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<SEC-DOCUMENT>0001144204-05-001757.txt : 20050120
<SEC-HEADER>0001144204-05-001757.hdr.sgml : 20050120
<ACCEPTANCE-DATETIME>20050120161141
ACCESSION NUMBER:		0001144204-05-001757
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20041029
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050120
DATE AS OF CHANGE:		20050120

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/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-102629
		FILM NUMBER:		05538960

	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/A
<SEQUENCE>1
<FILENAME>form8k.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A
                                 AMENDMENT NO. 3

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): OCTOBER 29, 2004
                                                  ------------------------------

                           DYADIC INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                  333-102629           45-0486747
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission         (IRS Employer
      of incorporation)            File Number)      Identification No.)


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

         CCP WORLDWIDE, INC., 6040-A SIX FORKS ROAD, SUITE 179, RALEIGH,
                              NORTH CAROLINA 27609
- --------------------------------------------------------------------------------
         (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))


<PAGE>

      This Amendment No. 3 to Form 8-K/A Current Report is filed at the request
of the staff of the Securities and Exchange Commission to refile in more
readable form three exhibits that were filed with Amendment No. 1 to Form 8-K/A
on November 15, 2004.

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:


              EXHIBIT NUMBER             DESCRIPTION OF EXHIBIT

              2.1           Agreement of Merger and Plan of Reorganization dated
                            as of September 28, 2004 by and among Dyadic
                            International (USA), Inc. (f/k/a Dyadic
                            International, Inc.), Dyadic International, Inc.
                            (f/k/a CCP Worldwide, Inc.) and CCP Acquisition
                            Corp. (incorporated by reference from Form 8-K
                            Current Report filed September 30, 2004)

              *2.2          Split-Off Agreement dated September 28, 2004, by and
                            among Dyadic International (USA), Inc. (f/k/a Dyadic
                            International, Inc.), Dyadic International, Inc.
                            (f/k/a CCP Worldwide, Inc.) and Custom Craft
                            Packaging, Inc.

              *3.1          Restated Certificate of Incorporation

              *3.2          Amended and Restated Bylaws

              *4.1          Form of Common Stock Certificate

              *4.2          Form of $5.50 Common Stock Purchase Warrant

              *4.3          Form of $3.33 Common Stock Purchase Warrants issued
                            to Placement Agents

              *4.4          Form of Bridge Loan Warrants

              *4.5          Form of Stock Option representing aggregate right to
                            purchase 65,000 shares of Common Stock

              *10.1         Cooperation and License Agreement dated August 12,
                            2003 between Dyadic International (USA), Inc. (f/k/a
                            Dyadic International, Inc.) and TNO Nutrition and
                            Food Research Institute (Confidential treatment
                            requested)


                                       2
<PAGE>


              EXHIBIT NUMBER             DESCRIPTION OF EXHIBIT

              **10.2        Development Agreement dated July 30, 2004 between
                            Dyadic International (USA), Inc. (f/k/a Dyadic
                            International, Inc.) and Bio-Technical Resources
                            Division of Arkion Life Sciences LLC

              *10.3         Commercial Land Purchase and Sale Agreement dated
                            July 31, 2004 between Dyadic International (USA),
                            Inc. (f/k/a Dyadic International, Inc.) and F&C
                            Holdings, LLC

              *10.4         Investors' Rights Agreement dated March 24, 2004
                            among the Mark A. Emalfarb Trust, the Francisco
                            Trust, Dyadic International (USA), Inc. (f/k/a
                            Dyadic International, Inc.) and other shareholders,
                            as amended and assumed by Registrant

              *10.5         Employment Agreement dated April 1, 2001 between
                            Mark A. Emalfarb and Dyadic International (USA),
                            Inc. (f/k/a Dyadic International, Inc.), as assumed
                            by Registrant

              *10.6         Employment Agreement dated May 26, 2000 between
                            Ratnesh (Ray) Chandra and Dyadic International
                            (USA), Inc. (f/k/a Dyadic International, Inc.), as
                            assumed by Registrant

              *10.7.1       Confidential Information, Inventions Assignment and
                            Non-Compete Agreement dated May 21, 2001 between
                            Mark Emalfarb and Dyadic International (USA), Inc.
                            (f/k/a Dyadic International, Inc.), as assumed by
                            Registrant

              *10.7.2       Confidential Information, Inventions Assignment and
                            Non-Compete Agreement dated May 21, 2001 between Ray
                            Chandra and Dyadic International (USA), Inc. (f/k/a
                            Dyadic International, Inc.), as assumed by
                            Registrant

              *10.7.3       Confidential Information, Inventions Assignment and
                            Non-Compete Agreement dated May 21, 2001 between
                            Kent Sproat and Dyadic International (USA), Inc.
                            (f/k/a Dyadic International, Inc.), as assumed by
                            Registrant

              *10.7.4       Confidential Information, Inventions Assignment and
                            Non-Compete Agreement dated September 4, 2001
                            between Richard Burlingame, Ph.D. and Dyadic
                            International (USA), Inc. (f/k/a Dyadic
                            International, Inc.), as assumed by Registrant



                                       3
<PAGE>

              *10.7.5       Confidential Information, Inventions Assignment and
                            Non-Compete Agreement dated March 27, 2003 between
                            Thomas Bailey and Dyadic International (USA), Inc.
                            (f/k/a Dyadic International, Inc.), as assumed by
                            Registrant

              *10.7.6       Confidential Information, Inventions Assignment and
                            Non-Compete Agreement dated May 21, 2001 between
                            Alexander (Sasha) Bondar and Dyadic International
                            (USA), Inc. (f/k/a Dyadic International, Inc.), as
                            assumed by Registrant

              *10.8.1       Indemnification Agreement dated August 19, 2001
                            between Mark A. Emalfarb and Dyadic International
                            (USA), Inc. (f/k/a Dyadic International, Inc.), as
                            assumed by Registrant

              *10.8.2       Indemnification Agreement dated August 19, 2001
                            between Stephen J. Warner and Dyadic International
                            (USA), Inc. (f/k/a Dyadic International, Inc.), as
                            assumed by Registrant

              *10.9         Dyadic International, Inc. 2001 Equity Compensation
                            Plan, as amended and assumed by Registrant

              *10.10        Subordinated Promissory Note dated May 30, 2001 made
                            by Dyadic International (USA), Inc. (f/k/a Dyadic
                            International, Inc.), as amended, payable to the
                            order of the Mark A. Emalfarb Trust in the original
                            principal amount of $750,766, as assumed by
                            Registrant

              *10.11        Subordinated Promissory Note dated May 30, 2001 made
                            by Dyadic International (USA), Inc. (f/k/a Dyadic
                            International, Inc.), as amended, payable to the
                            order of the Francisco Trust in the original
                            principal amount of $664,838, as assumed by
                            Registrant

              *10.12        Revolving Note dated May 29, 2003 made by Dyadic
                            International (USA), Inc. (f/k/a Dyadic
                            International, Inc.), as amended, payable to the
                            order of the Mark A. Emalfarb Trust in the original
                            principal amount of $3,000,000, as assumed by
                            Registrant

              *10.13        Security Agreement dated May 29, 2003, between the
                            Mark A. Emalfarb Trust and Dyadic International
                            (USA), Inc. (f/k/a Dyadic International, Inc.), as
                            amended



                                       4
<PAGE>

              EXHIBIT NUMBER             DESCRIPTION OF EXHIBIT

              *10.14        Inducement and Amending Agreement dated August 19,
                            2004 among the Mark A. Emalfarb Trust, the Francisco
                            Trust and Dyadic International (USA), Inc. (f/k/a
                            Dyadic International, Inc.)

              **10.15       Contract Manufacturing Agreement dated October 27,
                            1999 between Polfa Tarchomin, SA and Dyadic
                            International (USA), Inc. (f/k/a Dyadic
                            International, Inc.), as amended by Amendments dated
                            May 8, 2000 and February 10, 2004 and letters dated
                            February 11, 2004

              *10.16        Indemnification and Escrow Agreement dated September
                            28, 2004 among Vitel Ventures, Mark Tompkins,
                            Registrant and Dyadic International (USA), Inc.
                            (f/k/a Dyadic International, Inc.)

              *10.17        Form of Subscription Agreement from investors in
                            private placement Offering

              **10.18       Agreement dated October 21, 1998 among Geneva
                            Investment Holdings Limited, a wholly-owned
                            subsidiary of Dyadic International (USA), Inc.
                            (f/k/a Dyadic International, Inc.), Robert B.
                            Smeaton and Raymond Chih Chung Kwong, as amended by
                            Agreements dated January 17, 2000 and July 8, 2002

              *10.19        Lock-Up Agreements from each of the Mark A. Emalfarb
                            Trust and Mark A. Emalfarb; the Francisco Trust;
                            Mark Tompkins and IVC Group; Ratnash Chandra;
                            Richard Burlingame; Rufus Gardner; Kent Sproat;
                            Thomas Bailey; and Alexander Bondar

              *21           List of Subsidiaries


- -----------------
*  Previously filed.
** Filed herewith and confidential treatment requested.



                                       5
<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 20, 2005         By: /s/ Mark A. Emalfarb
                                    --------------------------------------------
                                    Name: Mark A. Emalfarb
                                    Title: President and Chief Executive Officer



                                       6
<PAGE>

                                INDEX TO EXHIBITS


              EXHIBIT NUMBER             DESCRIPTION OF EXHIBIT

              *10.2         Development Agreement dated July 30, 2004 between
                            Dyadic International (USA), Inc. (f/k/a Dyadic
                            International, Inc.) and Bio-Technical Resources
                            Division of Arkion Life Sciences LLC

              *10.15        Contract Manufacturing Agreement dated October 27,
                            1999 between Polfa Tarchomin, SA and Dyadic
                            International (USA), Inc. (f/k/a Dyadic
                            International, Inc.), as amended by Amendments dated
                            May 8, 2000 and February 10, 2004 and letters dated
                            February 11, 2004

              *10.18        Agreement dated October 21, 1998 among Geneva
                            Investment Holdings Limited, a wholly-owned
                            subsidiary of Dyadic International (USA), Inc.
                            (f/k/a Dyadic International, Inc.), Robert B.
                            Smeaton and Raymond Chih Chung Kwong, as amended by
                            Agreements dated January 17, 2000 and July 8, 2002

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

*Filed herewith and confidential treatment requested.




                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>ex10_2.txt
<TEXT>
                                                                    Exhibit 10.2

                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                             and have been separately filed with the Commission.


                              DEVELOPMENT AGREEMENT


              THIS AGREEMENT is entered into and effective as of the 30th day of
July 2004 (the "Effective Date"), by and between the Bio-Technical Resources
Division of Arkion Life Sciences LLC, a Delaware limited liability company and
their affiliates ("BTR") and Dyadic International Inc., a Florida corporation
and their affiliates (the "COMPANY").

                              W I T N E S S E T H:

              WHEREAS, the Company is in the possession of systems for the
discovery, over-expression, development and manufacturing of research and
commercial quantities of enzymes, proteins, peptides and other
biologically-produced molecules using their proprietary strains of
microorganisms, including but not limited to their Chrysosporium lucknowense
("C1") fungal host, (hereinafter the "Systems").

              WHEREAS, BTR has the capability, manpower and facilities to
conduct research on using the Systems to express protein products, to evaluate
the System's performance, to improve strains and scale-up processes to develop
and produce protein products;

              WHEREAS, the Company wishes BTR to assist it in various research
and development projects to be decided by the Company, including but not limited
to work to demonstrate the capabilities of the Systems for producing research
and commercial quantities of enzymes, proteins, peptides and other
biologically-produced molecules of interest to pharmaceutical, agricultural,
chemical, animal and human nutrition, starch, textile, pulp and paper and other
industries; and

              WHEREAS, BTR already performs other research and development work
for the Company pursuant to Development Agreements dated October 10, 1995, as
amended, January 29, 1999, as amended July 29, 1999, as amended, November 24,
1999, as amended June 7, 2000, as amended January 1, 2001, as amended January 1,
2002, and as amended January 6, 2003 (the "Existing Agreements"), which shall
remain in effect and be supplemented by this Agreement.

              NOW, THEREFORE, the parties agree as follows:

                                   ARTICLE I
                                   DEFINITIONS

              1.1 The following terms when used in this Agreement shall have the
meanings set forth below:

                 (A) "AFFILIATE" means any U.S. or foreign entity that controls,
is controlled directly by, or indirectly through one or more intermediaries, or
is under common control with a Party. "Control" means ownership of greater than
fifty percent (50%) of the voting equity interest of a corporation or greater
than a fifty percent (50%) ownership interest in a partnership, corporation or
other entity.

** CONFIDENTIAL TREATMENT REQUESTED


                                       1
<PAGE>
                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                             and have been separately filed with the Commission.


            (B) "EFFECTIVE DATE" means the date first set forth above.

            (C) "FIELD OF THIS AGREEMENT" means using the Systems to make
strains expressing recombinant proteins, improving production of protein in the
Systems and scaling-up the processes to develop and produce protein products
expressed using the Systems.

            (D) "PARTY" or "PARTIES" means a party or the parties to this
Agreement.

            (E) "SHARES" means shares of stock of Common Stock of the Company.

                                   ARTICLE II
                               DEVELOPMENT PROGRAM

         2.1 SCOPE OF WORK. BTR agrees to diligently pursue the research and
development programs to assist the Company on projects selected by the Company
within the Field of this Agreement. With respect to each project the Company
shall designate the desired scope of work to be performed by BTR. Within thirty
(30) days following receipt, BTR shall review the desired scope of the project
to ensure that it does not conflict with other contractual commitments and shall
discuss the effort level and timing of the project with the Company. BTR shall
use its best efforts to accommodate the desired scope of work and timing
requested by the Company. The parties shall reduce the final scope of work to
writing which shall become a part of this Agreement (hereinafter the "Scope of
Work").

         2.2 LEVEL OF WORK. The Company shall request from BTR and BTR shall
provide the Company the following services:

            (A) BASE LEVEL. Pursuant to the terms of the Existing Agreements,
BTR shall continue to provide services to the Company of no less than the
current rate of as of the date of this Agreement (1.1 full time equivalent
person ("FTE") per month) (the "Base Level"). All Base Level work shall be paid
in cash pursuant to the terms of the Existing Agreements or their replacements.
The Company shall purchase no less than the Base Level of services through
September 30, 2006.

            (B) ADDITIONAL LEVEL. BTR shall provide services equal to **
** full time equivalent person-months (the "Additional Level") at an average
rate of ** FTE per month; provided, however that the total Additional Level
services shall not exceed a value of One Million Two Hundred and Fifty Thousand
U.S. Dollars ($1,250,000) based on the rates set forth in Section 2.3 below. If
Additional Level services of less than ** per month are requested by the Company
or provided by BTR in any month then such deficit shall be accumulated by the
Company and the Company shall have the right to use such deficit in any
subsequent month during the term of this Agreement, subject to availability of
BTR scientists and the Company's approval of the scientific manpower assigned by
BTR. Any remaining deficits at the completion or termination of the Additional
Level services under this Agreement shall be carried over and applied to the
Base Level projects at no cost to the Company. All Additional Level services
shall be paid pursuant to the terms of Section 2.4 below. In the event services
to the Company exceed the effort level in any month for the Additional Level and
no carry over deficit remains then such additional services shall be paid in
cash to BTR within thirty (30) days following invoice by BTR.

** CONFIDENTIAL TREATMENT REQUESTED


                                       2
<PAGE>
                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                             and have been separately filed with the Commission.


         2.3 COST OF SERVICES. All services provided to the Company pursuant to
this Agreement shall be at the rate of ** for each FTE-month of services
provided by BTR during calendar year 2004, which rate shall be increased to **
FTE per month in 2005 and 2006.

         2.4 PAYMENT. The Company agrees to pay BTR the following fees for the
research work performed by BTR during the Development Program:

            (A) On or before June 28, 2004, the Company shall pay BTR a fee of
Two Hundred and Fifty Thousand Dollars ($250,000) by wire transfer in
immediately available funds to an account designated by BTR. Such payment shall
be credited against the initial invoices issued by BTR for Additional Level
services until a total of $250,000 in services has been provided.

