<DOCUMENT>
<TYPE>EX-14.1
<SEQUENCE>2
<FILENAME>v016233_ex14-1.txt
<TEXT>
                           DYADIC INTERNATIONAL, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

      Our  Company's  reputation  for  honesty and  integrity  is the sum of the
personal reputations of our directors,  officers and employees.  To protect this
reputation and to promote compliance with laws, rules and regulations, this Code
of Business  Conduct and Ethics has been  adopted by the Audit  Committee of our
Board of Directors.  This Code of Conduct is only one aspect of our  commitment.
You must also be familiar with and comply with all other  policies  contained in
our employee policy manual.

      This Code sets out the basic  standards of ethics and conduct to which all
of our directors,  officers and employees are held. These standards are designed
to deter  wrongdoing  and to promote  honest and ethical  conduct,  but will not
cover all  situations.  If a law conflicts  with a policy in this Code, you must
comply with the law;  however,  if a local custom or policy  conflicts with this
Code, you must comply with the Code.

      If you have any doubts  whatsoever  as to the  propriety  of a  particular
situation,  you should  submit it in writing to our  Company's  Chief  Executive
Officer,  who will review the situation and take  appropriate  action in keeping
with this Code, our other  corporate  policies and the  applicable  law. If your
concern relates to that individual,  you should submit your concern, in writing,
to the Chairman of the Audit Committee.  The name and mailing address of each of
those individuals is included at the end of this Code.

      Those who  violate the  standards  set out in this Code will be subject to
disciplinary action.

1.    Scope

      If you are a  director,  officer or  employee of the Company or any of its
subsidiaries, you are subject to this Code.

2.    Honest and Ethical Conduct

      We, as a Company, require honest and ethical conduct from everyone subject
to this Code. Each of you has a responsibility to all other directors,  officers
and employees of our Company,  and to our Company itself,  to act in good faith,
responsibly,  with due care, competence and diligence,  without  misrepresenting
material  facts or allowing your  independent  judgment to be  subordinated  and
otherwise to conduct  yourself in a manner that meets with our ethical and legal
standards.

3.    Compliance with Laws, Rules and Regulations

      You are required to comply with all applicable  governmental  laws,  rules
and regulations,  both in letter and in spirit. Although you are not expected to
know the details of all the applicable laws,  rules and  regulations,  we expect
you to seek advice from our Company's  Chief  Executive  Officer if you have any
questions about whether the requirement applies to the situation or what conduct
may be required to comply with any law, rule or regulation.

<PAGE>

4.    Conflicts of Interest

      You must handle in an ethical  manner any actual or  apparent  conflict of
interest between your personal and business relationships. Conflicts of interest
are  prohibited  as a matter of policy.  A "conflict of interest"  exists when a
person's  private  interest  interferes  in any way  with the  interests  of our
Company.  For example,  a conflict  situation arises if you take actions or have
interests  that interfere with your ability to perform your work for our Company
objectively and  effectively.  Conflicts of interest also may arise if you, or a
member of your family,  receive an improper personal benefit as a result of your
position with our Company.

      If you become  aware of any  material  transaction  or  relationship  that
reasonably could be expected to give rise to a conflict of interest,  you should
report it promptly to our Company's Chief Executive Officer.

      Conflicts of interest are prohibited as a matter of Company policy, except
under  guidelines  approved by the Board of Directors.  The following  standards
apply to certain common  situations  where  potential  conflicts of interest may
arise:

      A.    Gifts and Entertainment

      Personal  gifts and  entertainment  offered by persons doing business with
our Company may be accepted  when offered in the  ordinary and normal  course of
the business relationship.  However, the frequency and cost of any such gifts or
entertainment may not be so excessive that your ability to exercise  independent
judgment on behalf of our Company is or may appear to be compromised.

