Dyadic International, Inc. Exhibit 10.2 10.24.07


    Exhibit
      10.2

     

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement")
      is
      made and entered into as of the 18th day
      of
      October, 2007, by and between DYADIC INTERNATIONAL, INC., a Delaware corporation
      (the "Company"),
      and
      Lisa De La Pointe (the "Executive").
      The
      Company and the Executive are sometimes hereinafter collectively referred to
      as
      the "parties"
      and
      individually as a "party,"
      provided that as applicable, any reference to the Company shall mean the
      Company, its Subsidiaries and and\or their Affiliates, as the case may be.
      Certain capitalized terms used in this Agreement are defined in Article VII
      hereof.

    


    RECITALS

    


    A.
       The
      Executive is currently employed by the Company as the Company's Executive Vice
      President and Chief Financial Officer. 

     

    B.
       Among
      the
      recent determinations of the Executive Committee and the Compensation Committee
      were that it was in the best interests of the Company to promote the Executive
      to the position of Executive Vice President and permanent Chief Financial
      Officer, to increase the Executive's annual base compensation and thereafter
      to
      enter into a mutually acceptable employment agreement with the Executive.


     

    C.
       As
      a
      condition to and in consideration of the Company entering into this Agreement,
      the Company requires that pursuant to this Agreement the Executive hereby
      knowingly and intentionally furnishes the Company with, among other things,
      the
      suite of proprietary covenants of the Executive in favor of the Company set
      forth in Article IV hereof, including by way of illustration, and not in
      limitation, the Executive's covenant not to compete with the businesses of
      the
      Company, its Subsidiaries and their Affiliates.

     

    D.
       The
      Executive desires to hold the positions of Executive Vice President and Chief
      Financial Officer and to receive the salary and other financial benefits of
      this
      Agreement. Further, the Executive expressly acknowledges that: (i) as a member
      of the Company's senior management, she is one of the persons charged with
      primary responsibility for the implementation of the Company's business plans,
      and that she will have regular access to various confidential and/or proprietary
      information relating to the Company, its Subsidiaries, their Affiliates and
      their businesses; and (ii) the suite of proprietary covenants of the Executive
      in favor of the Company set forth in Article IV hereof which the Executive
      is
      knowingly and intentionally furnishing to the Company, including by way of
      illustration, and not in limitation, the Executive's covenant not to engage
      in
      competition with the Company, its Subsidiaries, their Affiliates and their
      businesses, are (A) being made both in consideration of the Company entering
      into this Agreement and providing certain financial benefits set forth herein
      and (B) necessary to protect the legitimate business interests of the Company,
      its Subsidiaries and Affiliates and their respective businesses.

     

    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the foregoing recitals, and the mutual agreements
      herein contained and other good and valuable consideration, the receipt and
      sufficiency of which are hereby mutually acknowledged, the parties hereby agree
      as follows:

    


    ARTICLE
      1  

     

    EMPLOYMENT
      RELATIONSHIP

     

    1.1  Recitals.
      The
      Recitals to this Agreement are hereby incorporated herein and made a part
      hereof.

     

    1.2  Employment.
      Subject
      to the terms and conditions of this Agreement, the Company hereby agrees to
      employ the Executive to serve as the Company's Executive Vice President and
      Chief Financial Officer, and the Executive hereby accepts such employment,
      and
      agrees to perform all of her assigned duties and responsibilities to the best
      of
      her abilities in a diligent, trustworthy, businesslike and efficient manner,
      and
      in compliance with the Dyadic International, Inc. Code of Business Conduct
      and
      Ethics, a copy of which appears on the Company's website.

     

    1.3  Duties;
      Reporting Authority.
      The
      Executive shall have the normal and customary duties, responsibilities and
      authority of a Person holding the title and job description set forth in Section
      1.2 hereof, and, in addition, shall perform such other duties on behalf of
      the
      Company, its Subsidiaries and their Affiliates as may be assigned to her by
      the
      Chief Executive Officer or by the Board. In connection with the Executive's
      performance of her duties she shall report to the Chief Executive Officer or
      to
      such other Person as the Chief Executive Officer or the Board may designate
      from
      time to time. 

     

    1.4  Exclusive
      Employment.
      While
      she is employed by the Company hereunder, the Executive covenants to the Company
      that she will devote her entire business time, energy, attention and skill
      to
      the Company, its Subsidiaries and their Affiliates (except for permitted
      vacation periods and reasonable periods of illness or other incapacity), and
      use
      her good faith best efforts to promote the interests of the Company, its
      Subsidiaries and their Affiliates. The foregoing shall not be construed as
      prohibiting the Executive from spending such time as may be reasonably necessary
      to attend to her personal affairs and investments so long as such activities
      do
      not conflict or interfere with the Executive's obligations and/or timely
      performance of her duties to the Company, its Subsidiaries and their Affiliates
      hereunder.