            (B) For Additional Level services provided by BTR beyond the initial
Two Hundred and Fifty Thousand Dollars ($250,000) (all such services being
"Share Payment Services"), BTR shall be paid in Shares, which Shares the Company
and BTR hereby mutually and expressly acknowledge and agree are worth $3.33 per
Share (being the average per Share price (the "Per Share Value") fixed in that
certain private placement offering of the Company's Shares made pursuant to a
Private Placement Memorandum dated April 8, 2004 (the "PPM"), a copy of which
(together with a Business Plan of the Company dated April, 2004) BTR expressly
acknowledges it has heretofore received and reviewed). During the term of this
Agreement, the Company agrees to reserve and allocate an aggregate of 300,300
Shares (the "Reserved Shares") for sole distribution to BTR in accordance with
the terms of this Agreement generally, and the escrow provisions of Section 2.5
hereof, specifically, it being expressly agreed by the Company and BTR that all
Share Payment Services shall be paid for by the Company by its issuance of
Reserved Shares, valued at the Per Share Value. BTR shall invoice the Company
monthly for all Additional Level services performed hereunder, and those
invoices for Share Payment Services shall specifically so state, indicating the
dollar value thereof and the number of Reserved Shares to be distributed to BTR
pursuant to the provisions of Section 2.5 hereof. Notwithstanding anything
herein to the contrary, the aggregate number of Shares issued to BTR pursuant to
this Agreement shall not exceed 300,300 Shares. Reserved Shares which are
distributed by the Escrow Agent to BTR are hereinafter referred to as "Already
Distributed Shares" and Share Payment Services in respect of which Already
Distributed Shares have been issued to BTR are referred to as "Already Paid
Share Payment Services").

            (C) All travel expense incurred by BTR personnel at the request of
or with the permission of the Company shall be reimbursed at cost in cash to
BTR.

** CONFIDENTIAL TREATMENT REQUESTED

                                       3
<PAGE>
                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                             and have been separately filed with the Commission.

         2.5 ESCROW.

            (A) Within thirty (30) days following the Effective Date, (i) the
Company shall deliver a stock certificate evidencing all Reserved Shares
registered in the name of Mark J. Gundersen, Esq., Klett, Rooney, Lieber and
Schorling, PC, Suite 1410, 1000 West Street, Wilmington, DE 19898, not
individually, but solely in the capacity of an escrow agent (the "Escrow Agent")
to the Escrow Agent and (ii) BTR shall execute and deliver to the Escrow Agent a
Subscription Agreement prepared by counsel to the Company substantially
identical in form and content to the form of Subscription Agreement appended as
an exhibit to the PPM, adjusted to reflect that such subscription is not being
made pursuant to the offering described in the PPM, but rather pursuant to the
terms of this Agreement (a "Subscription Agreement") providing for BTR's
subscription for all Reserved Shares. Such stock certificate and Subscription
Agreement shall be held in escrow by the Escrow Agent until released pursuant to
the terms of this Section 2.5.

            (B) If, in BTR's sole opinion, contractual restrictions arising from
agreements between BTR and third-parties (other than the Company under this
Agreement) permit, then BTR may request the release and issuance of a stock
certificate evidencing a number of Reserved Shares equal to the quotient of (x)
the then aggregate unpaid cash value of Share Payment Services performed and
invoiced by BTR (exclusive of Already Paid Share Payment Services) divided by
(y) the Per Share Value (the "Requested Shares"), by delivering written notice
thereof (each, a "Request Notice") to both the Escrow Agent and the Company at
any time during the term of this Agreement and on or before the fifteenth (15th)
day following the termination of this Agreement, but in any event, no later than
thirty (30) days prior to the requested delivery date specified in such notice.
In addition to the requested delivery date, each Request Notice shall specify
(i) the aggregate unpaid cash value of the Share Payment Services performed and
invoiced by BTR beyond the Already Paid Share Payment Services, and (ii) the
resulting number of Requested Shares requested for release and issuance.

            (C) If, in respect of any Request Notice, the Company objects to the
release of the applicable Requested Shares requested by BTR, the Company shall
provide BTR and the Escrow Agent with a notice of objection stating the nature
of the dispute and the number of Requested Shares affected by the dispute
("Notice of Objection") no later than seven (7) days prior to the requested
delivery date (and Requested Shares, to the extent BTR's rights thereto are
disputed by the Company are referred to as "Disputed Shares").

            (D) If the Company timely issues a Notice of Objection, the Escrow
Agent shall not distribute any of the Disputed Shares indicated in such Notice
of Objection unless and until the Parties have resolved the dispute and
submitted a mutually signed letter authorizing release or a decision of the
arbitrator has been issued pursuant to Section 6.11 herein, with any such
distribution being made in accordance with the terms of such letter or decision,
as applicable. If the Company does not object to the release of the applicable
Requested Shares, the Escrow Agent shall issue the Requested Shares in
accordance with the provisions of subsections (e) and (f) below.


** CONFIDENTIAL TREATMENT REQUESTED

                                       4
<PAGE>
                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                             and have been separately filed with the Commission.

            (E) If the number of Requested Shares is less than the undistributed
balance of the Reserved Shares, then, prior to the requested delivery date
specified in a timely Request Notice: (i) the Company shall deliver to the
Escrow Agent, in exchange for the return of the stock certificate(s) then held
by the Escrow Agent, (A) a certificate in the name of BTR evidencing the number
of Requested Shares and (B) a certificate in the name of the Escrow Agent
evidencing the resulting balance of the Reserved Shares which are not Already
Distributed Shares; and, (ii) BTR shall deliver to the Escrow Agent, in exchange
therefore, the Subscription Agreement(s) then held by the Escrow Agent, except
that once the Escrow Agent has distributed the Subscription Agreement to the
Company, this requirement shall no longer apply to any subsequent issuances of
Requested Shares.

            (F) If the number of Requested Shares is the undistributed balance
of the Reserved Shares, then, prior to the requested delivery date specified in
a timely Request Notice: (A) the Company shall deliver to the Escrow Agent, in
exchange for the return of the stock certificate(s) then held by the Escrow
Agent, a certificate in the name of BTR evidencing the undistributed balance of
the Requested Shares, and (B) the Escrow Agent shall release and distribute (i)
to BTR a stock certificate evidencing the Requested Shares and (ii) to the
Company, the Subscription Agreement (if the Subscription Agreement had not
theretofore been distributed to the Company).

            (G) Each stock certificate issued pursuant to this Section 2.5 shall
bear the restrictive legend referred to in the Investors' Rights Agreement
referred to in both the PPM and the Subscription Agreement.

         2.6 COMMENCEMENT OF WORK. Services to be provided pursuant to the
Additional Level shall commence no later than October 1, 2004 and shall
terminate no later than September 30, 2006.

         2.7 PROGRAM OBJECTIVES/PROGRESS REPORTS. BTR and the Company shall meet
on a regular basis mutually acceptable to both Parties to review the progress of
the research program and to establish program objectives for each project. The
Company shall have the right to visit BTR's facility and review the research
program on a reasonable basis during business hours. In the event the Company
desires BTR to perform work beyond the Scope of Work, the Parties shall
negotiate the additional costs for such work. BTR agrees to provide the Company
with written monthly reports summarizing the progress of the research program at
BTR.

         2.8 NO ASSURANCE OF SUCCESS. The parties recognize that, due to the
uncertainties inherent in research and development work of the nature undertaken
under this Agreement, there is no assurance that work will be completed on
schedule, or that research conducted will be successful. Each party agrees to
use its reasonable efforts to complete any work undertaken by it within the
established time schedule and in a successful manner, but none of the parties
warrants or guarantees that it will in fact meet the schedule or that its work
will be successful. In the event of delay, Dyadic will have the option, in its
sole discretion, of extending this Agreement beyond the termination date
mentioned in Article 2.6 at the FTE rate in Article 2.3, adjusted for inflation
as necessary.

** CONFIDENTIAL TREATMENT REQUESTED

                                       5
<PAGE>
                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                             and have been separately filed with the Commission.

                                  ARTICLE III
                       OWNERSHIP OF INVENTION AND PATENTS

         3.1 (a) BTR INTELLECTUAL PROPERTY RIGHTS. All research results,
biological and biochemical materials arising from this Agreement which lie
outside of the provisions of the Company Intellectual Property Rights specified
under Article 3.1 ( b ) below shall be the sole property of BTR. Nothing herein
contained shall be deemed to be a grant from one Party to the other Party of any
rights or licenses under any intellectual property rights, except as expressly
set forth in this Agreement.

            (b) THE COMPANY INTELLECTUAL PROPERTY RIGHTS. All research results,
biological and biochemical materials arising from this Agreement, including but
not limited to, the Company's Systems, microorganisms including but not limited
to C1 and their mutants, variations, clones, progeny, derivatives and parts
thereof, **

         assay systems, methodology, fungal high-throughput screening, and
products produced thereby, reports, technical data, information, know-how,
practical experience, procedures, methodology, specifications, formulae, charts,
pictures and data, whether or not patentable, and any technology for research
and development and/or the commercial production and use of said biological and
biochemical materials which are conceived by or on behalf of the Company by BTR
or any other party pursuant to this Agreement shall be the sole property of the
Company. BTR acknowledges that the Company is and at all times will remain the
sole owner of all Intellectual Property relating to the Company's Systems,
microorganisms including but not limited to C1 and their mutants, variations,
clones, progeny, derivatives and parts thereof, **

            assay systems, methodology, fungal high-throughput screening, and
products produced thereby for the work performed at BTR under this Agreement.
Nothing herein contained shall be deemed to be a grant from one party to the
other party of any rights or licenses under any intellectual property rights,
except as expressly set forth in this Agreement.

         3.2 PATENT APPLICATIONS. BTR and their representatives will expediently
report any invention and discovery that arises from work performed pursuant to
this Agreement and shall execute all papers and do all things reasonably
requested by the Company to protect the rights of the Company with regard to the
Company's Intellectual Property Rights as set forth in Section y3.1(b) above.
The Company shall have responsibility and bear the cost for the preparation,
filing, prosecution and maintenance for all patents based on such Intellectual
Property Rights. BTR shall cooperate fully and provide to the Company all
information and data reasonably necessary and requested for that purpose.

                                   ARTICLE IV
                                 CONFIDENTIALITY

         4.1 The Company shall disclose to BTR only such technical information
as relates to the Company's strains, research strategies and methods, process
development manufacture and use of the Systems in the Field of this Agreement
("COMPANY INFORMATION"). BTR shall maintain all Company Information that it
receives from the Company concerning work to be performed pursuant to this
Agreement in confidence and shall not disclose such information to any third
party, with the exception of consultants and agents who agree in writing to
abide by the confidentiality obligations of this Agreement, for a period of five
(5) years from the date it is received, provided that such Company Information
is disclosed in writing marked confidential or is disclosed orally and confirmed
in writing marked confidential within thirty (30) days of the oral disclosure.

** CONFIDENTIAL TREATMENT REQUESTED

                                       6
<PAGE>
                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                             and have been separately filed with the Commission.

         4.2 BTR may disclose to the Company technical information during the
term of the Agreement ("BTR Information"). The Company shall maintain all BTR
Information that it receives from BTR in confidence and shall not disclose such
information to any third party, with the exception of consultants and agents who
agree in writing to abide by the confidentiality obligations of this Agreement,
for a period of five (5) years from the date it is received, provided that such
BTR Information is disclosed in writing marked "Confidential" or is disclosed
orally and confirmed in writing marked confidential within thirty (30) days of
the oral disclosure.

         4.3 The obligations of secrecy set forth above relating to the Company
Information and BTR Information shall not apply to information which:

            (A) is known to the public at the time of its disclosure, or becomes
known to the public after the disclosure through no fault of the receiving
Party;

            (B) the receiving Party can show was in its possession at the time
of the disclosure and was not acquired from a third party under secrecy
obligation to the disclosing Party;

            (C) the receiving Party can show came into its possession after the
time of the disclosure from a third party not under an obligation of secrecy to
the disclosing Party;

            (D) is necessarily disclosed to a third party pursuant to the
commercial sale or use by either Party of Products incorporating Information
exchanged hereunder;

            (E) is subsequently developed by the receiving party independent of
the Information disclosed hereunder; or

            (F) is required to be disclosed by law.

                                   ARTICLE V
                                   TERMINATION

         5.1 This Agreement shall commence on the Effective Date and continue in
effect until September 30, 2006; provided that the indicated party may terminate
this Agreement upon thirty (30) days prior written notice upon the occurrence of
one of the following:

            (A) Either party may terminate this Agreement if the other Party has
become insolvent, has sought protection under any provisions of the United
States bankruptcy laws, or a petition for involuntary bankruptcy has been filed
against it; or

** CONFIDENTIAL TREATMENT REQUESTED

                                       7
<PAGE>
                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                             and have been separately filed with the Commission.

            (B) Either party may terminate this Agreement if the other Party has
committed a material breach of this Agreement and has failed to cure such breach
within thirty (30) days following notification of such breach by the other party
or such breach cannot be cured; provided, however, that there shall be no right
of cure with respect to past due payments or issuance of Reserved Shares
hereunder; and provided, further, that BTR may cease all further work under this
Agreement pending resolution of any dispute arising under or related to this
Agreement.

         5.2 EFFECT OF TERMINATION.

            (A) Termination of this Agreement shall not relieve any Party of any
obligation or liability accrued hereunder prior to such termination, except as
expressly provided herein.

            (B) If this Agreement is terminated by the Company pursuant to
Section 5.1 above prior to BTR's performance of all of the Share Payment
Services, BTR shall pay to the Company (within fifteen (15) days following the
effective termination date) an amount equal to the following:

                  (I) if the aggregate cash value of Additional Level services
         performed by BTR hereunder as of the termination dated is less than
         $250,000, then $250,000; or

                  (II) if the aggregate cash value of Additional Level services
         performed by BTR hereunder as of the termination date exceeded
         $250,000, the product of $250,000 multiplied by a fraction (A) having
         as its numerator an amount equal to the difference between $1,000,000
         and the cash value of the Already Paid Share Payment Services performed
         by BTR as of the termination date and (B) having as its denominator the
         amount of $1,000,000.

The foregoing amount payable by BTR to the Company shall represent the Company's
liquidated damages and shall be the sole and exclusive remedy of the Company in
lieu of all other damages that may be recoverable, except in the instance where
the reason for the termination was on account of BTR's breach of its obligations
to the Company created by the provisions of Articles III and IV hereof, in which
case, in addition the Company's right to the foregoing payment, the Company
shall be entitled to all other remedies available at law or in equity.

                                   ARTICLE VI
                               GENERAL PROVISIONS

         6.1 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of Delaware and the courts of the State of Delaware
shall have exclusive jurisdiction over all disputes arising from or related to
this Agreement.

         6.2 NOTICE. Any notice required or permitted to be given hereunder
shall be in writing and shall be deemed to be delivered on the day after it is
placed in the mail if sent by overnight courier of national reputation, by
facsimile confirmed by mail, or by registered or certified mail, postage
prepaid, and addressed as follows:


** CONFIDENTIAL TREATMENT REQUESTED

                                       8
<PAGE>
                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                             and have been separately filed with the Commission.


                           If to the Company:

                           Dyadic International, Inc.
                           140 Intracoastal Pointe Drive
                           Suite 404
                           Jupiter, Florida  33477-5064
                           Attn: President


                           If to BTR:
                           Bio-Technical Resources Division
                           Arkion Life Sciences LLC
                           1035 South Seventh Street
                           Manitowoc, WI 54220
                           Attn: President

         The address to which a Party's notices are to be sent may be changed by
that Party by giving the other Party thirty (30) days advance written notice.

         6.3 WAIVER. Failure by either Party hereto at any time to require
performance by the other Party or to claim a breach of any provision of this
Agreement shall not be construed as a waiver of any right arising under this
Agreement, including the right to require subsequent performance or contest any
subsequent breach.

         6.4 FORCE MAJEURE. Non-performance of either Party shall be excused to
the extent that performance is rendered impossible by strike, fire, flood,
governmental acts, failure of suppliers to perform, orders or restrictions, or
any other reason where failure to perform is beyond the control and not caused
by the negligence of the non-performing Party.