      B.    Financial Interests In Other Organizations

      The determination whether any outside investment, financial arrangement or
other  interest in another  organization  is  improper  depends on the facts and
circumstances   of  each  case.   Your  ownership  of  an  interest  in  another
organization  may be  inappropriate  if the other  organization  has a  material
business  relationship  with, or is a direct competitor of, our Company and your
financial  interest is of such a size that your ability to exercise  independent
judgment  on behalf of our  Company  is or may  appear to be  compromised.  As a
general rule, a passive  investment  would not likely be considered  improper if
it:  (1) is in  publicly  traded  shares;  (2)  represents  less  than 1% of the
outstanding equity of the organization in question; and (3) represents less than
5% of your net worth. Other interests also may not be improper, depending on the
circumstances.

                                       2
<PAGE>

      C.    Outside Business Activities

      The  determination of whether any outside position an employee may hold is
improper  will  depend  on the  facts  and  circumstances  of  each  case.  Your
involvement in trade associations,  professional  societies,  and charitable and
similar organizations will not normally be viewed as improper. However, if those
activities are likely to take substantial  time from or otherwise  conflict with
your responsibilities to our Company, you should obtain prior approval from your
supervisor.  Other  outside  associations  or  activities  in  which  you may be
involved are likely to be viewed as improper only if they would  interfere  with
your ability to devote proper time and attention to your responsibilities to our
Company or if your  involvement  is with another  Company with which our Company
does  business or competes.  For a director,  employment or  affiliation  with a
Company with which our Company does business or competes must be fully disclosed
to our  Company's  Board of  Directors  and must  satisfy  any  other  standards
established by applicable law, rule (including any rule of any applicable  stock
exchange) or regulation and any other corporate  governance  guidelines that our
Company may establish.

      D.    Indirect Violations

      You should not  indirectly,  through a spouse,  family member,  affiliate,
friend, partner, or associate,  have any interest or engage in any activity that
would  violate  this Code if you  directly  had the  interest  or engaged in the
activity. Any such relationship should be fully disclosed to our Company's Chief
Executive  Officer  (or the  Board of  Directors  if you are a  director  of our
Company),   who  will  make  a   determination   whether  the   relationship  is
inappropriate, based upon the standards set forth in this Code.

5.    Corporate Opportunities

      You are  prohibited  from taking for yourself,  personally,  opportunities
that are  discovered  through  the use of  corporate  property,  information  or
position,  unless the Board of Directors has declined to pursue the opportunity.
You may not use corporate property,  information, or position for personal gain,
or to  compete  with our  Company  directly.  You owe a duty to our  Company  to
advance its legitimate interests whenever the opportunity to do so arises.

6.    Fair Dealing

      You  should  endeavor  to  deal  fairly  with  our  Company's   suppliers,
competitors  and  employees  and with other  persons  with whom our Company does
business.  You should not take unfair advantage of anyone through  manipulation,
concealment,  abuse of  privileged  information,  misrepresentation  of material
facts, or any other unfair-dealing practice.

7.    Public Disclosures

      It is our Company's policy to provide full, fair,  accurate,  timely,  and
understandable  disclosure  in all reports and  documents  that we file with, or
submit  to, the  Securities  and  Exchange  Commission  and in all other  public
communications  made by our Company.  Moreover,  federal  securities laws impore
strict  prohibitions  and  limitations  on the company  regarding  the selective
disclosure  of  material   non-public   information   concerning   the  Company.
Accordingly,  the policies  outlined below are intended to prevent  unauthorized
disclosure of non-public information.

                                       3
<PAGE>

o     The Company's  Chief  Executive  Officer or his designee is the designated
      spokesman for the Company for the dissemination of Company  information to
      the public. No other person is authorized to disclose Company  information
      or speak on such matters with the public. The public includes,  but is not
      limited to, stockholders, analysts and members of the media. Any inquiries
      for information must be referred to the Company's Chief Executive Officer.

o     Unauthorized  disclosure of Company  information,  whether confidential or
      not, is  forbidden.  Authorization  for release must be obtained  prior to
      release from the Company's Chief Executive Officer or his designee.

o     Under no circumstances is a director,  officer or employee (other than the
      Chief Executive  Officer) to respond to rumors  regarding the Company that
      may appear on the Internet or any other medium.