     

    1.5  Executive
      Representations.
      The
      Executive hereby represents and warrants to the Company that:

     

    (a)  the
      execution, delivery and performance by the Executive of this Agreement and
      any
      other agreements contemplated hereby to which the Executive is a party do not
      and shall not conflict with, breach, violate or cause a default under any
      contract, agreement, instrument, order, judgment or decree to which the
      Executive is a party or by which she is bound;

     

    (b)  the
      Executive is not a party to or bound by any employment agreement,
      non-competition agreement or confidentiality agreement with any other Person
      (or
      if a party to such an agreement, the Executive has disclosed the material terms
      thereof to the Compensation Committee prior to the execution hereof and promptly
      after the date hereof shall deliver a copy of such agreement to the Compensation
      Committee); and 

     

    (c)  upon
      the
      execution and delivery of this Agreement by the Company, this Agreement shall
      be
      the valid and binding obligation of the Executive, enforceable in accordance
      with its terms.

     

    The
      Executive hereby acknowledges and represents that she has consulted with
      independent legal counsel regarding her rights and obligations under this
      Agreement and that she fully understands the terms and conditions contained
      herein.

    


    1.6  Company
      Representations.
      The
      Company hereby represents and warrants to the Executive that:

     

    (a)  the
      execution, delivery and performance by the Company of this Agreement and any
      other agreements contemplated hereby to which the Company is a party do not
      and
      shall not conflict with, breach, violate or cause a default under any contract,
      agreement, instrument, order, judgment or decree to which the Company is a
      party
      or by which she is bound; and 

     

    (b)  upon
      the
      execution and delivery of this Agreement by the Executive, this Agreement shall
      be the valid and binding obligation of the Company, enforceable in accordance
      with its terms.

     

    1.7  Indemnification.
      

     

    (a)  By
      the
      Executive.
      The
      Executive shall indemnify and hold the Company and its Subsidiaries and
      Affiliates harmless from and against any and all claims, demands, losses,
      judgments, costs, expenses, or liabilities incurred by the Company and/or any
      of
      its Subsidiaries or Affiliates arising out of or in connection with the breach
      of any representation or warranty of the Executive contained in this Agreement.
      

     

    (b)  By
      the
      Company.
      The
      Company shall indemnify and hold the Executive harmless from and against any
      and
      all claims, demands, losses, judgments, costs, expenses, or liabilities incurred
      by the Executive arising out of or in connection with the breach of any
      representation or warranty of the Company contained in this Agreement. Further,
      the Company shall defend, indemnify and hold harmless the Executive (including
      without limitation, the prompt advance payment of all reasonable legal fees
      and
      expenses) to the fullest extent permitted by applicable law and the by-laws
      of
      the Company. 

     

    ARTICLE
      2  

     

    PERIOD
      OF EMPLOYMENT

     

    2.1  Employment
      Period.
      The
      Executive is an existing employee of the Company and shall continue to be an
      employee of the Company until the date fixed by the provisions of Section 2.2
      hereof, subject to the early termination provisions of Article V hereof (the
      "Employment
      Period"),
      it
      being acknowledged that the Company's fiscal year ends on December 31, and
      that
      the Employment Period shall therefore be denominated in calendar
      years.

     

    2.2  Initial
      Term of Employment Period and Extension Terms.
      The
      Employment Period shall initially continue until December 31, 2008 (the
      "Initial
      Term").
      The
      Employment Period shall be automatically extended for successive calendar years
      of the Company following the expiration of the Initial Term (each such one
      year
      period being hereinafter referred to as an "Extension
      Term")
      upon
      the same terms and conditions provided for herein unless either party provides
      the other party with advance written notice of its or her intention not to
      extend the Employment Period; provided, however, that such notice must be
      delivered by the non-extending party to the other party not later than ninety
      (90) days prior to the expiration of the Initial Term or any Extension Term,
      as
      the case may be. 

     

    ARTICLE
      3  

     

    COMPENSATION

     

    3.1  Annual
      Base Compensation.
      Effective as of October 1, 2007, and during the balance of the Employment Period
      the Company shall pay to the Executive an annual base salary (the "Annual
      Base Compensation")
      in the
      amount of $197,500. The Annual Base Compensation shall be paid in regular
      installments in accordance with the Company's general payroll practices, and
      shall be subject to all required federal, state and local withholding taxes.
      The
      Executive's Annual Base Compensation shall be reviewed by the Chief Executive
      Officer and the Compensation Committee annually, and may, in the discretion
      of
      the Chief Executive Officer and the Compensation Committee be increased,
      provided that there shall be no obligation on the part of the Company to
      increase the Executive's Annual Base 

     

    3.2  Discretionary
      Bonuses.
      In the
      absolute discretion of the Compensation Committee, the Executive may be entitled
      to receive a bonus, as and if the Compensation Committee shall determine from
      time to time. 

     

    3.3  Expenses.
      During
      the Employment Period, the Executive shall be entitled to reimbursement of
      all
      travel, entertainment and other business expenses reasonably incurred in the
      performance of her duties for the Company, upon submission of all receipts
      and
      accounts with respect thereto, and approval by the Company thereof, in
      accordance with the business expense reimbursement policies adopted by the
      Company from time to time.