         6.5 ASSIGNMENT. Neither this Agreement nor any of the rights and
obligations thereto shall be assignable or otherwise transferable by a Party to
anyone other than an Affiliate without the prior written consent of the other
Party which consent will not be unreasonably withheld. Subject to the foregoing
condition, this Agreement shall be binding upon and inure to the benefit of the
Parties hereto, their successors and assigns.

         6.6 SEVERABILITY. If any provision of this Agreement is held to be
invalid by a court of competent jurisdiction, then the remaining provisions
shall nevertheless remain in full force and effect.

         6.7 COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall be deemed an original.

         6.8 HEADING. All captions, titles and subheadings are for convenience
only and shall not be considered in construing or interpreting the provisions of
this Agreement.

** CONFIDENTIAL TREATMENT REQUESTED

                                       9
<PAGE>
                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                             and have been separately filed with the Commission.

         6.9 RELATIONSHIP OF THE PARTIES. The Parties shall at all times remain
independent and one Party shall not be considered the agent of the other Party.
Nothing in this Agreement shall be construed as creating a partnership, joint
venture or other similar relationship between the Parties or their respective
parents or subsidiaries.

         6.10 NO WARRANTIES. BTR does not warrant or guarantee that any results
will be achieved during the Development Program of this Agreement and makes no
representation or warranty regarding the technology developed pursuant to this
Agreement including, without limitation, implied warranties of merchantability
or fitness for a particular purpose. Neither BTR, nor its owners, affiliates,
representatives nor employees shall be liable to the Company, its Affiliates,
contractors or sublicensees because of any failure in the use of technical
information developed or disclosed by BTR hereunder or in the operations of the
Company, its Affiliates, contractors or sublicensees. Consistent with the
foregoing, the Company shall hold BTR harmless from any loss, claim, damage,
illness or injury to persons or property whatever the cause may be arising out
of or pertaining to commercialization, use or disclosure of the technical
information.

         6.11 ARBITRATION. All disputes arising under or related to this
Agreement shall be resolved by final and binding arbitration by three (3)
arbitrators selected by the parties under the rules of the American Arbitration
Association. The location of the arbitration shall be New York, New York.

         6.12 ENTIRETIES. This Agreement together with the Existing Agreements,
as amended, represents the entire agreement between the Parties with respect to
the subject matter hereof. No amendments or modifications to this Agreement
shall be effective unless reduced to writing and signed by both parties.


** CONFIDENTIAL TREATMENT REQUESTED

                                       10
<PAGE>
                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                             and have been separately filed with the Commission.


                  IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed by their duly authorized representatives as of the date
and year indicated below.



DYADIC INTERNATIONAL, INC.               ARKION LIFE SCIENCES LLC
                                         BIO-TECHNICAL RESOURCES
                                         DIVISION

By: /s/ M. Emalfarb                      By: /s/ T. Jerrell
    ---------------------------          --------------------------------------
Title: M. Emalfarb, President            Title: T. Jerrell, President
Date: 8-2-2004                           Date: July 30, 2004






                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>3
<FILENAME>ex10_15.txt
<TEXT>
                                                                   Exhibit 10.15

                          Confidential Treatment Requested indicates portions of
                                  this document have been redacted and have been
                                           separately filed with the Commission.


                 AMENDMENT TO CONTRACT MANUFACTURING AGREEMENT

This is an amendment to the Contract Manufacturing Agreement entered into and
effective October 27, 1999 between Tarchominskie Zaklady Farmaceutyczne "Polfa"
Spolka Akcyjna having its principal business at.: ul. A. Fleming 2, 03-176
Warsaw, Poland ("Polfa") and Dyadic International, Inc. a Florida corporation
having a permanent place of business at 140 Intracoastal Pointe Drive - Suite
404, Jupiter, Florida 33477 USA ("Dyadic").

Whereas the Parties now recognize that in preparing the original agreement with
regard to Section 8 Equipment Responsibility that the original estimate by Polfa
for the modifications to the equipment **.

Whereas the Parties agree to amend the agreement in regard to Section 8 as
follows:

Section 8.1 will be replaced with the following:

8.1      The financial responsibility for any modifications to the equipment to
         achieve the agreed upon baseline productivity is borne by Polfa,

         The costs of investments and modifications of equipment and their
         installation borne by Polfa to adjust its facilities in order to
         produce Product(s) shall be amortised for seven years (7). Improvements
         or modifications to equipment or facilities in order to



                                       **













         The parties confirm that above mentioned costs are estimated costs and
         final settlements will be made after completion of each stage of
         modernisation

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

                          Confidential Treatment Requested indicates portions of
                                  this document have been redacted and have been
                                           separately filed with the Commission.


         The ** will commence after the equipment and facilities are fully
         capable of producing product within the agreed Product Specifications.

         A interest factor may be added to the monthly charge based on the
         current month end **. The interest will be for one month calculated on
         the balance of the allowable costs minus the cumulative monthly charge
         paid by Dyadic excluding the interest or any credits for uses by other
         parties,

         If the equipment or facilities included in the allowable costs is used
         for production of either Polfa's own Products or a third parties
         Products then a suitable credit based on the number of fermentation
         days will be given to Dyadic. Likewise if the Ultra Filtration
         equipment supplied by Dyadic is used in the same manner then Polfa will
         pay to Dyadic for the usage based on a suitable formula.

         Each group of fermentors being modified must be approved in writing by
         Dyadic before committing to the modifications as per section 8.3.

         Both parties agree to immediately order equipment and begin
         modifications in order to as expediently as possible complete the first
         step of modifying two fermentors and the required recovery equipment.
         The parties agree that the goal is to be able to manufacture commercial
         product in the ** .


        Tarchominskie Zaklady Farmaceutyczne         Dyadic International, Inc.
                "Polfa" Spulka Akcyjna

        By:  /s/                                     By: /s/ Mark A. Emalfarb
             --------------------------------            ----------------------
             **                                          Mark A. Emalfarb
             Member of Board                             President


        By:  /s/
             --------------------------------             ---------------------
             **
             Member of Board

        Date:  08 05 2000                            Date: May 8, 2000
               ------------------------------


** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>
                          Confidential Treatment Requested indicates portions of
                                  this document have been redacted and have been
                                           separately filed with the Commission.


                                    AMENDMENT
                       TO CONTRACT MANUFACTURING AGREEMENT

                 entered into and effective on October 27, 1999
       between TARCHOMINSKIE ZAKLADY FANNACEUTYCZNE "POLFA" SPO1KA AKCYJNA
          and DYADIC INTERNATIONAL, INC. concluded on February 10,2004

Hereby, the parties agreed the following changes to the Contract Manufacturing
Agreement:

     1. Point 1.2. shall be replaced with the following:

     "Industrial Enzymes" shall mean all non-pharmaceutical enzymes used as a
     processing aid in production, or non-pharmaceutical enzymes used as an
     active ingredients including but not limited to the following industries:
     animal feed, alcohol, brewing, cheese making, ethanol, fruit juice, food,
     fructose, household & industrial detergents, starch processing, personal
     care products, pulp & paper and textile.

     2. Point 10 Confidentiality shall has the following wording:

     This Agreement shall maintain the terms .and conditions of the Secrecy
     Agreement entered between Dyadic, Inc. and Polfa, concluded on April 15,
     1999, attached hereto as Appendix 2. The terms and conditions of the
     Secrecy Agreement will be extended to include the duration of this
     Agreement including any extensions and ** thereafter.
     Polfa specifically agrees that it will not at any time during the Term of
     this Agreement or any extensions of thereof or for ** years following the
     termination by Polfa, or ** following the termination by Dyadic, or by
     Polfa due to Dyadic's fault, provided that the fault is not rectified as
     specified in point 13.2, manufacture directly or indirectly for itself, or
     others, any Industrial Enzymes.

     3. Point 13.4 shall be changed as follows:

     Upon termination of this Agreement all Confidential Information, strains,
     documentation and technology are to be immediately returned to Dyadic and
     the strains and related know-how will not be used by Polfa, or any Polfa's
     affiliated companies, or for the benefit of any third party during and
     after the termination of this Agreement.

     4.  Section 5 of Amendment to Contract Manufacturing Agreement signed by
         the parties on May 8, 2000 now shall have the following wording:

     An interest factor shall be added to the monthly charge based on the
     current month end ** rate. The interest will be for one month calculated on
     the balance of the allowable costs minus the cumulative monthly charges
     paid by Dyadic excluding interest or any credits for uses by other parties.

Tarchominskie Zaklady Farmaceutyczne            Dyadic International, Inc.
  "Polfa" Spulka Akcyjna

/s/                                             /s/ Mark A. Emalfarb
- --------------------------------------          -------------------------------
**                                              Mark A. Emalfarb - President
President - General Manager

/s/
- --------------------------------------          -------------------------------
**  - Member of the Board

Date: 10.02.04                                  Date: 2-10-2004
- --------------------------------------          -------------------------------


** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                             and have been separately filed with the Commission.


                        CONTRACT MANUFACTURING AGREEMENT

This contract manufacturing agreement (the "Agreement") is made and entered into
as on the Effective Date, by and between:


TARCHOMINSKIE ZAKLADY FARMACEUTYCZNE"POLFA" SPOLKA AKCYJNA having its principal
of business at: ul. A. Fleming 2, 03-176 Warsaw, Poland ("Polfa")

represented by:

Pawel Rakowski -Member of Board
Jan Marszalek - Member of Board

and

DYADIC INTERNATIONAL, INC. ("Dyadic") a Florida corporation having a permanent
place of business at 140 Intracoastal Pointe Drive - Suite 404, Jupiter, Florida
33477 USA.

represented by:

Mark Emalfarb - President

WHEREAS, Dyadic is engaged in development, marketing and production of Enzymes,
and

WHEREAS, Dyadic desires to engage Polfa to produce Industrial Enzymes in large
scale quantities, and Polfa has represented to Dyadic that it has expertise in
large scale manufacturing of fermentation products; and

WHEREAS, Dyadic and Polfa desire to set forth in writing the terms and
conditions of their agreements and understandings;

Now therefore, in consideration of the statements set forth above, which shall
be deemed to be a substantive part of this Agreement, and the mutual promises,
covenants, agreements, representatives and warranties contained herein, in the
parties hereto agree to the following:

The terms and conditions of this Agreement are as set forth below:

1. DEFINED TERMS

1.1. "EFFECTIVE DATE" shall mean the date of the last signature to execute this
Agreement;

1.2. "INDUSTRIAL ENZYME(S)" shall mean all non pharmaceutical enzymes used as a
processing aids in production or active ingredients including but not limited to
the following industries: animal feed, alcohol, brewing, cheese making, ethanol,
fruit juice, food, fructose, household & industrial detergents, starch
processing, personal care products, pulp & paper and textile.

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

1.3. "FERMENTOR BROTH" shall mean the fermentor contents, including cell mass,
at the completion of a fermentation batch (including batch and fed batch
fermentations and all withdrawals).

1.4. "FERMENTATION BATCH" shall mean the fermentation process resulting in
fermentation broth from a fermentor.

1.5. "PARTY" shall mean either POLFA or DYADIC as the context requires, and
"Parties" shall mean, collectively, POLFA and DYADIC,

1.6. "PRODUCT(S)" shall mean final (liquid) concentrate(s) of Enzyme as per
DYADIC specifications. Final liquid concentrates include but are not limited to
formulated liquid Product(s) and formulated or unformulated liquid concentrates
intended for further processing inside and/or outside the POLFA facility.

1.7. "PRODUCT SPECIFICATIONS" shall mean the specifications for the production
and quality control of the "Products", each specific product will have its
specification sheet.

1.8. "FERMENTOR DAY", shall mean a twenty four-hour period after a fermentor has
been charged with media and inoculated from the seed tank until the fermentor
has ceased to be supplied with agitation, aeration and substrates.

1.9. "FERMENTATION DAYS" shall be the number of Fermentor Days required for a
Product after the fermentor has been charged with media and inoculated from the
seed tank until the fermentation protocol is complete. It will also include up
to 24 hours as the amount of time agreed between the parties for clean up,
change over, media loading, sterilisation and inoculation.

The Fermentation Days shall be expressed to the nearest tenth (1/10th) of a
Fermentor Day. Thus for a total fermentation the total Fermentation Days could
be **.

2. RELATIONSHIP

The Parties hereby establish a contract manufacturing relationship, whereby
Polfa will conduct contract production of the Product(s) for Dyadic, utilising
Dyadic's cultures and technology. Dyadic's cultures and technology. Dyadic's
cultures and technology are defined for the purposes of this Agreement as those
cultures and technologies that are owned by or licensed to Dyadic.
The production process will be conducted by POLFA at its facilities, properly
equipped and staffed, to produce the Product(s), meeting Product Specifications.
Dyadic shall provide Polfa with all technical and technology information,
instructions and procedures available to Dyadic and necessary for the production
packing and testing of the Product(s) including the strain(s) and procedures of
the strain(s) handling as well as technical and technology assistance and
training of Polfa's staff to enable Polfa to reach the highest level of capacity
of production process for each Product.

The parties desire to establish a new common Polish company with ownership and
other details to market the Product(s) produced under this Contract
Manufacturing Agreement according to the terms and conditions to be consistent
with the Letter of Intent signed by duly authorised representatives of the
parties.

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

3. MANUFACTURE PROCESS

3.1. Polfa will operate its facility using qualified staff in a manner to ensure
the efficient production of the Product(s) meeting the Product Specifications.

3.2. Polfa will provide fermentation production process for the efficient
production of the Product(s) with similar processing requirements as the ** and
** processes provided by Dyadic meeting Product Specifications. Additional
Product(s) with process requirements that require additional resources i.e. use
of additional labour, energy, equipment, maintenance services, step processing,
will be negotiated with the Charges for Product produced being adjusted by the
appropriate cost.

Fermentation production processes are to include all necessary equipment,
instrumentation and controls, and analytical services for the culture
maintenance and propagation, fermentation (including fed batch with partial
broth withdrawals), recovery (Including primary separation and flocculation of
fermentor broth), concentration, formulation, Packaging, warehousing and
shipment of the Product(s).
The disposal of the biomass wastes will be provided by Polfa. The currently
suggested method as done for Polfa's own production would be by land
application. All direct third party costs of the waste disposal for land
application shall be borne by Dyadic. The parties upon signing this agreement
will with all diligence and speed work toward the approval ` this methodology of
disposal of the waste. This approval of land application or an alternative
disposal method with its costs must be known before any modifications are made
to the fermentor equipment or ultrafiltration equipment is ordered. If the
documented estimates of an alternative method grossly exceed the land
application the land estimates and make the Manufacturing costs of this enzyme
uneconomical, then Dyadic can decide not to manufacture that enzyme at Polfa.
If the waste can be disposed of by land application but Polfa wishes to dispose
of it in another method which may include additional Polfa effort not included
in the Tooling Fee then the actual cost to Polfa will be borne by Dyadic but not
to exceed land application Costs.
If the waste cannot be disposed by land application then the total cost of the
other method including any additional effort by Polfa not included in the
tooling fee will be borne by Dyadic. It is anticipated that the production of
the Product(s) will require at minimum the Services identified in Appendix 1.

4. PROCEDURES

In performing the production process pursuant to this Agreement, Polfa shall use
its best efforts to comply with the operating protocols for the Production and
formulation of the Enzymes agreed to between the Parties. POLFA agrees not to
implement process changes to the procedures without the prior written approval
of Dyadic. Polfa will maintain and supply (in English) to Dyadic up to date
written procedures as being used for the processing of the Product(s) including
the process from culture handling through packaging. Polfa will maintain a
record of changes to the procedures with dates and explanation of changes
included in the record; such records will be available to Dyadic upon request.

5. CAPACITY AND PRODUCTION VOLUMES

5.1. Polfa agrees to provide full time to Dyadic for production of Enzymes up to
** fermentors as required by Dyadic. During the initial production, the parties
agree that ** fermentors can be utilised for production of the Product(s) in
place of ** fermentor. The Tolling Fee for the use of ** fermentor will be at
the agreed upon Tolling Fee in 7.1.