8.    Confidentiality

      You should maintain the  confidentiality  of all confidential  information
entrusted  to you by our  Company  or by  persons  with  whom our  Company  does
business, except when disclosure is authorized or legally mandated. Confidential
information   means   information   maintained  by  the  Company  regarding  its
operational,  financial , legal, and administrative activities that has not been
released by the Company to the public through press releases,  annual reports or
periodic  filings  with  the  Securities  and  Exchange  Commission.  The  above
categories are very broad as to the  information  encompassed and would include,
but  not  be  limited  to,  Company  procedures,  personnel  or  customers.  The
presumption   should  thus  be  in  favor  of   particular   information   being
confidential.   Generally,  confidential  information  includes  all  non-public
information that may be of use to competitors,  or harmful to the Company or its
customers,  if  disclosed..  Your  obligation to preserve  confidential  Company
information survives your separation from the Company.

9.    Insider Trading

      If you have access to  material,  non-public  information  concerning  our
Company,  you are not  permitted  to use or share  that  information  for  stock
trading  purposes,  or for any other purpose except the conduct of our Company's
business.  All  non-public  information  about our Company  should be considered
confidential  information.  Insider  trading,  which  is the  use  of  material,
non-public  information  for personal  financial  benefit or to "tip" others who
might make an investment decision on the basis of this information,  is not only
unethical but also illegal.  The prohibition on insider trading applies not only
to our Company's  securities,  but also to securities of other  companies if you
learn of material non-public  information about these companies in the course of
your duties to the Company.  Violations  of this  prohibition  against  "insider
trading"  may  subject  you to  criminal  or civil  liability,  in  addition  to
disciplinary  action by our Company. If the Board of Directors adopts an insider
trading  policy for the Company to promote  compliance  with  insider  reporting
obligations and to enhance compliance with insider trading  prohibitions,  which
may  include,  among other  things,  certain  "black out  periods,"  you will be
required to comply with the applicable provisions of this policy.

                                       4
<PAGE>

10.   Protection and Proper Use of Company Assets

      You should protect our Company's  assets and promote their  efficient use.
Theft,   carelessness,   and  waste  have  a  direct  impact  on  our  Company's
profitability.  All  corporate  assets  should be used for  legitimate  business
purposes.  The obligation of employees to protect the Company's  assets includes
its  proprietary  information.  Proprietary  information  includes  intellectual
property such as trade secrets patents,  trademarks,  and copyrights, as well as
business,  marketing and service plans,  engineering  and  manufacturing  ideas,
designs,  databases,  records,  salary information and any unpublished financial
data and reports.  Unauthorized  use or distribution of this  information  would
violate  Company  policy.  It could also be illegal  and result in civil or even
criminal penalties.

11.   Interpretations and Waivers of the Code of Business Conduct and Ethics

      If you are  uncertain  whether a particular  activity or  relationship  is
improper under this Code or requires a waiver of this Code, you should  disclose
it to our Company's  Chief  Executive  Officer (or the Board of Directors if you
are a director),  who will make a determination  first, whether a waiver of this
Code is required and second, if required,  whether a waiver will be granted. You
may be required to agree to conditions before a waiver or a continuing waiver is
granted.  However,  any waiver of this Code for an executive officer or director
may be made  only by the  Company's  Board of  Directors  and  will be  promptly
disclosed to the extent  required by applicable law, rule (including any rule of
any applicable stock exchange) or regulation.

12.   Reporting any Illegal or Unethical Behavior

      Our Company desires to promote ethical behavior.  Employees are encouraged
to talk to supervisors,  managers or other  appropriate  personnel when in doubt
about  the best  course  of  action  in a  particular  situation.  Additionally,
employees should promptly report violations of laws, rules,  regulations or this
Code to our Company's  Chief  Executive  Officer.  Any report or allegation of a
violation of applicable laws, rules, regulations or this Code need not be signed
and may be sent anonymously.  All reports of violations of this Code,  including
reports  sent  anonymously,  will be promptly  investigated  and, if found to be
accurate,  acted upon in a timely manner. If any report of wrongdoing relates to
accounting or financial reporting matters, or relates to persons involved in the
development or  implementation of our Company's system of internal  controls,  a
copy of the  report  will be  promptly  provided  to the  chairman  of the Audit
Committee of the Board of Directors,  which may participate in the investigation
and  resolution  of the  matter.  It is the policy of our  Company  not to allow
actual or threatened retaliation, harassment or discrimination due to reports of
misconduct by others made in good faith by employees.  Employees are expected to
cooperate in internal investigations of misconduct. Please see our Whistleblower
Policy for details on reporting illegal or unethical conduct and the protections
our Company provides.