     

    3.4  Vacation.
      In
      respect of each calendar year falling within the Employment Period, the
      Executive shall be entitled to four (4) weeks of vacation, or if greater, the
      number of weeks of vacation proscribed by the vacation policies of the Company
      then in effect from time to time, provided that unused vacation may be used
      by
      the Executive in the following calendar year only in accordance with and as
      permitted by the Company's then current vacation policies in effect from time
      to
      time.

     

    3.5  Other
      Fringe Benefits.
      During
      the Employment Period, if, as and when they are being provided to other
      employees of the Company holding positions with the Company comparable to the
      Executive's position, the Executive shall also be entitled to receive health
      insurance benefits, disability benefits and retirement benefits and other fringe
      benefits.

     

    ARTICLE
      4  

     

    COVENANTS
      OF THE EMPLOYEE

     

    4.1  Proprietary
      Rights.
      The
      Executive hereby expressly agrees that all research, Biological Materials,
      discoveries, inventions and innovations (whether or not reduced to practice
      or
      documented), improvements, developments, methods, designs, analyses, drawings,
      reports and all similar or related information (whether patentable or
      unpatentable, and whether or not reduced to writing), trade secrets (being
      information about the business of the Company, its Subsidiaries and their
      Affiliates which is considered by the Company or any such Subsidiary or
      Affiliate to be confidential and is proprietary to the Company or any such
      Subsidiary or Affiliate) and confidential information, copyrightable works,
      and
      similar and related information (in whatever form or medium), which (x) either
      (i) relate to the Company's, its Subsidiaries' or their Affiliates' actual
      or
      anticipated business, research and development or existing or future products
      or
      services or (ii) result from any work performed by the Executive for the
      Company, its Subsidiaries or any of their Affiliates and (y) are conceived,
      developed, made or contributed to in whole or in part by the Executive during
      the Employment Period ("Work
      Product")
      shall
      be and remain the sole and exclusive property of the Company, such Subsidiary
      or
      such Affiliate, as the case may be. The Executive shall communicate promptly
      and
      fully all Work Product to the Company.

     

    (a)  Work
      Made for Hire.
      The
      Executive acknowledges that, unless otherwise agreed in writing by the Company,
      all Work Product eligible for any form of copyright protection made or
      contributed to in whole or in part by the Executive within the scope of the
      Executive's employment by the Company during the Employment Period shall be
      deemed a "work made for hire" under the copyright laws and shall be owned by
      the
      Company, its Subsidiaries or their Affiliates, as applicable.

     

    (b)  Assignment
      of Proprietary Rights.
      The
      Executive hereby assigns, transfers and conveys to the Company, and shall
      assign, transfer and convey to the Company, all right, title and interest in
      and
      to all inventions, ideas, improvements, designs, processes, trademarks, service
      marks, trade names, trade secrets, trade dress, data, discoveries and other
      proprietary assets and proprietary rights in and of the Work Product (the
      "Proprietary
      Rights")
      for
      the Company's exclusive ownership and use, together with all rights to sue
      and
      recover for past and future infringement or misappropriation thereof, provided
      that if a Subsidiary or Affiliate of the Company is the owner thereof, such
      assignment, transfer and conveyance shall be made to such Subsidiary or
      Affiliate, as the case may be, which shall enjoy exclusive ownership and use,
      together with all rights to sue and recover for past and future infringement
      or
      misappropriation thereof.

     

    (c)  Further
      Instruments.
      At the
      request of the Company (its Subsidiaries or their Affiliates, as the case may
      be), at all times during the Employment Period and thereafter, the Executive
      will promptly and fully assist the Company (its Subsidiaries or their
      Affiliates, as the case may be) in effecting the purpose of the foregoing
      assignment, including but not limited to the further acts of executing any
      and
      all documents necessary to secure for the Company (its Subsidiaries or their
      Affiliates, as the case may be) such Proprietary Rights and other rights to
      all
      Work Product and all confidential information related thereto, providing
      cooperation and giving testimony.

     

    (d)  Inapplicability
      of Section 4.1 In Certain Circumstances.
      The
      Company expressly acknowledges and agrees that, and the Executive is hereby
      advised that, this Section 4.1 does not apply to any invention for which no
      equipment, supplies, facilities or trade secret information of the Company,
      its
      Subsidiaries or any of their Affiliates was used and which was developed
      entirely on the Executive's own time, unless (i) the invention relates to the
      business of the Company, its Subsidiaries or any of their Affiliates or to
      the
      Company's, its Subsidiaries' or any of their Affiliates' actual or demonstrably
      anticipated research or development or (ii) the invention results from any
      work
      performed by the Executive for the Company, its Subsidiaries or any of their
      Affiliates. 