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

Currently one of the ** fermentor being presented has a ** than the other two
and if prorated from that used on the **. It is agreed that if yields of the
other ** fermentors cannot be achieved in the ** fermentor that Polfa **
fermentors. If during the agreed trial run ** fermentor, Polfa is unable to
achieve a ** then Dyadic can elect to not utilise the ** fermentors.

If agreed between the parties, **.

Dyadic will provide Polfa with a forecast of planned production volumes by
Product(s).
Dyadic shall provide Polfa with a rolling forecast of requirements for the next
twelve months every quarter end. Dyadic shall provide Polfa with firm orders for
volumes of Product(s) 45 days in advance of production. Dyadic should give Polfa
notification of a new Product(s) or the need to expand to another fermentor
three months in advance provided that no additional investments are required.

5.2. The parties agreed that at the initial time of co-operation to confirm the
possibilities of transfer of Industrial Enzyme production to Polfa's facilities,
five pilot plant scale trials shall be performed. If the results of these trials
are a success then one trial in ** fermentor shall be performed. For the first
trial ** the scope of modification made by Polfa will be the minimum
requirements necessary for such process.

The cost of raw materials and packaging needed for the trial shall be borne by
Dyadic and Dyadic shall not pay Polfa any Tolling Fee.

If the results of the industrial trial are successful Polfa shall start to
adjust its facilities to Industrial Enzyme production requirements and Dyadic
shall provide Polfa with UF equipment per Section 8. 1.

5.3. Under this agreement Polfa is required to make modification in their
fermentation area in order to be able to produce the Product(s) ("required
changes"). If Dyadic does not produce Product at Polfa per this Agreement within
six months after completion of the required changes then Dyadic will reimburse
Polfa for the documented cost of these changes. The total reimbursement is not
to exceed Polfa's estimate of **.

Both parties agree to use their maximum, efforts and recognise that time is of
the essence in completing the pilot plant studies, commercial level
demonstration trial fermentation, installing the modification and recovery
equipment and starting commercial production of Industrial Enzymes.

6. PRODUCT SPECIFICATIONS

The Parties shall agree upon Production and Quality Control Specifications
("Product Specifications").

7. CHARGES FOR PRODUCT PRODUCED

7.1. Dyadic shall pay to Polfa for Product(s) produced meeting Product
Specifications per each Fermentation Batch at a Product Price which shall be
calculated on the following formula:

**

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


Secondly **.

The result is **

7.2. Charges.

7.2.1 A tolling fee of ** for the total Fermentation Days used (the "Tolling
Fee"). 7.2.2 It is understood that Tolling Fee specified above is equal with **

7.2.3    **

7.2.4    **

7.2.5 The above mentioned Tolling Fee shall be valid for the period of twelve
months from the date of the first commercial production provided that such
commercial production shall be started within six months from the Effective
Date, excluding delay caused by Polfa's fault.

For the following twelve (12) month period the Tolling Fee shall be adjusted and
agreed using the following formula:

Adjustments:

**

The parties agree that the increase of the Tolling Fee in EURO cannot be greater
** .

If the Parties do not reach settlement on the annually adjusted Tolling Fee, the
new Tolling Fee shall be referred for binding arbitration to an independent
Chartered Accountant firm located in Poland. This firm would do their own
calculations based on the methodology and limitations stated in 7.2.5. The costs
for the work done by Chartered Accountant shall be borne by the party in error
or if both are in error equally between the parties. In case of dispute until a
new Tooling Fee is established by independent Chartered Accountant a previous
Tooling Fee is utilised. After the new Tooling Fee is agreed upon, the
fermentation charges in dispute will be recalculated with the new Tooling Fee
and the difference will be immediately remitted by Dyadic.

7.3. The calculation of total toll charges per fermentation batch of Product(s)
shall be ** .

7.4. Charges for Product produced set forth in this Article 7 is inclusive of
all normal production phases including all but not limited to those items
covered in App. 1, and shall include raw materials and packaging supplies,
necessary for performance under this agreement: such Raw Materials and Packaging
supplies shall be included at cost at the actual usage per Fermentation Batch in
the Product Price charge in Section 7.1. Polfa will supply documented evidence
of actual cost and usage of Raw Materials and Packaging to Dyadic. Dyadic will
agree to maintain a deposit of ** with Polfa in order to aid in the carrying of
Raw Materials and Packaging Inventory.

In keeping with the other costs the Raw Material and Packaging Costs will be
translated into EURO at a translation rate of PLN/EURO published by Polish
National Bank for the date of invoice issued by Polfa.

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

Dyadic will provide Polfa with a stand by Letter of Credit, of value of
approximately a ** . The conditions of Letter of Credit are defined in Appendix
3 to this Agreement. The costs of the Letter of Credit shall be divided into two
parties, i.e. the costs of it in Poland shall be borne by Polfa and the costs
outside of Poland shall be borne by Dyadic.

7.5. Dyadic and Polfa agree that baseline productivity for each Enzyme
production shall be calculated as follows:

7.5.1 Dyadic shall give to Polfa the level of productivity based on Dyadic's
contract manufacturer's experience in the case of commercial products or pilot
plant data for non-commercial products. **

7.5.2 A productivity baseline (on-going baseline) will be determined for each
Product to be produced by Polfa for Dyadic. This productivity baseline is to
only and exclusively be used in the case where the production level is impacted
by a fermentor contamination, mechanical failure, operational error or where
product is produced not in specification (the aforementioned to be defined as
"Problem Fermentation(s)"). **

**

**

The in specification product will be agreed to be either measured in volume or
weight of a specific activity product or in total activity units.

Prior to completion of the required **. This baseline will be used to calculate
the prorated total fermentation charges for any fermentation where the
production level is impacted by a fermentor contamination, mechanical failure,
operational error or where product is produced not in specification.

After the agreed upon ** the ongoing baseline can be calculated and agreed upon,
all batches where the total fermentation charges have been prorated before the
on-going baseline could be calculated will be reviewed. This review will be to
determine the prorated total fermentation charges based on the on-going baseline
and determine if any credits are due to Dyadic or additional payments are due to
Polfa.

7.5.3 All batches where the production level is not impacted by a fermentor
contamination, mechanical failure, operational error or where product is
produced in specification irrespective of obtained production level shall be
paid per agreed total charges for all Product produced as it is defined in point
7.

7.6. All product manufactured by Polfa must meet the Product Specifications.
Dyadic is not obligated to take possession of Product(s) not meeting the Product
Specifications and Polfa will reimburse Dyadic the documented evidence of the
costs, if any, borne by Dyadic for manufacture of such batch of Product,
provided that it is no fault of Dyadic,

8. EQUIPMENT RESPONSIBILITY

8.1. The financial responsibility for any modifications to the equipment to
achieve the agreed upon the baseline productivity is borne by Polfa.


** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

The costs of investments and modification of equipment and their installation
borne by Polfa to adjust its facilities in order to produce Product(s) shall be
amortised for ten years (10) and the annual amortisation is to be added to the
Tolling Fee, as per point 7. 1.

8.2. Dyadic has agreed for the initial fermentor used to provide the Ultra
filtration equipment that Polfa would install at their cost. The Ultra
filtration equipment would remain the property of Dyadic over the initial
ten-year term of the agreement. After the initial term Dyadic would have the
option to either sell the equipment to Polfa for an agreed upon value or remove
the equipment.

Dyadic shall be responsible for the ** .

8.3. The responsibility for any additional investments, if any, to adjust
Polfa's facilities for a new Product(s) shall be agreed upon by the parties.

9. PAYMENT TERMS

9.1. Polfa will send a regular invoice to Dyadic and such invoices shall be
issued by Polfa on Release Date.

9.2. Dyadic shall make payments to Polfa within 30 days from the date of invoice
issued by Polfa. Payment will be made directly to Polfa by Dyadic. If Dyadic
does not pay within the given time then Polfa may draw on the stand by Letter of
Credit. The Parties may agree that payments of Euro denominated invoices may be
made in Polish Zlotys at the translated rate of PLN/EURO per the Polish National
Bank for the day of settlement (according to Polish law).

9.3. All billings in this agreement will be subject where applicable to the
applicable Polish Government VAT.

10. CONFIDENTIALITY

This Agreement shall maintain the terms and conditions of the Secrecy Agreement
entered between Dyadic, Inc. and Polfa, concluded on April 15, 1999, attached
hereto as Appendix 2. The terms and conditions of the Secrecy Agreement will be
extended to include the duration of this agreement including any extensions and
5 (five) years thereafter. Polfa specifically agrees that it will not at any
time during the Term of this Agreement or for five (5) years following the
termination by Polfa or two (2) years following termination by Dyadic or
termination by Polfa due to Dyadic's fault or any extension thereof manufacture
directly or indirectly for itself, or others, any Industrial Enzymes as it is
defined in point 1.2.

11. OWNERSHIP AND DELIVERY

11.1. Ownership of the Product and the risk of loss shall transfer to Dyadic
upon Quality Control certification for the Product(s) meets Product
Specifications on the Release Date. Polfa agrees to warehouse the full quantity
of Product obtained from each ** liters fermentation batch in cold storage for a
period of up to ** free of charge. Dyadic agrees to take physical possession of
said Product within ** period from the date of Release Date or pay Polfa a
warehousing fee to be agreed upon by the Parties.
All out of pocket costs related to shipments shall be borne by Dyadic.
Dyadic agrees to schedule shipments of not less than a minimum of **. In the
event, Dyadic requires shipment of Product in quantities less than the amount
stated above, the Parties agree that such shipment will incur an additional
service charge agreed upon by both Parties.

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

11.2. All improvements in Dyadic's technology (processes or strains) either by
Dyadic or Polfa are the sole property of Dyadic.

12. FERMENTATION USAGE AND CANCELLATION

12.1.1 All fermentors allocated to Dyadic may be used by Polfa at any time they
are not used by Dyadic for manufacturing products allowed in this agreement.
This is provided the manufacturing of these products is not detrimental to the
production or scheduling of Dyadic production.

12.1.2 Cancellation of any rights to any fermentor Dyadic has produced in during
the previously three months requires six months notification by Polfa.

12.1.3 In cancellation utilisation percentage the capacity fermentor days per
period is ** of workdays. Workdays exclude any plant shutdowns such as vacation,
equipment breakdowns or scheduled maintenance.

12.1.4 Cancellation can only be for each fermentor independent of the other.
Cancellation of a fermentor must begin with the last added fermentor to actual
production. If the total fermentor days of all fermentations produced in the
previous three months is 75% of the total of all fermentors days activated for
Dyadic then there can be no cancellation of any fermentors.

12.1.5 In the case of cancellation of any fermentor Polfa may purchase the
installed equipment owned by Dyadic (see point 8. 1.) if Dyadic does not wish to
keep it for use at another location. The purchase price would be **. The formula
to be used would be **.

FIRST FERMENTOR

12.2.1 The First Fermentor can be ** .

12.2.2 In the first twelve months of use after the initial commercial production
in this fermentor no cancellation can be made for any production level.

12.2.3 In the second and third year of use Polfa may cancel the right to this
fermentor if Dyadic is utilising less than **.

12.2.4 After the third year of use Polfa. may cancel the right to this fermentor
if Dyadic is utilising less than **.

SECOND FERMENTOR

12.3. 12.3.1 Dyadic will have a guaranteed option to increase production to the
second ** years providing the first fermentor has not been cancelled.

12.3.2 After Dyadic has begun utilising the second Fermentor there is no
utilisation requirement for the **.

12.3.3 After the ** of production Polfa can cancel Dyadic's rights to this
fermentor if Dyadic is utilising ** days in the previous **.

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

THIRD AND FOURTH FERMENTOR

12.4.1 Dyadic has the right of first refusal on the third and fourth
fermentor for ** years. If Polfa have a bonafide offer or requirement for
production in the third or fourth fermentor, then Dyadic has ** to provide
production requirements to Polfa to fill ** of this fermentor's capacity days.
If Dyadic is not utilising the previous fermentor at this point, (i.e., Polfa
wishes to permanently contract for using the fourth fermentor while Dyadic is
only using the first and second fermentors) then the right of first refusal is
only valid for **.

12.4.2 If Dyadic begins production in the third or fourth fermentor, other than
for exercising the preceding option in 12.4.1, there will be no performance
level requirement for the first year of use.

12.4.3 After the second year of production cancellation can occur if Dyadic is
utilising ** the previous ** for the third or fourth fermentor.

13. TERM AND TERMINATION

13.1. This Agreement shall continue in effect from the Effective Date for ten
(10) years from effective date, with options for ** extensions each lasting for
a minimum of an additional ten (10) years, unless extended by mutual written
agreement of the Parties, or terminated pursuant to the provisions of Article
13.2.

13.2. In the event of default of a material term of this Agreement, the
aggrieved Party shall provide written notice of such a breach, and may terminate
this Agreement if such default is not cured within ninety (90) days of such
written notice.

13.3. In the event of the sale and/or transfer by the Parties or by its
successors of such of both Parties' assets which are necessary to implement this
Agreement, both Parties (or its successors) will require any such sale and/or
transfer to include an agreement by the Acquiring party to assume this Agreement
on the same terms and conditions set forth herein.

13.4. Upon termination of this agreement all Confidential Information, strains,
documentation, and technology are to be Immediately returned to DYADIC.

14. WARRANTY

14.1. Polfa warrants that the Product(s) shall meet the Product Specifications"
upon Quality Control clearance, but Polfa is not responsible for any quality
changes of Product(s) which appear during the storage of Product(s) in cooling
store at temperature 10(0)C.

14.2. Polfa will maintain insurance for Dyadic's final Product(s) to the same
extent that Polfa maintains its own products for a period of five days from the
date of Release Date.

15. BATCH SAMPLES, REPORTS AND QUALITY CONTROL

15.1. Polfa agrees to provide Dyadic with periodic reports (including, but not
limited to fermentation records showing all details of each fermentation and
recovery records) and samples as agreed to by the Parties as it is specified in
Appendix 4 to this Agreement.

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

15.2. The Parties agree that the quality control approval of the final
Product(s) - QC Release (Release Date) - shall be made by Polfa according to the
specification and procedures supplied by Dyadic for each Product(s). Dyadic may
amend this process at any time upon Polfa's prior written consent, which consent
shall not be unreasonably withheld.

16. ENTIRE AGREEMENT

This Agreement set forth the entire agreement of the Parties relating to the
subject matter hereof. All prior agreements, understandings and representations
are superseded by such Secrecy Agreement and this Agreement, and are without
further effect. This Agreement may be amended only by written agreements signed
by both Parties. Polfa acknowledges that only the President of Dyadic or his
written designee may on behalf of Dyadic modify or enter into any agreements
with Polfa.

17. NOTICE

All notices and other communications required or permitted by this Agreement
shall be in writing and shall be deemed to have been given when delivered by
hand or mailed, certified or registered mail return receipt requested and
postage prepaid.

(a)  If to Dyadic:
     Mark Emalfarb
     President
     Dyadic International, Inc.
     140 Intracoastal Pointe Drive - Suite 404
     Jupiter, Florida 33477; USA
     and to:
     Robert S. Levin
     Levin & Ginsburg Ltd.
     180 N. LaSalle Street, 22nd Floor
     Chicago, Illinois 60601 - 2794

(b)  If to Polfa:
     **
     Polfa Tarchomin S.A.
     2, A. Fleming Str.
     03 -0176 Warsaw, Poland

Either Party may change the address or designee to which notice shall sent by
giving written notice of such change to the other Party.

18. GOVERNING LAW

It is understood and agreed that the laws of Austria shall at all times and in
all respects govern the construction and interpretation of this Agreement. All
papers, agreement documents and instruments shall however be executed in
English, which shall be the controlling language of this Agreement.

The both Parties will do their best efforts to resolve all matters and disputes
in the amicably way.

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

All disputes arising from the interpretation of this Agreement - if not settled
amicably - shall be referred to the settlements to the Arbitration Court at the
International Chamber of Commerce in Vienna, Austria. The arbitration including
appointment of arbitrators shall be carried out in accordance with the valid
rules of the International Chamber of Commerce Rules of Arbitration.

The arbitration shall be conducted in the English language.

