard Berman

                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>v011187_ex99-4.txt
<TEXT>
                               SECOND AMENDMENT TO
                           DYADIC INTERNATIONAL, INC.
                          2001 EQUITY COMPENSATION PLAN

         THIS SECOND AMENDMENT (this "Second Amendment") is made and entered
into as of the 12th day of January, 2005, 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, and on that date, 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. Also, on that date, the Plan was amended to reflect the
foregoing increase in the number of Shares reserved for issuance under the Plan
(the "First Amendment").

         C. On January 12, 2005, the Board of Directors approved the execution
and delivery of this Second Amendment.

                                   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
second sentence thereof, and inserting in lieu thereof the following sentence:
"There shall be no limit on the number of shares of the Company's Common Stock
that may be the subject of Grants made under the Plan to any individual in any
calendar year."

         2. Except as amended by this Second Amendment, all of the terms and
provisions of the Plan, as amended by the First Amendment, 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 Second 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



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