     

    4.2  Ownership
      and Covenant to Return Documents, etc.
      The
      Executive agrees that all Work Product and all documents or other tangible
      materials (whether originals, copies or abstracts), including without
      limitation, price lists, quotation guides, outstanding quotations, books,
      records, manuals, files, sales literature, training materials, customer records,
      correspondence, computer disks or print-out documents, contracts, orders,
      messages, phone and address lists, invoices and receipts, and all objects
      associated therewith, which in any way relate to the business or affairs of
      the
      Company, its Subsidiaries and their Affiliates either furnished to the Executive
      by the Company, its Subsidiaries or any of their Affiliates or are prepared,
      compiled or otherwise acquired by the Executive during the Employment Period,
      shall be the sole and exclusive property of the Company, such Subsidiaries
      or
      such Affiliates, as the case may be. The Executive shall not, except for the
      use
      of the Company, its Subsidiaries or any of their Affiliates, use, copy or
      duplicate any of the aforementioned documents or objects, nor remove them from
      the facilities of the Company or such Subsidiaries or such Affiliates, as the
      case may be, nor use any information concerning them except for the benefit
      of
      the Company, its Subsidiaries and their Affiliates, either during the Employment
      Period or thereafter. The Executive agrees that she will deliver all of the
      aforementioned documents and objects that may be in her possession to the
      Company on the termination of her employment with the Company, or at any other
      time upon the Company's request, together with her written certification of
      compliance with the provisions of this Section 4.2 in the form of Exhibit
      A to
      this
      Agreement in accordance with the provisions of Section 5.3 hereof.

     

    4.3  Non-Disclosure
      Covenant.
      For a
      period commencing on the date of this Agreement and ending on the last to occur
      of five (5) years following the date of execution of this Agreement or three
      (3)
      years following the date of the termination of the Employment Period (the
      "Non-Disclosure
      Period"),
      the
      Executive shall not, either directly or indirectly, disclose to any
      "unauthorized person" or use for the benefit of the Executive or any Person
      other than the Company, its Subsidiaries or their Affiliates any Work Product
      or
      any knowledge or information, which the Executive may acquire while employed
      by
      the Company (whether before or after the date of this Agreement), relating
      to
      (i) the financial, marketing, sales and business plans and affairs, financial
      statements, analyses, forecasts and projections, books, accounts, records,
      operating costs and expenses and other financial information of the Company,
      its
      Subsidiaries and their Affiliates, (ii) internal management tools and systems,
      costing policies and methods, pricing policies and methods and other methods
      of
      doing business, of the Company, its Subsidiaries and their Affiliates, (iii)
      customers, sales, customer requirements and usages, distributor lists, of the
      Company, its Subsidiaries and their Affiliates, (iv) agreements with customers,
      vendors, independent contractors, employees and others, of the Company, its
      Subsidiaries and their Affiliates, (v) existing and future products or services
      and product development plans, designs, analyses and reports, of the Company,
      its Subsidiaries and their Affiliates, (vi) computer software and data bases
      developed for the Company, its Subsidiaries or their Affiliates, and trade
      secrets, research, records of research, models, designs, drawings, technical
      data and reports of the Company, its Subsidiaries and their Affiliates and
      (vii)
      correspondence or other private or confidential matters, information or data
      whether written, oral or electronic, which is proprietary to the Company, its
      Subsidiaries and their Affiliates and/or not generally known to the public
      (individually and collectively "Confidential
      Information"),
      without the Company's prior written permission. For purposes of this Section
      4.3, the term "unauthorized person" shall mean any Person who is not (i) an
      officer or director of the Company or an employee of the Company for whom the
      disclosure of the knowledge or information referred to herein is necessary
      for
      her performance of her assigned duties, or (ii) an employee, officer or director
      of a Subsidiary or Affiliate of the Company for whom the disclosure of the
      knowledge or information referred to herein is necessary for her performance
      of
      her assigned duties, or (iii) a Person expressly authorized by the Company
      to
      receive disclosure of such knowledge or information. The Company expressly
      acknowledges and agrees that the term "Confidential Information" excludes
      information which is (A) in the public domain or otherwise generally known
      to
      the trade, or (B) disclosed to third parties other than by reason of the
      Executive's breach of her confidentiality obligation hereunder or (C) learned
      of
      by the Executive subsequent to the termination of her employment hereunder
      from
      any other party not then under an obligation of confidentiality to the Company,
      its Subsidiaries and their Affiliates. Further, the Executive covenants to
      the
      Company that in the Executive's performance of her duties hereunder, the
      Executive will violate no confidentiality obligations she may have to any third
      Persons. 