The award of Arbitration shall be final and binding for both parties. The
parties bind themselves to carry out the awards of the arbitrators.

19. INDEMNIFICATION

19.1. Dyadic shall indemnify and hold Polfa harmless against all claims and
expenses, including legal expenses arising out of the death of or injury and
disease to any person or persons or out of any damages to property, whether
during or after termination of this Agreement, resulting from the use of the
"Products" produced and delivered in accordance herewith and accepted by Dyadic
which is not attributable to the negligence of Polfa or its employee to follow
the process and the "Product Specification".

19.2. Polfa, will recognise that the strains and know-how are the sole property
of Dyadic and will use this technology and any other information to fulfil the
purpose of this Agreement and no other. Polfa recognises that the technology
revealed to Polfa by Dyadic contains certain Trade Secret information and Polfa
agrees to maintain the same degree of confidentiality and protection with regard
to the Trade Secrets of Dyadic as Polfa would maintain with regard to its own
Trade Secrets. Polfa agrees that it will not use this Trade Secret information
for its benefit or to the detriment of Dyadic except as needed for the
satisfactory performance of this Agreement.

19.3. For all purposes hereunder, the Parties hereto agree to act as, and
acknowledge, that each is an independent contractor to the other, with no
capacity to legally bind the other Party nor to act at its agent, employee,
joint venture or partner expect as specifically set forth herein, if at all, or
in a separate writing executed by the Party to be bound.

19.4. Dyadic represent to the best of its knowledge and belief that production
process(es) of Product(s) shall not infringe any third parties property rights.
Nevertheless, in case Polfa would be sued by reason of an infringement of third
parties property rights, Polfa shall promptly inform Dyadic thereof. Dyadic
shall then conduct itself any defence of such suit at its own expense and hold
Polfa harmless from and against any loss, claim, damage, expense or liability
resulting from such infringement. Polfa agrees to assist Dyadic, without,
however, assuming any monetary obligation.

20. FORCE MAJEURE

The Parties hereto shall not be liable for any failure to perform. as required
by this Agreement, to the extent such failure to perform is due to circumstances
reasonably beyond their control, such as labour disturbances or labour disputes
of any kind, accidents, failure of any governmental approval required for full
performance, civil disorders of commotion, acts of aggression, acts of God,
energy or other conservation measures, explosion, failure of utilities,
mechanical breakdowns, material shortages disease, or other such occurrences.

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

21. SEVERABILITY

If any part or provision of this Agreement is found to be invalid or
unenforceable, such part or provision will be deemed and amended so as to
achieve, as nearly as possible, the same economic affect as the original part or
provision and the remainder of this Agreement shall remain in full force and
effect.

22. HEADINGS/GENDER

Paragraph headings or the use of a particular gender in this Agreement are for
convenience and do not affect its construction or interpretation.

**

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>




                                   APPENDIX 1

**

1.       **

2.       **

3.       **

4.       **

5.       **

6.       **

7.       **







8.       **





9.       **


10.      **





11.      **







12.      **





13.      **


** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


14.      **

15.      **



** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>




                                   APPENDIX 3
                TERMS AND CONDITIONS OF STANDBY LETTER OF CREDIT

**



** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>




                                   APPENDIX 4
                          SAMPLES OF PRODUCTION REPORTS

**



** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>




                                 APPENDIX 4. 1.
                                       **


** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>




                                  APPENDIX 4.2.

                                       **


** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>




                                  APPENDIX 4.3.
                              RUN PARAMETERS REPORT



                                       **

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>



                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                              and have been separately filed with the Commission


                                                         POLFA TARCHOMIN(R) S.A.
- --------------------------------------------------------------------------------

Centrala tel. 811 00 61, 811 80 1                          TARCHOMINSKIE ZAKLADY
Sekretariat tel. 811 03 51, fax 614 52 80                FARMACEUTYCZNE  "POLFA"
Dzial Sprezedazy tel. 811 95 00, 811 66 67                        SPOLKA AKCYJNA
Fax 811 04 66, tel/fax 811 18 23                 ul. Fleminga 2, 03-176 Warszawa
Dzial Eksportu tel/fax 811 18 09
                                                       Warsaw, February 11, 2004


MR. MARK EMALFARB
PRESIDENT & CHIEF EXECUTIVE OFFICER
DYADIC INTERNATIONAL, INC.
140 Intracoastal Pointe Drive
Jupiter, Florida 33477 USA

Hereby, Polfa Tarchomin S.A. having its business seat at: 2, A.Fleminga Street;
03-176 Warsaw; Poland presents and confirms that it recognizes the existing
terms and conditions of the Contract Manufacturing Agreement concluded by and
between Polfa Tarchomin S.A. and Dyadic International, Inc. on October 27, 1999
and it will provide Dyadic International, Inc. with required fermentation
capacity according to the following time schedule:

      -    **;

      -    **;

      -    **.

Preliminary schedule will contain the following information:

      -    the scope of modernization, i.e. required investments and works;

      -    duties and responsibilities of each party;

      -    preliminary time table required to realize the whole project;

      -    period of time to be necessary to start this modernization
           from the date of Dyadic's order to beginning of the works,

Polfa Tarchomin S.A. will secure the funds to carry out these modernizations.

/s/  [Illegible]
- ------------------------
President, General Manager


Date: 11/02/04
      -----------------------



** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


                              LETTER OF UNDERTAKING

Hereby, Dyadic International, Inc. having its business seat at: 140 Intracoastal
Pointe Drive - Suite 404, Jupiter, Florida 33477, USA

represented by:
Mr. Mark Emalfarb - President, Chief Executive Officer

confirms and presents that this letter provides the Board of Directors of Polfa
Tarchomin S.A. with Dyadic International, Inc.' guarantee which Polfa Tarchomin
S.A. can utilize to support Polfa Tarchomin S.A. application for credit.
According to the terms and conditions of this guarantee agreement, upon
completion of each step of modernization, Dyadic International, Inc. shall be
obliged to provide Polfa Tarchomin S.A. with orders as is customary for
toll-manufacturing of Industrial Enzymes and to take back manufactured
Industrial Enzymes in amount equal to production, made utilizing not less **
capacity fermenters days during the whole period of the return of agreed
modernization costs by Dyadic International, Inc. to Polfa Tarchomin S.A.
provided that Polfa Tarchomin S.A. will make available to Dyadic International,
Inc. required fermentation capacity according to the time schedule outline in
Polfa Tarchomin's letter dated February 11, 2004,

**

Dyadic International, Inc. agrees and accepts the time schedule of realization
of modernization by Polfa Tarchomin S.A.

This letter is enclosure to the Contract Manufacturing Agreement and it
constitutes the integral part of this Agreement.


/s/  Mark Emalfarb
- --------------------------------
Mark Emalfarb - President of
Dyadic International, Inc.

2-1-2004
- --------------------------------
date:


** CONFIDENTIAL TREATMENT REQUESTED


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>4
<FILENAME>ex10_18.txt
<TEXT>
                                                                   Exhibit 10.18

                                      Confidential Treatment Requested indicates
                                    portions of this document have been redacted
                              and have been separately filed with the Commission


                         Dated 21st day of October 1998


                              ROBERT ALBERT SMEATON

                            RAYMOND CHIH CHUNG KWONG
                             collectively as Vendors



                                       and


                       GENEVA INVESTMENT HOLDINGS LIMITED
                                  as Purchaser


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

                                    AGREEMENT
                                   relating to
                         the sale and purchase of 70% of
                       the entire issued share capital of
                                       **

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







                                  EDE CHARLTON
                               13/F Wing On Centre
                               111 Connaught Road
                                     Central
                                    Hong Kong
                               Tel: 852 2905 7888
                               Fax: 852 2854 9596
                            (Ref: C/ECC193.01/GN/NT)



** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

THIS AGREEMENT is made on 21st day of October, 1998

BETWEEN:

(1)      ROBERT ALBERT SMEATON of Blocks C-D, 2nd Floor, G. Lee Industrial
         Building, 77-81 Chai Wan Kok Street,, New Territories, Hong Kong;

(2)      RAYMOND CHIH CHUNG KWONG of Blocks C-D, 2nd Floor, G. Lee Industrial
         Building, 77-81 Chai Wan Kok Street, New Territories, Hong Kong; and

         Robert Albert Smeaton and Raymond Chih Chung Kwong shall hereinafter be
         collectively referred to as the "VENDORS".

(3)      GENEVA INVESTMENT HOLDINGS LIMITED a company incorporated in the
         British Virgin Islands whose registered office is situate at Craigmuir
         Chambers, PO Box 71, Road Town, Tortola, British Virgin Islands
         ("PURCHASER").

RECITALS:

A.       ** is a company incorporated in Hong Kong.

B.       The Vendors together are the legal and beneficial owners of 95% of the
         entire issued share capital of **.

C.       The Vendors together wish to sell and the Purchaser wishes to purchase
         70% of the entire issued share capital of ** subject to, and on the
         terms of, this Agreement.

D.       ** has on even date entered into a business acquisition agreement
         ("BUSINESS ACQUISITION AGREEMENT") as the purchaser with the Vendors,
         Tsang Kwok Kwong and ** ("PURIDET HONG KONG") together as the vendors
         under which ** agreed to acquire the Business Assets (as defined in the
         Business Acquisition Agreement) including the Capital Contribution in
         ** (as defined in the Business Acquisition Agreement) so that after the
         acquisition, ** would (i) carry on the Business (as defined in the
         Business Acquisition Agreement) as a going concern in succession to the
         Vendors and ** with effect from the opening of the business on 19
         October 1998; and (ii) wholly own the Subsidiary (as defined in clause
         1,1 hereinbelow).

E.       Whilst technically all of the issued shares of ** carry the same voting
         rights, the parties have agreed that as regards a portion of the shares
         being purchased by the Purchaser hereunder, in respect of which
         immediate payment will not be made, the Purchaser shall not exercise
         voting rights in respect of such shares unless and until, and to the
         extent, that such shares are paid for in the manner as stipulated in
         this Agreement.


** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


NOW IT IS HEREBY AGREED as follows:

1.       INTERPRETATION

1.1      In this Agreement unless the context otherwise requires:

(a) the following expression shall have the following meanings:

           Expression                       Meaning.
           ----------                       -------

           "Companies Ordinance"            the Companies Ordinance (Chapter 32,
                                            as amended, of the Laws of Hong
                                            Kong)

           "Company"                        **, a company incorporated in Hong
                                            Kong under the Companies Ordinance
                                            certain basic information about
                                            which is set out in Schedule I Part
                                            B

           "Completion"                     completion of the sale and purchase
                                            of the Sale Shares in accordance
                                            with the terms and conditions of
                                            this Agreement

           "Completion Date"                the date on which Completion occurs

           "Conditions"                     the conditions set out in Clauses
                                            2.1 and 2.2

           "Consideration"                  the consideration for the sale of
                                            the Sale Shares payable by the
                                            Purchaser to the Vendor pursuant to
                                            clause 4

           "disclosed"                      any matter fairly and properly
                                            disclosed in this Agreement or any
                                            document expressly referred to and
                                            identified in this Agreement or
                                            provided or made available or
                                            otherwise disclosed in writing to
                                            the President or Chief Operating
                                            Officer of ** (and/or any of their
                                            agents) and any fact or matter
                                            contained or referred to in (or
                                            which could be reasonably deduced
                                            from) this Agreement or such
                                            document or written disclosure

           "Group"                          the Company and the Subsidiary

           "HK$"                            Hong Kong dollars

           "Non-Voting Shares"              90 shares of HK$1.00 each of
                                            the Company which are legally and
                                            beneficially owned by the Vendors
                                            free of encumbrances and registered
                                            in the names of the Vendors and form
                                            part of the Sale Shares

** CONFIDENTIAL TREATMENT REQUESTED

                                       2
<PAGE>


           "PRC" or "China"                 the People's Republic of
                                            China but excluding for the purpose
                                            of this Agreement Hong Kong, Macau
                                            and Taiwan

           "Property"                       Blocks C-D, 2nd Floor, G. Lee
                                            Industrial Building, 77-81Chai Wan
                                            Kok Street, New Territories, Hong
                                            Kong

           "SaleShares"                     140 shares of HK$1.00 each
                                            of the Company which are legally and
                                            beneficially owned by the Vendors
                                            (which for the avoidance of doubt
                                            include the first subscriber shares
                                            of the Company) and registered in
                                            the names of the Vendors as set out
                                            in Schedule I Part A

           "Subsidiary"                     **, a
                                            wholly-foreign-owned-enterprise
                                            established under the laws of the
                                            PRC certain basic information about
                                            which is set out in Schedule I Part
                                            C

           "Tenancy Agreement" or           tenancy agreement in respect of the
           "Tenancy"                        Property



           "Warranties"                     the representations, warranties and
                                            undertakings set out in Schedule II

           "US$"                            United States dollars

(b)        words and expressions defined in the Companies Ordinance shall bear
           the same respective meanings herein;


(c)        references to any statute or statutory provision shall include any
           statute or statutory provision which amends or replaces, or has
           amended or replaced, it and shall include any subordinate legislation
           made under the relevant statute;

(d)        a body corporate shall be deemed to be associated with another body
           corporate if it is a holding company or a subsidiary of that other
           body corporate or as subsidiary of a holding company of that body
           corporate;

(e)        references to clauses and sub-clauses and Schedules are to clauses
           and sub-clauses of and Schedules to this Agreement;

(f)        references to writing shall include typewriting, printing,
           lithograph, photography, telecopier and telex messages and any mode
           of reproducing words in a legible and non-transitory form;

(g)        words importing the singular include the plural and vice versa, words
           importing a gender include every gender and references to persons
           include bodies corporate or unincorporate; and

** CONFIDENTIAL TREATMENT REQUESTED

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(h)        any document expressed to be "in the approved form" means a document
           approved by the parties hereto and (for the purpose of
           identification) signed on behalf of the Vendors and the Purchaser.

1.2        Headings are for convenience only and shall not affect the
           construction of this Agreement.

1.3        In construing this Agreement:-

           (i)        the rule known as the ejusdem generis rule shall not apply
                      and accordingly general words introduced by the word
                      "other" shall not be given a restrictive meaning by reason
                      of the fact that they are preceded by words indicating a
                      particular class of acts, matters or things;

           (ii)       general words shall not be given a restrictive meaning by
                      reason of the fact that they are followed by particular
                      examples intended to be embraced by the general words; and

           (iii)      reference to "the Vendors" shall where the context permits
                      be deemed to include also a reference to each of them.

1.4      Unless otherwise expressly provided to the contrary, all
         representations, warranties, undertakings, indemnities, covenants,
         agreements, obligations given or entered into by the Vendors are deemed
         to be given and entered into by the Vendors jointly and severally and
         the Vendors' liabilities thereunder shall also be joint and several.

1.5      The Schedules form part of this Agreement and shall have the Same force
         and effect as if expressly set out in the body of this Agreement and
         any reference to this Agreement shall include the Schedules.

2.       CONDITIONS

2.1      Subject to any written waiver pursuant to clause 2.4, this Agreement is
         conditional upon the completion of the Business Acquisition Agreement
         in accordance with the terms thereof in all material respects.

2.2      Without prejudice to clause 2.1, this Agreement is further conditional
         upon nothing coming to the Purchaser's attention prior to Completion
         indicating that any of the Warranties do not remain true and accurate
         in all material respects up to Completion.

2.3      The Vendors will use all reasonable endeavors to ensure that the
         Conditions in cause 2.1 is fulfilled within 10 business days after
         signing hereof. In the event that the Conditions are not fulfilled (or
         waived by the Purchaser) within the time stipulated aforesaid, then the
         Purchaser shall be entitled to (but not obliged to) forthwith rescind
         this Agreement in writing to the Vendors and this Agreement shall
         become null and void and of no further effect, in which event the
         parties hereto shall be released from all their obligations hereunder
         without liability but without prejudice to the rights accrued to the
         parties prior to such rescission for any antecedent breach.

** CONFIDENTIAL TREATMENT REQUESTED

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<PAGE>


2.4      The Purchaser reserves the right to waive (to such extent as it may
         think fit) compliance with the Conditions or any part thereof but
         without prejudice to any other right which the Purchaser may have under
         this Agreement. The Purchaser shall be deemed to have waived the
         compliance with the Conditions or accepted the Conditions as having
         been satisfied in all aspects if the Purchaser shall proceed with
         Completion.