                                       5
<PAGE>

13.   Compliance Standards and Procedures

      This Code is intended as a statement of basic principles and standards and
does not include specific rules that apply to every situation. Its contents have
to be viewed within the framework of our Company's  other  policies,  practices,
instructions  and the requirements of the law. This Code is in addition to other
policies,  practices  or  instructions  of our  Company  that must be  observed.
Moreover,  the absence of a specific  corporate policy,  practice or instruction
covering a particular  situation does not relieve you of the  responsibility for
exercising the highest ethical standards applicable to the circumstances.

      In some situations, it is difficult to know right from wrong. Because this
Code does not anticipate  every  situation that will arise, it is important that
each of you approach a new question or problem in a deliberate fashion:

      (a)   Determine if you know all the facts.

      (b)   Identify exactly what it is that concerns you.

      (c)   Discuss the problem with a supervisor or, if you are a director, the
            Company's General Counsel.

      (d)   Seek help from other resources such as other management personnel.

      (e)   Seek  guidance  before  taking any action  that you  believe  may be
            unethical or dishonest.

      You will be governed by the following compliance standards:

      o     You  are  personally  responsible  for  your  own  conduct  and  for
            complying  with  all  provisions  of  this  Code  and  for  properly
            reporting known or suspected violations;

      o     If you are a supervisor,  manager, director or officer, you must use
            your best  efforts to ensure that  employees  understand  and comply
            with this Code;

      o     No one  has  the  authority  or  right  to  order,  request  or even
            influence  you to  violate  this Code or the law; a request or order
            from another person will not be an excuse for your violation of this
            Code;

      o     Any attempt by you to induce another  director,  officer or employee
            of our Company to violate this Code,  whether  successful or not, is
            itself a violation of this Code and may be a violation of law;

      o     Any  retaliation  or threat of  retaliation  against  any  director,
            officer or  employee of our  Company  for  refusing to violate  this
            Code,  or for  reporting  in good faith the  violation  or suspected
            violation  of this Code,  is itself a violation of this Code and our
            Whistleblower Policy and may be a violation of law; and

      o     Our Company expects that every reported  violation of this Code will
            be investigated.

                                       6
<PAGE>

      Violation of any of the standards  contained in this Code, or in any other
policy,  practice or  instruction  of our  Company,  can result in  disciplinary
actions,  including dismissal and civil or criminal action against the violator.
This Code  should not be  construed  as a contract  of  employment  and does not
change any person's status as an at-will employee.

      This  Code is for the  benefit  of our  Company,  and no other  person  is
entitled to enforce  this Code.  This Code does not, and should not be construed
to,  create  any  private  cause of action or remedy in any other  person  for a
violation of the Code.

      The names,  addresses,  telephone  numbers,  facsimile  numbers and e-mail
addresses of the Chief Executive Officer and the Chairman of the Audit Committee
Company are set forth below:



                 Chief Executive Officer                       Address
                 -----------------------                       -------

                     Mark A. Emalfarb                Dyadic International, Inc.
                                                   140 Intracoastal Pointe Blvd.
                                                             Suite 404
                                                        Jupiter, Florida 33477
                                                          (561)743-8333
                                                         Fax (561)743-8343
                                                     memalfarb@dyadic-group.com

             Chairman of the Audit Committee                   Address
             -------------------------------                   -------

                     Richard Berman                          Suite 2420
                                                         420 Lexington Avenue
                                                          New York, NY 10170
                                                            (212)389-7801
                                                          Fax (212) 389-7801
                                                          richard@CRYZTAL.com



                                 Adopted by Resolution of the Board of Directors
                                 January 12, 2005

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