     

    4.4  Non-Interference
      Covenants.
      The
      Executive covenants to the Company that while the Executive is employed by
      the
      Company hereunder and for the two (2) year period thereafter (the "Non-Interference
      Period"),
      she
      will not, for any reason, directly or indirectly: (a) solicit, hire, or
      otherwise do any act or thing which may induce any other employee of the
      Company, its Subsidiaries or their Affiliates to leave the employ or otherwise
      interfere with or adversely affect the relationship (contractual or otherwise)
      of the Company, its Subsidiaries and their Affiliates with any person who is
      then or thereafter becomes an employee of the Company, its Subsidiaries and
      their Affiliates; (b) do any act or thing which may interfere with or adversely
      affect the relationship (contractual or otherwise) of the Company, its
      Subsidiaries and their Affiliates with any vendor of goods or services to the
      Company, its Subsidiaries and their Affiliates or induce any such vendor to
      cease doing business with the Company, its Subsidiaries and their Affiliates;
      or
      (c) except for Competitive Activities (as defined in Section 4.5) engaged in
      by
      the Employee after the expiration of the Non-Competition Period, do any act
      or
      thing which may interfere with or adversely affect the relationship (contractual
      or otherwise) of the Company, its Subsidiaries and their Affiliates with any
      customer of the Company, its Subsidiaries and their Affiliates or induce any
      such customer to cease doing business with the Company, its Subsidiaries and
      their Affiliates.

     

    4.5  Covenant
      Not To Compete.
      The
      Executive expressly acknowledges that (i) the Executive's performance of her
      services for the Company hereunder will afford her access to and cause her
      to
      become highly knowledgeable about the Company's, its Subsidiaries' and their
      Affiliates' Confidential Information; (ii) the agreements and covenants
      contained in this Section 4.5 are essential to protect the Confidential
      Information, business and goodwill of the Company, its Subsidiaries and their
      Affiliates, and the restraints on the Executive imposed by the provisions of
      this Section 4.5 are justified by these legitimate business interests of the
      Company; and (iii) her covenants to the Company, its Subsidiaries and their
      Affiliates set forth in this Section 4.5 are being made both in consideration
      of
      the Company's employment of the Executive in the office to which the Executive
      has been recently promoted and the salary and other financial benefits of this
      Agreement. Accordingly, the Executive hereby agrees that during the
      Non-Competition Period she shall not, anywhere in the Applicable Territory,
      directly or indirectly, own any interest in, invest in, lend to, borrow from,
      manage, control, participate in, consult with, become employed by, render
      services to, or in any other manner whatsoever engage in, any business which
      is
      competitive with any lines of business actively being engaged in by the Company,
      its Subsidiaries and their Affiliates in the Applicable Territory or actively
      (and demonstrably) being considered by the Company, its Subsidiaries and their
      Affiliates for entry into on the date of the termination of the Employment
      Period (collectively, "Competitive
      Activities").
      The
      preceding to the contrary notwithstanding, the Executive shall be free to make
      investments in the publicly traded securities of any corporation, provided
      that
      such investments do not amount to more than 1% of the outstanding securities
      of
      any class of such corporation. 

     

    4.6  Remedies
      For Breach.
      If the
      Executive commits a breach, or threatens to commit a breach, of any of the
      provisions of this Article IV, the Company and its Subsidiaries shall have
      the
      right and remedy, in addition to any other remedy that may be available at
      law
      or in equity, to have the provisions of this Article IV specifically enforced
      by
      any court having equity jurisdiction, by the entry of temporary, preliminary
      and
      permanent injunctions and orders of specific performance, together with an
      accounting therefor, it being expressly acknowledged and agreed by the Executive
      that any such breach or threatened breach will cause irreparable injury to
      the
      Company and its Subsidiaries and that money damages will not provide an adequate
      remedy to the Company and its Subsidiaries. Any such injunction shall be
      available without the posting of any bond or other security, and the Executive
      hereby consents to the issuance of such injunction. The Executive further agrees
      that any such injunctive relief obtained by the Company or its Subsidiaries
      shall be in addition to, and not in lieu of, monetary damages and any other
      remedies to which the Company or its Subsidiaries may be entitled. Further,
      in
      the event of an alleged breach or violation by the Executive of any of the
      provisions of Sections 4.3, 4.4 or 4.5 hereof, the Non-Disclosure Period, the
      Non-Interference Period and\or the Non-Competition Period, as the case may
      be,
      shall be tolled until such breach or violation has been cured. The parties
      agree
      that in the event of the institution of any action at law or in equity by either
      party to enforce the provisions of this Article IV, the losing party shall
      pay
      all of the costs and expenses of the prevailing party, including reasonable
      legal fees, incurred in connection therewith. If any covenant contained in
      this
      Article IV or any part thereof is hereafter construed to be invalid or
      unenforceable, the same shall not affect the remainder of such covenant or
      any
      other covenants, which shall be given full effect, without regard to the invalid
      portions, and any court having jurisdiction shall have the power to modify
      such
      covenant to the least extent necessary to render it enforceable and, in its
      modified form, said covenant shall then be enforceable.

     

    ARTICLE
      5  

     

    TERMINATION
      OF EMPLOYMENT

     

    5.1  Termination
      and Triggering Events.
      Notwithstanding anything to the contrary elsewhere contained in this Agreement,
      the Employment Period shall terminate at the expiration of the Initial Term
      or
      any Extension Term, or prior to the expiration of the Initial Term or any
      Extension Term upon the occurrence of any of the following events (hereinafter
      referred to as "Triggering
      Events"):
      (a)
      the Executive's death; (b) the Executive's Total Disability; (c) the Executive's
      Resignation; (d) a Termination by the Company for Cause; or (f) a Termination
      by
      the Company Without Cause.