3.       SALE AND PURCHASE

3.1      On the terms set out in this Agreement and subject to the Conditions:

         (a)      each of the Vendors shall sell as beneficial owner the number
                  of Sale Shares (including for the avoidance of doubt the
                  proportion thereof which are Non-Voting Shares) set opposite
                  his name in Schedule I Part A to the Purchaser free from all
                  liens, charges, encumbrances, equities and adverse interests
                  and with all rights attached or accruing thereto at 19 October
                  1998 (including the right to receive all dividends and other
                  distributions declared, made or paid on or after such dates)
                  with effect as of and from 19 October 1998 but subject to
                  clause 4.3 with respect to the Non-Voting Shares; and

         (b)      the Purchaser relying on the representations, warranties,
                  undertakings and indemnities of the Vendors contained or
                  referred to herein shall purchase the number of Sale Shares
                  set opposite each of the Vendors' names in Schedule I Part A
                  with effect as of and from 19 October 1998.

         The transfer of all Sale Shares shall take effect from 19 October 1998.
         For avoidance of doubt, with effect as of and from 19 October 1998, the
         Purchaser shall be entitled, as beneficial owner of the Sale Shares to
         (i) receive all dividends and other distributions declared, made or
         paid in or after 19 October 1998 in respect of the Sale Shares; (ii)
         exercise all voting powers and rights in respect of the Sale Shares
         (subject however to the Purchaser's undertaking in clause 4.3(a) not to
         vote the Non-Voting Shares except to the extent such shares are fully
         paid for) and (iii) enjoy all such other rights, powers and benefits as
         shall be conferred on the registered holder of the Sale Shares under
         the articles of association of the Company or otherwise.

3.2      The Vendors hereby irrevocably waive and undertake to procure the
         waiver of all rights of pre-emption and all other restrictions
         whatsoever on transfer over or in respect of the Sale Shares or any of
         them to which they or any other person may be entitled under the
         articles of association of the Company or otherwise.

4.       CONSIDERATION AND PAYMENT

4.1      The Consideration shall be ** Provided that of this amount ** shall not
         be paid at Completion and any payments in respect of this retained
         amount shall be governed by the provisions of clause 4.3. Each Vendor's
         share of entitlement to the Consideration (in percentage) is set
         against his respective name in Schedule I Part A.

** CONFIDENTIAL TREATMENT REQUESTED

                                       5
<PAGE>


4.2      The Purchaser shall pay to the Vendors US$500,000 (Five Hundred
         Thousand US Dollars) as a fixed non-adjustable first stage payment of
         the Consideration ("INITIAL PAYMENT") at Completion.

4.3      Voting in respect of the Non-Voting Shares and payment for the
         Non-Voting Shares shall be governed by the following provisions:

         (a)      the Purchaser undertakes to the Vendors not to exercise the
                  voting rights in respect of or attached to any of the
                  Non-Voting Shares unless and until, and to the extent, such
                  shares have been paid for pursuant to the provisions of
                  sub-clause (b) below;

         (b)      For every US$20,000 of Consideration paid by the Purchaser
                  subsequent to the payment of US$500,000 of the Consideration
                  paid pursuant to clause 4.2 above, the Purchaser shall be
                  totally released from its undertaking in sub-clause (a) in
                  respect of two (2) Non-Voting Shares (for the purpose of
                  identification, the share numbers of which the Purchaser may
                  choose at its discretion). Any such subsequent Consideration
                  which is paid shall be paid by the Purchaser by delivering a
                  cheque to each Vendor respecting such Vendor's share of
                  entitlement to such Consideration.

         (c)      To the extent the Non-Voting Shares have not already been paid
                  for pursuant to sub-clause (b), the Vendors may by notice in
                  writing require the Purchaser forthwith to pay for any
                  Non-Voting Shares which have not by then been paid for, once
                  the accumulated realised net profits (i.e., income minus
                  expenditure (including but without limitation to all taxes,
                  salaries and expenses paid to the Vendors and all expenses
                  incurred in connection with the Business)) after tax since 19
                  October, 1998 (after taking into account any losses since 19
                  October, 1998 and adding back any fees or remuneration payable
                  and paid by the Company to the directors nominated by the
                  Purchaser and other expenses incurred by the Purchaser on
                  account of the Company without the consent of the Vendors), as
                  audited by an independent public auditor of the Company,
                  equals or exceeds US$900,000 (Nine Hundred Thousand US
                  Dollars) Provided only that the assessment of whether this
                  target has been reached may only be made following preparation
                  of financial statements of the Company in respect of any
                  year-end (i.e. March 31) or half year period (i.e. September
                  30).

                  For the avoidance of doubt, the accumulated realised net
                  profits aftertax aforesaid are before dividends and other
                  distributions declared, made or paid, if any. The Purchaser
                  shall pay for the Non-Voting Shares which have not been paid
                  for forthwith upon receiving the notice of the Vendors issued
                  in accordance with this sub-clause(c) except in the case of
                  manifest error.

4.4      The Vendors and the Purchaser agree and undertake with each other that
         unless and until one shareholder obtains voting rights to at least
         50.01 percent of the entire issued share capital of the Company,
         unanimous consent of all shareholders shall be required for any matter
         that under general law or the Company's constitutional documents
         requires a majority vote of votes cast by shareholders. Without
         prejudice to the Purchaser's undertaking in clause 4.3(a), given that
         technically the Non-Voting Shares do not represent a formal class of
         shares without voting rights, for the purpose of this clause 4.4, the
         Purchaser shall be deemed not to have any voting rights in respect of
         any Non-Voting Shares for which payment has not been made pursuant to
         clause 4.3 as if such Non-Voting Shares did constitute such a class of
         shares.

** CONFIDENTIAL TREATMENT REQUESTED

                                       6
<PAGE>



4.5      The Vendors and the Purchaser further agree that they shall endeavour
         to promote the business of the Company and maximize its profits and the
         business of the Company shall be conducted in substantially the same
         manner as that prior to Completion, in each case until the Non-Voting
         Shares have been paid for. In particular, the Purchaser agrees that to
         the extent practicable and reasonable, it shall:

         (a)      supply the Company with ** enzymes at reasonably competitive
                  prices; and

         (b)      promote the Company's non-enzyme products through its
                  affiliates and distribution channels; and

         Provided That the Vendors are aware of and fully understand and agree
         that ** has other customers with which it deals directly in relation to
         the same business of the Company and ** will and shall be entitled to
         continue to deal directly with these customers in any manner in the
         future as it deems fit at its sole discretion.

4.6      The Vendors and the Purchaser further agree to procure that the Company
         shall not reduce or increase its share capital on or before 18 October
         2000 except with the prior consent of the Vendors and the Purchaser.

5.       COMPLETION

5.1      Completion of the sale and purchase of the Sale Shares shall take place
         at such time as may be agreed between the parties hereto within three
         business days of the fulfillment of the Conditions at the office of Ede
         Charlton at 13th Floor, Wing On Centre, 111 Connaught Road Central,
         Hong Kong, when all (but not part only) of the following business shall
         be transacted:

         (a)      the Vendors shall confirm to the Purchaser of the fulfillment
                  of the Conditions;

         (b)      the Vendors shall deliver to or to the order of the
                  Purchaser:-

                  (i)      duly executed sold notes in a form complying with the
                           Stamp Duty Ordinance in favour of the Purchaser
                           and/or its nominee(s) in respect of the Sale Shares,
                           together with a cheque drawn on an account with a
                           licensed bank in Hong Kong in favour of the
                           "Government of the Hong Kong Special Administrative
                           Region" for an amount equal to the ad valorem stamp
                           duty payable under the Stamp Duty Ordinance in
                           respect of the said sold notes;

** CONFIDENTIAL TREATMENT REQUESTED

                                       7
<PAGE>

                  (ii)     instruments of transfer in respect of the Sale Shares
                           duly executed by or on behalf of the Vendors and
                           their nominees (as the registered holders and
                           transferors of the Sale Shares) in favour of the
                           Purchaser and/or its nominee;

                  (iii)    all share certificates in respect of the Sale Shares;

                  (iv)     a written letter from Tsang Kwok Kwong irrevocably
                           waive all rights of pre-emption and all other
                           restrictions whatsoever vis-a-vis the Purchaser on
                           transfer over or in respect of the Sale Shares and
                           the Option Shares (as defined in clause 6) or any of
                           them to which he may be entitled under the articles
                           of association of the Company or otherwise; and

                  (v)      such other documents as may be reasonably required by
                           the Purchaser which are necessary according to law to
                           give a good title to the Sale Shares and to enable
                           the Purchaser and/or its nominee to be registered as
                           the holders thereof;

         (c)      the Vendors shall deliver to or to the order of the Purchaser
                  the statutory books (which shall be written up to but not
                  including the Completion Date), certificate of incorporation
                  and each certificate of incorporation on change of name;

         (d)      the Vendors shall procure a board meeting of the Company to be
                  held at which:-

                  (i)      the Purchaser and/or its nominee shall be approved
                           for registration as the holder(s) of the Sale Shares
                           subject only to the relevant instruments of transfer
                           being duly stamped and presented for registration;

                  (ii)     signed resignation in approved form from Tsang Kwok
                           Kwong as secretary of the Company shall be tendered
                           and approved, such resignation to take effect on
                           Completion Date;

                  (iii)    The President and Chief Operating Officer of ** shall
                           each be appointed directors of the Company, and such
                           person as they shall nominate shall be appointed as
                           secretary, such appointments to take effect (in the
                           case of the directors) on the Completion Date; and

         (e)      the Purchaser shall:

                  (i)      pay the Initial Payment in accordance with clause 4.2
                           by delivering to each Vendor a cheque representing
                           such Vendor's share of entitlement to the Initial
                           Payment; and

                  (ii)     deliver to the Vendors a certified true copy of the
                           resolution of the sole director of the Purchaser
                           approving the purchase and the related transactions
                           contemplated herein and the execution and completion
                           of this Agreement and all other associated deeds and
                           documents.

** CONFIDENTIAL TREATMENT REQUESTED

                                       8
<PAGE>

5.2      The Purchaser shall not be obliged to complete this Agreement or
         perform any obligations under this clause 5 unless theVendors
         demonstrate that they are able to comply fully with the requirements of
         clause 5.1 and the Vendors shall not be obliged to complete this
         Agreement or perform any obligations under this Clause 5 unless the
         Purchaser demonstrates that it is able to comply fully with the
         requirements of Clause 5.1(e).

6.       TRANSFER OF SHARES

6.1      Each of the Vendors hereby agrees and undertakes not to sell, transfer,
         charge, encumber, grant options over or otherwise dispose of or create
         encumbrances over, or of any beneficial interest in, any of his shares
         in the capital of the Company now owned or hereafter acquired by him
         under or pursuant to the articles of association of the Company or
         otherwise within the Option Period except with the prior written
         consent of the President of the Purchaser given at his sole discretion.

6.2      For a period of twenty (20) years after the Completion Date ("OPTION
         PERIOD") and so long as any of the Vendors shall beneficially own any
         shares in the capital of the Company, the Purchaser shall have a call
         option over each of such shares exercisable at any time and from tune
         to time after the Consideration has been fully paid and in any event
         not earlier than two (2) years after the Completion Date, to purchase
         the Option Shares at the Prescribed Price (as defined in clause 6 9)
         ("OPTION"). The Purchaser may exercise the Option by serving a written
         notice ("OPTION NOTICE") on the relevant Vendor ("SELLER") requiring
         him to transfer all or such number of shares he beneficially owns in
         the capital of the Company ("OPTION SHARES") to the Purchaser and/or
         its nominee at the Prescribed Price.

6.3      Upon service of the Option Notice, the Seller shall be bound to sell
         the Option Shares to the Purchaser and/or its nominee at the Prescribed
         Price.

6.4      Completion of the sale and purchase of the Option Shares shall take
         place at the Company's registered office on a date to be appointed by
         [its board of directors] whereupon:

         (a)      the Seller shall, if requested by the Purchaser, resign as a
                  director of the Company;

         (b)      the Seller shall deliver or procure to be delivered to the
                  Purchaser and/or its nominee duly executed transfer documents
                  to effect the sale of the Option Shares together with the
                  respective share certificate(s) relating thereto; and

         (c)      the Purchaser shall pay the Prescribed Price to the Seller.

6.5      The Option Shares shall be sold and transferred with all rights and
         benefits attaching thereto at the date of the Option Notice and free
         from all charges, liens, encumbrances, claims and other third party
         rights whatsoever. Any stamp duty or other tax payable on the transfer
         of the Option Shares shall be borne by the Purchaser.

** CONFIDENTIAL TREATMENT REQUESTED

                                       9
<PAGE>

6.6      If the Seller shall make default in transferring any of the Option
         Shares pursuant to this clause 6, the Company may receive the purchase
         money on behalf of the Seller and the Seller hereby appoints any one
         director of the Company as his attorney to execute the relevant
         transfer documents pursuant to sub-clause 6.4(b) and upon execution of
         such documents, the Company shall hold the purchase money in trust for
         the Seller. The receipt of the purchase money shall be good discharge
         to the Purchaser (who shall not be concerned with the application
         thereof) and, after the names of the transferee(s) has or have been
         entered in the register of members of the Company, the validity of the
         proceedings as respect such transferee(s) shall not be questioned by
         any person except on the ground of breach of this Agreement on the part
         of the Purchaser.

6.7      The Vendors shall exercise and procure the exercise of all voting and
         other rights available to them to ensure the implementation of the
         foregoing provisions of this clause 6 and any provisions contained in
         the articles of association of the Company restricting transfers of the
         Option Shares shall be waived or suspended to allow such sales and
         purchases to proceed as provided above.

6.8      For a period of twenty-four months commencing eighteen (18) months
         after the Completion Date, each Vendor shall have a put option
         exercisable against the Purchaser over all (but not part only) of the
         shares ("OPTION SHARES") beneficially owned by him in the capital of
         the Company ("PUT OPTION"). The Put Option shall be exercisable at any
         time during the said twenty-four months period at the Prescribed Price
         (as defined in clause 6.9) by serving a written notice on the Purchaser
         ("OPTION NOTICE"). Upon service of the Option Notice the Purchaser
         (and/or its nominee(s)) shall be bound to purchase and the Vendor
         serving the Option Notice ("SELLER") shall be bound to sell the Option
         Shares at the Prescribed Price and clauses 6.4 to 6.7 (both inclusive)
         shall apply, mutatis mutandis.

6.9      For the purposes of this clause 6, the Prescribed Price for the Option
         Shares shall be:

         (a)      if at the date of the Option Notice, the Seller shall have
                  terminated his service agreement with the Company (other than
                  by reason of death or physical incapacity or termination by
                  and on the default of the Company) before the expiration of
                  eighteen (18) months from the commencement of his employment
                  under the service agreement, One Hong Kong Dollar (HK$1); or

         (b)      if at the date of the Option Notice, the Seller shall have
                  terminated his service agreement with the Company (other than
                  by reason of death or physical incapacity or termination by
                  and on the default of the Company) before the expiration of
                  two years but after the expiration of eighteen months from the
                  commencement of his employment under the service agreement,
                  then:

                  (i)      the Prescribed Price of 25% of the Option Shares
                           shall be One Hong Kong Dollar (HK$1); and

                  (ii)     the Prescribed Price of 75% of the Option Shares
                           shall be a percentage of the then entire issued share

** CONFIDENTIAL TREATMENT REQUESTED

                                       10
<PAGE>

                           capital of the Company represented by 75% of the
                           Option Shares times a sum in US$ equivalent to one
                           and a half (1.5) times the before tax operative
                           profit of the Company for the twelve months
                           proceeding the date of the Option Notice. ("RELEVANT
                           PROFIT"); or

         (c)      in any other circumstances, a percentage equivalent to the
                  percentage of the then entire issued share capital of the
                  Company represented by the Option Shares times a sum in US$
                  equivalent to one and a half (1.5) times the Relevant Profit

         For the purposes of this clause 6.9, the auditor of the Company is
         hereby irrevocably instructed to determine the Relevant Profit (or, if
         he refuses to act, a person nominated by the President of the Hong Kong
         Society of Accountants); taking into account all such circumstances as
         shall seem to him relevant. The auditor or such person nominated by the
         President of the Hong Kong Society of Accountants as the case may be is
         hereby instructed to act as expert and not as arbitrator and his
         decision shall (save in respect of manifest error) be final and binding
         on the Seller and the Purchaser for all purposes and his costs shall be
         borne by the Company.

7.       WARRANTIES

7.1      The Vendors hereby jointly and severally:

         (a)      represent, warrant and undertake to the Purchaser in the terms
                  set out in Schedule II and accepts that the Purchaser is
                  entering into this Agreement and each part thereof in reliance
                  upon each of the Warranties.

         (b)      undertake to indemnify the Purchaser against any reasonable
                  costs (including all reasonable legal costs), expenses or
                  other liabilities, which it may incur in connection with any
                  of the Warranties being untrue or misleading or having been
                  breached.

         No information relating to the Business of which the Purchaser has
         knowledge (actual or constructive) save only for the information
         disclosed shall prejudice any claim made by the Purchaser under the
         Warranties or operate to reduce any covenant herein.

7.2      Without prejudice to any other remedy available to the Purchaser or its
         ability to claim damages on any basis which is available by reason of
         any of the Warranties being untrue or misleading or being breached, the
         Vendors jointly and severally undertake to pay to the Purchaser or (in
         the case of a liability to another person which has not been
         discharged) to the person to whom the liability has been incurred an
         amount equal to any deficiency or liability of the Company and/or the
         Subsidiary which arises from any of the Warranties being untrue,
         misleading or breached and which would not have existed or arisen if
         the Warranty in question had not been untrue, misleading or breached.

7.3      Each of the Warranties shall be construed as a separate Warranty and
         (save as expressly provided to the contrary) shall, not be limited or
         restricted by reference to or inference from the terms of any other
         Warranty.

** CONFIDENTIAL TREATMENT REQUESTED

                                       11
<PAGE>

7.4      The Vendors hereby jointly and severally undertake that they will from
         time to time and within a period of 24 months after Completion,
         forthwith disclose in writing to the Purchaser any event, fact or
         circumstance which may become known to either of the Vendors after the
         date hereof and which is materially inconsistent with any of the
         Warranties or which could reasonably be expected materially to affect a
         purchaser for value of any of the Sale Shares or which may entitle the
         Purchaser to make any claim under this Agreement.

8.       ANNOUNCEMENTS

8.1      Subject to any applicable statutory or regulatory rules, or otherwise
         as may be required, none of the parties hereto shall make any public
         announcement in relation to the transactions the terms is of which are
         set out in this Agreement or the transactions or arrangements hereby
         contemplated or herein referred to or any matter ancillary hereto or
         thereto without the prior consent of the other parties (which consent
         shall not be unreasonably withheld or delayed).

9.       COSTS

9.1      Each party shall pay its own costs in relation to the negotiations
         leading up to the sale and purchase of the Sale Shares and to the
         preparation, execution and carrying into effect of this Agreement.

9.2      Notwithstanding anything herein provided, the Vendors shall pay all ad
         valorem stamp duty on the sale of the Sale Shares and the Purchaser
         shall pay all ad valorem stamp duty on the purchase of the Sale Shares.

10.      FURTHER ASSURANCE

10.1     Each of the parties hereto undertakes to the other parties that it will
         do all such acts and things and execute all such deeds and documents as
         may be necessary or desirable to carry into effect or to give legal
         effect to the provisions of this Agreement and the transactions hereby
         contemplated.

10.2     At all times (whether before or after Completion (so long as the
         relevant Vendor is under a service contract with the Company)) the
         Vendors shall at their own cost and expense provide or procure to be
         provided to the Purchaser all such information relating to the Business
         and/or the affairs of the Company and/or the Subsidiary as they may
         have in their possession or under their control as the Purchaser shall
         from time to time reasonably require and, for this purpose, shall give
         the Purchaser and its representatives, agents and advisers full access
         to, and permit them to copy, all such information.

11.      ACCESS TO INFORMATION

         As from the date of this Agreement until Completion the Vendors shall
         give and. shall procure that the Purchaser and any persons authorised
         by it will be given all such information relating to the Group and such
         access to the premises and copies of all books, title deeds, records,
         accounts and other documentation of the Group as the Purchaser may
         reasonably request and be permitted to take copies of any such books,
         deeds, records, accounts and other documentation and that the officers
         and employees of the Group shall be instructed to give promptly all
         such information and explanations to any such persons as aforesaid as
         may be requested by it or them.

** CONFIDENTIAL TREATMENT REQUESTED

                                       12
<PAGE>

12.      MISCELLANEOUS

12.1     Any provision of this Agreement which is capable of being performed
         after but which has not been performed at or before Completion and all
         warranties and indemnities and other undertakings contained in or
         entered into pursuant to this Agreement shall remain in full force and
         effect notwithstanding Completion.

12.2     The Vendors shall not assign or transfer, or purport to assign or
         transfer, any of their rights or obligations arising under this
         Agreement without the prior written consent of the Purchaser but the
         Purchaser may assign or transfer all or any part of its rights and
         obligations arising under this Agreement to any associated company
         which is a subsidiary or parent company of the Purchaser or a company
         under the control of the Purchaser or of the same person as is the
         Purchaser (and for the purposes of this clause 12.2 "control" shall
         have the same meaning as defined in Section 2(2) of the Inland Revenue
         Ordinance (Cap.112 of the Laws of Hong Kong)).

12.3     This Agreement shall be binding on and enure for the benefit of the
         successors of each of the parties but shall not be assignable.

12.4     Any remedy conferred on a party for breach of this Agreement (including
         the breach of any Warranty) shall be cumulative, in addition and
         without prejudice to all other rights and remedies available to it and
         the exercise of or failure to exercise any remedy shall not constitute
         a waiver by a party of any of its rights or remedies.

12.5     This Agreement constitutes the whole agreement between the parties
         relating to the transactions hereby contemplated (no party having
         relied on any representation or warranty made by any other party which
         is not a term of this Agreement) and no future variation and/or waiver
         shall be effective unless made in writing and signed by each of the
         parties.

12.6     This Agreement shall supersede all and any previous agreements or
         arrangements between the parties hereto or any of them relating to the
         Company or to any other matter referred to in this Agreement and all or
         any such previous agreements or arrangements (if any) shall cease and
         determine with effect from the date hereof.

12.7     If at any time any provision of this Agreement is or becomes illegal,
         invalid or unenforceable in any respect, the remaining provisions
         hereof shall in no way be affected or impaired thereby.

12.8     The provisions of clause 14.12 of the Business Acquisition Agreement
         shall be deemed to be repeated herein, mutatis mutandis (for the
         avoidance of doubt, including cross-references to other provisions in
         that agreement relating to "Regular Warranties" and "Special
         Warranties" and so that cross-references to this Agreement and the
         parties shall be deemed to be repeated but with references to the
         Business Acquisition Agreement and the parties thereto).


** CONFIDENTIAL TREATMENT REQUESTED

                                       13
<PAGE>


13.      NOTICES

         (a)      Any notices (which term shall include any other communication)
                  required to be given under this Agreement or in connection
                  with the matters contemplated by it shall, except where
                  otherwise specifically provided, be in writing in the English
                  language.

         (b)      Any such notice shall be addressed as provided in clause
                  13.1(c) and may be:

                  (i)      personally delivered, in which case it shall be
                           deemed to have been given upon delivery at the
                           relevant address; or

                  (ii)     sent by pre-paid post in which case it shall be
                           deemed to have been given 7 days after the date of
                           posting; or

                  (iii)    sent by facsimile, in which case it shall be deemed
                           to have been given when dispatched, subject to
                           confirmation of uninterrupted transmission by a
                           transmission report.

         (c)      The addresses and other details of the parties referred to in
                  clause 13.1(b):

                  Name:                     Robert Albert Smeaton
                  Address:                  **
                  Fax No.:                  **

                  Name:                     Raymond Chih Chung Kwong
                  Address:                  **
                  Fax No.:                  **

                  Name:                     Geneva Investment Holdings Limited
                  Address:                  c/o Deacons Graham & James
                                            3-6/F., Alexandra House,
                                            Chater Road,
                                            Central,
                                            Hong Kong
                  Fax No.:                  (852) 2810-0431

14.      TIME OF THE ESSENCE

         Time shall be of the essence of this Agreement.

15.      LAW AND ARBITRATION

15.1     This Agreement shall be governed by, and construed in accordance with,
         the laws of the Hong Kong Special Administrative Region.


** CONFIDENTIAL TREATMENT REQUESTED

                                       14
<PAGE>


15.2     Any dispute, controversy or claim arising out of or relating to this
         Agreement, or the breach termination or invalidity thereof, shall be
         settled by arbitration in accordance with the UNCITRAL Arbitration
         Rules as at present in force and as may be amended by the rest of this
         clause upon application by any party hereto to the Hong Kong
         International Arbitration Centre ("HKIAC"). The arbitration shall be
         conducted in the English language and the place of arbitration shall be
         in Hong Kong at the Hong Kong International Arbitration Centre. Any
         such arbitration shall be administered by HKIAC in accordance with
         HKIAC Procedures for Arbitration Rules as are therein contained. The
         decision of the arbitrators (by rule of majority) shall be final and
         binding on the parties (including any decision on their fees).

         IN WITNESS whereof this Agreement has been entered into the day and
year first above written.





** CONFIDENTIAL TREATMENT REQUESTED

                                       15
<PAGE>


                                   SCHEDULE I



                                     PART A
                                  (THE VENDORS)



<TABLE>
<CAPTION>
Name                                              No. of Sale Shares Held         % of Entitlement of Consideration
<S>                                                          <C>                                 <C>
Robert Albert Smeaton                                        63                                  45%
Raymond Chih Chung Kwong                                     77                                  55%

                                       Total                140                                 100%
                                                            ===                                 ====
</TABLE>


                                     PART B
                                  (THE COMPANY)


1. Name **

2. Date of incorporation: 19 June 1998

3. Place of incorporation: Hong Kong

4. Registered Office: **

5. Authorised share capital: HK$10,000 divided into 10,000 ordinary shares of
HK$1.00 each

6. Issued share capita/: 200 ordinary shares of HK$1.00 each

7. Directors: Robert Albert Smeaton and Tsang Kwok Kwong

8. Secretary: Tsang Kwok Kwong

9. Auditors: Paul W. C. Ho & Company, Certified Public Accountants

10. Registered and Beneficial Shareholders: Robert Albert Smeaton (88 shares)

                                                     Raymond Chih Chung Kwong
                                                     (102 shares)

                                                    Tsang Kwok Kwong (10 shares)



** CONFIDENTIAL TREATMENT REQUESTED

                                       16
<PAGE>




                                     PART B
                                (THE SUBSIDIARY)

1.       Company Name:
                        (in Chinese) **
                        (in English) **

2.       Nature: wholly-foreign-owned enterprise established under the laws of
         the PRC

3.       Total Investment: **

4.       Registered Capital: **

5.       Scope of Business: Production of laundering and dyeing auxiliary (70%
         export)

6.       Date of Approval: 27 November 1995

7.       Term of Operation: 12 years (29 November 1995 to 28 November 2007)

8.       Address: **

9.       Legal Representatives: Tsang Kwok Kwong


** CONFIDENTIAL TREATMENT REQUESTED

                                       17
<PAGE>

                                   SCHEDULE II

1.       Preliminary

(A)      The representations, warranties and undertakings contained in Schedule
         V to the Business Acquisition Agreement (including the Regular
         Warranties and the Special Warranties, as defined in the Business
         Acquisition Agreement) shall be deemed to be repeated (and with
         equivalent provisions as to timing for claims) by the Vendors mutatis
         mutandis in relation to the Business and Business Assets (both as
         defined in the Business Acquisition Agreement) of the Company and the
         Subsidiary.

(B)      Where any of the Warranties is qualified as being "to the information,
         knowledge or belief of the Vendors" or "so far as the Vendors are
         aware" or by other similar expression, the Vendors shall be deemed to
         be giving such Warranty to the best of their knowledge, belief and
         information.

2.       Information

(A)      All information given in this Agreement, including the Schedules, is
         true, complete and accurate at the date hereof.

(B)      To the knowledge of the Vendors all information given to the Purchaser
         and its professional advisers by the Vendors, the officers and
         employees of the Company, the Vendors' professional advisers and the
         Company's advisers was when given and is at the date hereof true, and
         accurate in all material respects and there is no fact, matter or
         circumstance known to the Vendors which has not been disclosed to the
         Purchaser or its professional advisers which renders any such
         information untrue, inaccurate or misleading and this Agreement has
         been entered into by the Vendors in good faith.

(C)      The copy of the memorandum and articles of association of the Company
         produced to the Purchaser is complete and accurate in all respects, has
         attached to it copies of all resolutions and other documents required
         by law to be so attached and fully sets out the rights and restrictions
         attaching to each class of share capital of the Company.

3.       Sale Shares

(A)      The Vendors are the sole beneficial owners of the Sale Shares, each
         Vendor owning the number of Sale Shares set out in Schedule I Part A
         and are entitled to sell and transfer the full legal and beneficial
         ownership of the same to the Purchaser. The Vendors are the sole
         beneficial owners of a total of 190 shares in the capital of the
         Company. Tsang Kwok Kwong is the sole beneficial and registered owner
         of 10 shares in the capital of the Company representing 5% of the
         entire issued share capital of the Company. The shares beneficially
         owned by the Vendors and Tsang Kwok Kwong in the Company collectively
         constitute the Company's entire issued share capital.

(B)      There is no option, right to acquire, mortgage, charge, pledge, lien or
         other form of security or encumbrance on, over or affecting any of the
         Sale Shares or any other issued shares of the Company or any part of
         the unissued share capital of the Company and there is no agreement or
         commitment to give or create any of the foregoing and no claim has been
         made by any person to be entitled to any of the foregoing which has not
         been waived in its entirety or satisfied in full.

** CONFIDENTIAL TREATMENT REQUESTED

                                       18
<PAGE>


(C)      The Sale Shares represent 70% of the entire issued share capital of the
         Company and are fully paid up and rank pari passu in all respects.

(D)      There is no agreement or commitment outstanding which calls for the
         allotment or issue of or accords to any person the right to call for
         the allotment or issue of any shares or debentures in the Company.

(E)      No consent of any third party is required for the sale of any of the
         Sale Shares save as provided in the articles of association of the
         Company.

4.       Corporate Matters

(A)      The Company has been duly incorporated and is validly existing under
         the laws of Hong Kong and has full power, authority and legal right to
         own its assets and carry on its business.

(B)      Save for the Subsidiary, the Company has no interest in the share
         capital of any company or in any partnership or joint venture.

(C)      The copies of the memorandum and articles of association of the Company
         is accurate, complete and up to date in all material respect as at the
         date of this Agreement. The Company has complied with its memorandum
         and articles of association in all material respects and none of the
         activities, agreements, commitments or rights of the Company is ultra
         vires or unauthorised.

(D)      The register of members and other statutory books of the Company have
         been properly kept by the company secretary and the Company has
         maintained proper and consistent accounts, books and records of its
         business, assets and activities (including all accounts, books and
         records required to be kept by the law) and all such registers and
         records contain a true, accurate, up to date and complete record of the
         matters which should be dealt with therein, are in the possession of
         the Company and no notice or allegation that any of the same is
         incorrect or should be rectified has been received.

(E)      All returns and forms required to be filed with the Companies Registry
         have been properly filed within any applicable time limit and
         compliance has been made in all material respects with all legal,
         filing and procedural requirements and other formalities in connection
         with the Company concerning:

         (a)      its memorandum and articles of association or other
                  constitutional documents (including all resolutions passed or
                  purported to have been passed);

         (b)      the filing of all documents required by the Companies
                  Ordinance or other appropriate legislation to be filed with
                  the Registrar of Companies or other appropriate regulatory
                  bodies;

** CONFIDENTIAL TREATMENT REQUESTED

                                       19
<PAGE>

(c)      issues of shares debentures or other securities;

(d)      payments of interest and dividends and making of other distributions;
         and

(e)      directors and other officers.