     

    5.2  Rights
      Upon Occurrence of a Triggering Event.
      Subject
      to the provisions of Section 5.3 hereof, the rights of the parties upon the
      occurrence of a Triggering Event prior to the expiration of the Initial Term
      or
      any Extension Term shall be as follows:

     

    (a)  Resignation
      and Termination by the Company for Cause.
      If the
      Triggering Event was the Executive's Resignation or a Termination by the Company
      for Cause, the Executive shall be entitled to receive her Annual Base
      Compensation and accrued but unpaid vacation through the date thereof in
      accordance with the policy of the Company, and to continue to participate in
      the
      Company's health, insurance and disability plans and programs through that
      date
      and thereafter, but only to the extent permitted under the terms of such plans
      and programs.

     

    


    (b)  Death
      or Total Disability:
      If the
      Triggering Event was the Executive's death or Total Disability, the Executive
      (or the Executive's designated beneficiary) shall be entitled to receive the
      Executive's Annual Base Compensation and accrued but unpaid vacation through
      the
      date thereof plus a pro rata portion of the Executive's potential discretionary
      bonus for the calendar year in which such death or Total Disability occurred
      (based on the number of days the Executive was employed during the applicable
      calendar year), in accordance with the policy of the Company, and to continue
      to
      participate in the Company's health, insurance and disability plans and programs
      through the date of termination and thereafter only to the extent permitted
      under the terms of such plans and programs.

     

    (c)  Termination
      by Company Without Cause.
      If the
      Triggering Event was a Termination by the Company Without Cause, the Executive
      shall be entitled to receive her Annual Base Compensation and accrued but unpaid
      vacation through the date thereof plus, in the discretion of the Compensation
      Committee based upon whether it then appears any potential discretionary bonus
      for the year would have been earned by the Executive had she remained employed
      by the Company, a pro rata portion of the Executive's potential discretionary
      bonus for the calendar year in which such Triggering Event occurred (based
      on
      the number of days the Executive was employed during the applicable calendar
      year), payable in accordance with the Company's normal payroll practices,
      provided that in addition, for each month of the Severance Period hereinafter
      referred to, the Executive shall also be paid an amount per month equal to
      one-twelfth (1/12th) of her then current Annual Base Compensation in weekly,
      bi-monthly or monthly installments, as the case may be, consistent with the
      Company's normal payroll practices, commencing with the first regular payroll
      payment date following the termination of the Employment Period (collectively,
      the "Additional
      Severance Benefits");
      further provided that the Executive shall be entitled to receive such Additional
      Severance Benefits during the Severance Period if and only if the Executive has
      executed and delivered to the Company the General Release substantially in
      form
      and substance as set forth in Exhibit
      B
      to this
      Agreement and only so long as the Executive has not breached any of her
      covenants to the Company set forth in Article IV of this Agreement.

     

    (d)  Cessation
      of Entitlements and Company Right of Offset.
      Except
      as otherwise expressly provided herein, all of the Executive's rights to salary,
      employee benefits, fringe benefits and bonuses hereunder (if any) which would
      otherwise accrue after the termination of the Employment Period shall cease
      upon
      the date of such termination. The Company may offset any loans, cash advances
      or
      fixed amounts which the Executive owes the Company or its Affiliate against
      any
      amounts it owes the Executive under this Agreement.

     

    5.3  Survival
      of Certain Obligations and Termination Certificate.
      The
      provisions of Articles IV, V, VI and VIII shall survive any termination of
      the
      Employment Period, whether by reason of the occurrence of a Triggering Event
      or
      the expiration of the Initial Term or any Extension Term. Immediately following
      the termination of the Employment Period, the Executive shall promptly return
      to
      the Company all property required to be returned to the Company pursuant to
      the
      provisions of Section 4.2 hereof and execute and deliver to the Company the
      Termination Certificate attached hereto as Exhibit
      A
      and by
      this reference made a part hereof.

     

    ARTICLE
      6  

     

    ASSIGNMENT

     

    6.1  Prohibition
      of Assignment by Executive.
      The
      Executive expressly agrees for herself, and on behalf of her executors,
      administrators and heirs, that this Agreement and her obligations, rights,
      interests and benefits hereunder shall not be assigned, transferred, pledged
      or
      hypothecated in any way by the Executive, her executors, administrators or
      heirs, and shall not be subject to execution, attachment or similar process.
      Any
      attempt to assign, transfer, pledge, hypothecate or otherwise dispose of this
      Agreement or any such rights, interests and benefits thereunder contrary to
      the
      foregoing provisions, or the levy of any attachment or similar process
      thereupon, shall be null and void and without effect and shall relieve the
      Company of any and all liability hereunder. 