(F)      The Vendors are not aware of any material breach by the Company or any
         of its officers (in his capacity as such) of any legislation or
         regulations affecting it or its business.

5.       Litigation and Insolvency

(A)      The Company is not engaged whether as plaintiff, defendant or otherwise
         in any material litigation or arbitration, administrative or criminal
         or other proceeding and no litigation or arbitration, administrative or
         criminal or other proceedings against the Company is pending,
         threatened or expected and so far as the Vendors are aware, there is no
         fact or circumstance likely to give rise to any such litigation or
         arbitration, administrative or criminal or other proceedings or to any
         proceedings against any director, officer or employee (past or present)
         of the Company in respect of any act or default for which the Company
         might be vicariously liable.

(B)      So far as the Vendors are aware no receiver has been appointed of the
         whole or any part of the assets or undertaking of the Company.

(C)      So far as the Vendors are aware no petition has been presented, no
         order has been made and no resolution has been passed for the winding
         up or dissolution of the Company.

(D)      The Company has not stopped payment nor is insolvent or unable to pay
         its debts within the meaning of section 178 of the Companies Ordinance.

(E)      No unsatisfied judgment is outstanding against the Company.

(F)      The Company has not committed nor is liable for any criminal, illegal,
         unlawful act imposed by or pursuant to statute.

6.       Powers of attorney and Guarantees

(A)      The Company has not given any power of attorney or other express
         authority and the Vendors are not aware of any implied or ostensible
         authority which is outstanding or effective to any person to enter into
         any contract or commitment on its behalf other than to its employees to
         enter into routine trading contracts in the normal course of their
         duties.

(B)      The Company has not given any guarantee or warranty or made any
         representation in respect of services, articles or trading stock sold,
         hired or leased or contracted to be sold, hired or leased by it save
         for all such guarantees or warranties as are usually implied by Hong
         Kong law and (save as aforesaid) has not accepted any liability or
         obligation to service, repair, maintain, take back or otherwise do or
         not do anything in respect of any services, articles or stock had been
         delivered by it.

** CONFIDENTIAL TREATMENT REQUESTED

                                       20
<PAGE>

7.       Loans and other obligations

(A)      No loan made by the Company has been made in breach of the Companies
         Ordinance (Cap 32 of the Laws of Hong Kong), the Banking Ordinance (Cap
         155 of the Laws of Hong Kong) or any regulations made thereunder, or
         the Money Lender Ordinance (Cap 163 of the Laws of Hong Kong).

(B)      No person other than the Company has given any guarantee of or security
         for any overdraft, loan or loan facility granted to the Company or any
         other obligation imposed on or incurred by the Company.

(C)      There are no liens, guarantees, indemnities, pledges, mortgages,
         charges, debentures or encumbrances or unusual liabilities given, made
         or incurred by or on behalf of the Company.

8.       Tenancy Agreement

(A)      The Company does not own and has not owned (whether jointly or singly)
         any real property in Hong Kong or elsewhere. The Property is the only
         real property anywhere used or occupied by the Company or in respect of
         which the Company has any estate, interest, right or liability. The
         Property is occupied by the Company under and pursuant to the Tenancy
         Agreement.

(B)      In relation to the Tenancy:

         (i)      the Tenancy is good valid and subsisting and in no way has
                  become void or voidable;

         (ii)     all rent and other charges payable under the Tenancy have been
                  promptly paid as and when due and there is no overdue rent
                  payable as at Completion;

         (iii)    there has been no breach in any material respect of the
                  covenants, conditions, obligations or restrictions imposed
                  upon the Company under the Tenancy and there is no
                  circumstances under which (with or without the taking of any
                  other action) would entitle the landlord of the Property or
                  any other third party to exercise the right or power of entry
                  to or to take possession of or which would in any other way
                  affect or restrict the continued possession, quiet enjoyment
                  or present use of the Property by the Company pursuant to the
                  terms of the Tenancy Agreement;

         (iv)     on the Completion Date there will be a written tenancy
                  agreement in respect of the Property for a term of three years
                  from the Transfer Date at the current rate of rental entered
                  into between the landlord of the Property and the Company and
                  references to the "Tenancy" and the "Tenancy Agreement" herein
                  shall be deemed to include such new arrangement. Such tenancy
                  agreement will be properly and adequately stamped;


** CONFIDENTIAL TREATMENT REQUESTED

                                       21
<PAGE>


         (v)      the term of the Tenancy, the rental payment and deposits paid
                  or payable in respect of the Tenancy are fully and correctly
                  set out in the Tenancy Agreement;

         (vi)     there is no review of the rent payable by the Company in
                  respect of the Tenancy in the course of being determined;

         (vii)    the Company has not received or been served on any notice to
                  quit, Form CRI01 and other notice of termination of the
                  Tenancy required to be served upon the Company so as to
                  terminate the Tenancy or entitle the landlord of the Property
                  to recover possession of the Property prior to the end of the
                  term of the Tenancy; and

         (viii)   so far as the Vendors are aware there has been no deduction by
                  the landlord of the Property from the deposit pursuant to the
                  terms of the Tenancy Agreement and the entire amount of
                  deposit paid to the landlord will be returned to the Company
                  upon termination of the Tenancy.

(C)      A true and complete copy of the Tenancy Agreement has been provided to
         the Purchaser.

9.       No Assets and Liability

         Since its incorporation, the Company has not entered into any contract
         or agreement (whether or not legally binding) or transacted any
         business or acquired or owned any assets or assumed any liability
         whatsoever save for its execution of the Business Acquisition Agreement

10.      Repetition at Completion

         All warranties and representations contained in the foregoing
         provisions of this Schedule shall be deemed to be repeated immediately
         before Completion and to relate to the facts then existing.



** CONFIDENTIAL TREATMENT REQUESTED

                                       22
<PAGE>




SIGNED by ROBERT ALBERT                   )
SMEATON in the presence of:               )         /s/ Robert Albert Smeaton





SIGNED BY RAYMOND CHIH CHUNG              )
KWONG in the presence of:                 )         /s/ Raymond Chih Chung Kwong





SIGNED                                    )
for and on behalf of GENEVA               )         /s/ Illegible
INVESTMENT HOLDINGS LIMITED               )

** CONFIDENTIAL TREATMENT REQUESTED

                                       23
<PAGE>


                           Confidential Treatment Requested indicates portion of
                                  this document have been redacted and have been
                                           separately filed with the Commission.


THIS AGREEMENT is made on the 8th day of July, 2002.

BETWEEN:

(1)      RAYMOND CHIH CHUNG KWONG OF ** ** ("Raymond")

(2)      GENEVA INVESTMENT HOLDINGS LIMITED a company incorporated in the
         British Virgin Islands whose registered office is situated at Craigmuir
         Chambers, **
         ** ("Geneva")

(3)      ** a company incorporated in Hong Kong whose registered office is at **
         **

(4)      ROBERT ALBERT SMEATON of ** ** ("Robert"); and

WHEREAS:

(i)      Raymond made payments on behalf of ** to a trade vendor October 18,
         1998 and entered into a Promissory note with ** dated November 17,
         1998, for the amount of HK$748,583.54 at a simple interest rate of 6%
         per annum. This is still outstanding and per the Promissory note
         Raymond can only be paid any portion at the same time the three other
         Promissory notes entered into by Geneva, Robert Albert Smeaton
         ("Robert") and Kwok Kwong Tsang ("Tsang") are paid and in proportion to
         Raymond's outstanding amount to the total of the outstanding Promissory
         notes.

(ii)     (a) By an agreement dated 21 October 1998 ("Sales Agreement"), Raymond
         and Robert sold to Geneva the total of 140 shares of ** which
         represented 70% of the outstanding shares of ** in the following
         proportion:

Name              No. of Sale Shares   % of Entitlement of Consideration
- ----              ------------------   ---------------------------------
Robert            63                   45%
Raymond           77                   55%
                  --                   ---

                  140                  100%

         (b)      By clause 4.3 of the Sales Agreement, the voting rights of 90
                  of these shares are restricted. Of those 90 shares, 50 were
                  attributable to Raymond and 40 to Robert.

         (c)      Under the Sales Agreement there remains a secondary payment of
                  US$900,000.00 to be paid upon ** accumulating profit net of
                  taxes of the same amount. Upon payment or a portion of this
                  the shares or a portion would no longer be restricted.

** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


(iii)    ** paid to Raymond Automobile expenses of HK$111,335.00 (US$14,385.00)
         which was paid in error and has not been repaid.

(iv)     By an agreement dated 21 October, 1998 (Service Agreement), Raymond
         agreed to provide service to **.

Now it is hereby agreed as follows:

3.       In consideration that as at 1 July, 2002 ** shall pay the agreed sum of
         US$100,000.00 (One Hundred Thousand US dollars) to Raymond, in the
         manner of US$20,000.00 or HK$156,000.00 (Twenty thousand US dollars or
         One Hundred and Fifty Six Thousand HK dollars) upon execution of this
         agreement, and thereafter by eight (8) equal calendar monthly payments
         of US$10,000.00 or HK$78,000.00 (Ten thousand US dollars or Seventy
         Eight Thousand HK dollars) commencing on the 15 July, 2002. Raymond,
         Geneva, ** and Robert agree as follows:

         (a)      That Raymond hereby releases unto ** all rights and benefits
                  charged or assigned unto ** under the said Promissory Note to
                  hold the same unto ** absolutely free and absolutely
                  discharged of and from the said Promissory Note and of the
                  from all principal interest (other than that set out in this
                  Clause) and other monies thereby secured and all claims and
                  demands for or in respect of the same or in anyway relating
                  thereto.

         (b)      Raymond hereby releases ** from all current contractual
                  responsibilities.

         (c)      ** and Geneva hereby release Raymond from all previous and
                  current contractual responsibilities and any debts owing to **
                  including past automobile expenses (US$14,365.80) in exchange
                  for Raymond waving outstanding interest (US$18,100.48) due
                  under the Promissory note up to and including 31 December,
                  2001.

         (d)      The restrictions imposed by Clause 4.3 of the Sales Agreement
                  on the Raymond Non-Voting Shares shall be removed immediately;
                  Raymond shall have no other financial or other claims against
                  Geneva or its Parent Company Dyadic International, Inc. or **.
                  This eliminates any obligations of Geneva in the Sale
                  Agreement. Raymond releases all his rights under the Sales
                  Agreement and specifically his right to any payment that could
                  be due from Geneva in the future under Clause 4.3(c) of the
                  Sales Agreement.

         (e)      Any and all rights and claims of Raymond to his prior or
                  present shares and interest in ** shall be relinquished.

         (f)      Any obligations of the Purchaser under Clause 4.3 of the Sales
                  Agreement are deemed as settled in full.


** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


         (g)      Any of Raymond's rights to any further consideration under the
                  Sales Agreement is relinquished.

         (h)      The Non-Voting Shares sold by Robert are reserved and remain
                  subject to the Sales Agreement and are unaffected by this
                  agreement. Fur the avoidance of doubt, all Robert's rights
                  under the Sales Agreement remain unaffected including the
                  restrictions on the Non-Voting Shares sold by Robert.

         (i)      ** and Geneva jointly and severally release Raymond from any
                  restrictive covenant arisen from the Service Agreement. It is
                  acknowledged that Raymond has had no influence in running **
                  since 17 January, 2000.

         (j)      **Geneva and Robert jointly and severally release Raymond from
                  any restrictive covenant arisen from the Sales Agreement.

         (k)      Upon execution of this agreement, Raymond will have no past,
                  present and future obligations or responsibilities under the
                  Sales Agreement and Service Agreement.

2.       Each of the parties hereto undertakes to the other parties that it will
         do all such acts and things and execute all such deeds and documents as
         may be necessary or desirable to carry into effect or to give legal
         effect to the provisions of this Agreement and the transactions hereby
         contemplated.

3.       Served as the aforesaid provisions, all provisions of the Sales
         Agreement and Service Agreement are deemed to be fully complied with by
         all parties and all outstanding interests and responsibilities are
         incorporated and substituted by this agreement.

4.       This Agreement constitutes the whole agreement between the parties
         relating to the transactions hereby contemplated (no party having
         relied on any representation or warranty made by any other party which
         is not a term of this Agreement) and no future variation and/or waiver
         shall be effective unless made in writing and signed by each of the
         parties.

5.       If at any time any provisions of this Agreement is or becomes illegal,
         invalid or unenforceable in any respect, the remaining provisions
         hereof shall in no way be effected or impaired thereby.

6.       This Agreement will be construed in accordance with and governed by the
         laws of Hong Kong SAR and each party hereby submits to the
         non-exclusive jurisdiction of the courts of Hong Kong as regards any
         claim or matter arising under this Agreement.


** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>



In witness whereof this agreement has been entered into the [     ]

SIGNED by RAYMOND CHIH CHUNG KWONG               )
                                                 )  /s/ Raymond Chih Chung Kwong
In the presence of                               )
         /s/  C. Neyland                         )  18-7-02
CARMEL DENISE NEYLAN                             )
         Justice of the Peace (Qualified)        )
         Department of Justice Queensland        )

Signed by                                        )
                                                 )  /s/ Illegible, as President
for and on behalf of GENEVA INVESTMENT           )
                                                 )  July 11, 2002
HOLDINGS LIMITED                                 )
                                                 )
in the presence of:                              )
         /s/  Laura L. Morse                     )
         Laura L. Morse                          )
         Commission #CC959142                    )
         Expires Sep. 19, 2004                   )
         Bonded Thru Atlantic Bonding Co., Inc.  )

SIGNED by         **                             )
                                                 )  For and on behalf of
for and on behalf of **                          )  **
                                                 )  /s/ Illegible
in the presence of                               )  Authorized Signature(s)
         /s/  H. Wong                            )  8-7-2002
         Henry Wong                              )

SIGNED by ROBERT ALBERT SMEATON                  )
                                                 )  /s/ Robert Albert Smeaton
in the presence of                               )
         /s/  H. Wong                            )  8-07-02
         Henry Wong                              )



**  CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

                           Confidential Treatment Requested indicates portion of
                                  this document have been redacted and have been
                                           separately filed with the Commission.

THIS AGREEMENT is made on the 17th day of January 2000

Between:

(1)      **, a company incorporated in Hong Kong and having its registered
         office situated at **, **, (the "Company"); and

(2)      RAYMOND CHIH CHUNG KWONG of ** ** ("the Manager"); and

WHEREAS:

A.       The Company and Manager have entered into a Service Agreement dated
         October 21, 1998 ("Service Agreement")

B.       The Company and Manager have agreed to terminate the Service Agreement
         on the terms hereinafter contained.

NOW IT IS AGREED as follows:

1.       The Service Agreement is terminated effective from January 17th, 2000
         and shall thereafter have no further effect whatsoever.

2.       The Manager confirms that he has no claim against the Company
         whatsoever for the loss of office whether in respect of fees
         remuneration, compensation or otherwise.

3.       The Manager shall forthwith transfer all or such number of shares he
         beneficially owns in the capital of the Company to the Geneva
         Investment Holdings Limited and/or its nominee at the price of HK
         $1.00.

4.       Neither the Manager nor the Company shall have any further claim
         whatsoever against the other for or on account of the Service
         Agreement.

IN WITNESS WHEREOF the parties have hereto set their hands the day and year
first above written.

SIGNED by ROBERT ALBERT SMEATON         )
For and on behalf of **                 )   /s/ Robert Albert Smeaton
** in the presence of                   )

SIGNED by RAYMOND CHIH CHUNG            )
KWONG in the presence of                )   /s/  Raymond Chih Chung Kwong


** CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


WITNESSED by the Board of Directors
Of **

TSANG KWOK KWONG                            )
Director                                    )  /s/ Tsang Kwok Kwong
In the presence of                          )

ROBERT ALBERT SMEATON                       )
Director                                    )  /s/ Robert Albert Smeaton
In the presence of                          )

MARK AARON EMALFARB                         )
Director                                    )  /s/ Mark Aaron Emalfarb
In the presence of                          )




** CONFIDENTIAL TREATMENT REQUESTED

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