     

    6.2  Right
      of Company to Assign.
      Except
      as provided in the next sentence, the rights, but not the obligations of the
      Company, shall be assignable and transferable to any successor-in-interest
      without the consent of the Executive. In the instance of a sale of the Company
      or the sale of all or substantially all of the assets of the Company, this
      Agreement and the rights and obligations of the Company hereunder may be
      assigned to the acquiring party without the Executive's consent, and for
      purposes of this Agreement, such acquirer shall thereafter be deemed to be
      the
      Company.

     

    ARTICLE
      7  

     

    DEFINITIONS

     

    "Affiliate"
      means,
      with respect to any Person, any other Person directly or indirectly controlling,
      controlled by, or under common control with that Person, provided that, for
      purposes of this definition, the terms "controls," "controlled by," or "under
      common control with" shall mean that Person's possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      and
      policies of such other Person, whether through the ownership of voting
      securities, by contract or otherwise.

    


    "Applicable
      Territory"
      means
      the United States of America and each other country in which the Company, any
      of
      its Subsidiaries or any of their Affiliates is actively engaged in the conduct
      of one or more lines of business. 

    


    "Board"
      means
      the Board of Directors of the Company.

    


    "Biological
      Materials"
      means
      (i) classical or genetically modified strains, micro or other organisms, genes,
      proteins, peptides, sugars, metabolites, small molecules, enzymes or DNA,
      vectors, plasmids, promoters, expression cassettes or other genomic tools and
      assay materials which are being worked with or on by the Company, its
      Subsidiaries or any of their Affiliates or which are being worked with or on
      the
      Company's, its Subsidiaries' or any of their Affiliates' behalf by the
      Company's, its Subsidiaries' or any of their Affiliates' advisors, research
      and
      business collaborators, and (ii) "Biological Materials" and fermentation or
      other manufacturing processes being utilized by the Company, its Subsidiaries
      or
      any of their Affiliates, the Company's, its Subsidiaries' or any of their
      Affiliates' research or business collaborators or the Company's, its
      Subsidiaries' or any of their Affiliates' third party manufactures for research,
      pilot scale and/or commercial manufacture of biotechnology and other
      products.

    


    
      
      

      "Chief
        Executive Officer"
        means
        the chief executive officer of the Company.

    

    


    "Compensation
      Committee"
      means
      the Compensation Committee of the Board. 

    


    "Executive
      Committee"
      means
      the Executive Committee of the Board.

    


    "Non-Competition
      Period"
      means
      the Employment Period and the eighteen (18) month period
      thereafter.

    


    "Person"
      means
      an individual, partnership, limited liability company, trust, estate,
      association, corporation, governmental body or other juridical
      being.

    


    "Resignation"
      means
      the voluntary termination of employment hereunder by the Executive on or before
      the expiration of the Initial Term or any Extension Term, as the case may be
      (except if made in contemplation of a Termination by the Company for Cause),
      provided that if such action is taken by the Executive without the giving of
      at
      least ninety (90) days prior written notice, such termination of employment
      shall not be a "Resignation," but instead shall constitute a Termination for
      Cause, further provided that the termination of the Employment Period on account
      of the failure of the Executive to extend the Employment Period in accordance
      with the provisions of Section 2.2 hereof shall constitute a
      Resignation.

    


    "Severance
      Period"
      means:
      the six (6) month period immediately following the date of the termination
      of
      the Employment Period.

    


    "Subsidiary"
      means,
      with respect to any Person of which (i) if a corporation, a majority of the
      total voting power of shares of stock entitled (without regard to the occurrence
      of any contingency) to vote in the election of directors, managers or trustees
      thereof is at the time owned or controlled, directly or indirectly, by such
      Person or one or more of the other Subsidiaries of such Person or a combination
      thereof, or (ii) if a limited liability company, partnership, association or
      other business entity, a majority of the partnership or other similar ownership
      interest thereof is at the time owned or controlled, directly or indirectly,
      by
      any Person or one or more Subsidiaries of such Person or a combination thereof.
      For purposes hereof, a Person or Persons shall be deemed to have a majority
      ownership interest in a limited liability company, partnership, association
      or
      other business entity if such Person or Persons shall be allocated a majority
      of
      limited liability company, partnership, association or other business entity
      gains or losses or shall be or control any managing director or general partner
      of such limited liability company, partnership, association or other business
      entity.

    


    "Termination
      by the Company for Cause"
      means
      termination by the Company of the Executive's employment on or before the
      expiration of the Initial Term or any Extension Term, as the case may be, on
      account of a finding by the Compensation Committee that the Executive has:
      (i)
      breached this Agreement or any other agreement between the Executive and the
      Company, any Subsidiary or any of their Affiliates; (ii) engaged in disloyalty
      to the Company, including without limitation, the diversion of corporate
      opportunity, fraud, embezzlement, theft, commission of a felony or proven
      dishonesty, in the course of her performance of her services hereunder; (iii)
      disclosed trade secrets or other Confidential Information of the Company to
      Persons not entitled to receive such information; or (iv) engaged in such other
      behavior detrimental to the interests of the Company as the Compensation
      Committee determines; provided that the termination of the Executive's
      employment hereunder by the Company shall not be deemed a Termination by the
      Company for Cause unless and until there shall have been delivered to the
      Executive a written notice from the Chief Executive Officer (after reasonable
      notice (in light of the circumstances surrounding the termination) to and an
      opportunity for the Executive, alone and in person, to have a face-to-face
      meeting with the Compensation Committee) stating that in the good faith opinion
      of the Compensation Committee, the Executive was guilty of the conduct set
      forth
      in one or more of the foregoing clauses. 

    


    "Termination
      by the Company Without Cause"
      means a
      termination of the Executive's employment by the Company on or before the
      expiration of the Initial Term or any Extension Term, as the case may be, which
      is not a Termination by the Company for Cause, provided that the termination
      of
      the Employment Period on account of the failure of the Company to extend the
      Employment Period in accordance with the provisions of Section 2.2 hereof shall
      constitute a Termination by the Company Without Cause.

    


    "Total
      Disability"
      means
      the Executive's inability, because of illness, injury or other physical or
      mental incapacity, to perform her duties hereunder (as determined by the
      Compensation Committee in good faith) for a continuous period of ninety (90)
      consecutive days, or for a total of ninety (90) days within any three hundred
      sixty (360) consecutive day period, in which case such Total Disability shall
      be
      deemed to have occurred on the last day of such ninety (90) day or three hundred
      sixty (360) day period, as applicable. 

    


    ARTICLE
      8  

     

    GENERAL

     

    


    8.1  Notices.
      All
      notices under this Agreement shall be in writing and shall be deemed properly
      sent, (i) when delivered, if by personal service or reputable overnight courier
      service, or (ii) when received, if sent (x) by certified or registered mail,
      postage prepaid, return receipt requested, or (y) via facsimile transmission
      (provided that a hard copy of such notice is sent to the addressee via one
      of
      the methods of delivery or mailing set forth above on the same day the facsimile
      transmission is sent), to (A) the Executive at the address of her principal
      place of residence on file with the Company from time to time and (B) to the
      Company, as follows:

     

    Dyadic
      International, Inc.

    c/o
      Chief
      Executive Officer

    140
      Intracoastal Pointe Drive, Suite 404

    Jupiter,
      Florida 33477

    Facsimile
      (561) 743-8513

    


    With
      a
      copy to:

    


    David
      W.
      Trench, Esq.

    Bilzin
      Sumberg Baena Price & Axelrod LLP

    2500
      Wachovia Financial Center

    200
      South
      Biscayne Boulevard

    Miami,
      Florida 33131-5340

    


    


    8.2  Governing
      Law.
      This
      Agreement shall be subject to and governed by the laws of the State of Florida
      without regard to any choice of law or conflicts of law rules or provisions
      (whether of the State of Florida or any other jurisdiction), irrespective of
      the
      fact that the Executive may become a resident of a different state.

     

    8.3  Binding
      Effect.
      The
      Agreement shall be binding upon and inure to the benefit of the Company, its
      successors and assigns, and the Executive and her executors, administrators,
      personal representatives and heirs. 

     

    8.4  Complete
      Understanding.
      This
      Agreement constitutes the complete understanding among the parties hereto with
      regard to the subject matter hereof, and supersedes any and all prior agreements
      and understandings relating to the terms of Executive's employment by the
      Company.

     

    8.5  Amendments.
      No
      change, modification or amendment of any provision of this Agreement shall
      be
      valid unless made in writing and signed by all of the parties
      hereto.

     

    8.6  Waiver.
      The
      waiver by the Company of a breach of any provision of this Agreement by the
      Executive shall not operate or be construed as a waiver of any subsequent breach
      by the Executive. The waiver by the Executive of a breach of any provision
      of
      this Agreement by the Company shall not operate as a waiver of any subsequent
      breach by the Company.

     

    8.7  Venue,
      Jurisdiction, Etc.
      The
      Executive hereby agrees that any suit, action or proceeding relating in any
      way
      to this Agreement may be brought and enforced in the Circuit Court of Palm
      Beach
      County of the State of Florida or in the District Court of the United States
      of
      America for the Southern District of Florida, and in either case the Executive
      hereby submits to the jurisdiction of each such court. The Executive hereby
      waives and agrees not to assert, by way of motion or otherwise, in any such
      suit, action or proceeding, any claim that the Executive is not personally
      subject to the jurisdiction of the above-named courts, that the suit, action
      or
      proceeding is brought in an inconvenient forum or that the venue of the suit,
      action or proceeding is improper. The Executive consents and agrees to service
      of process or other legal summons for purpose of any such suit, action or
      proceeding by registered mail addressed to the Executive at her address listed
      in the business records of the Company. Nothing contained herein shall affect
      the rights of the Company to bring suit, action or proceeding in any other
      appropriate jurisdiction. The Executive and the Company do each hereby waive
      any
      right to trial by jury, she or it may have concerning any matter relating to
      this Agreement.

     

    8.8  Severability.
      If any
      portion of this Agreement shall be for any reason, invalid or unenforceable,
      the
      remaining portion or portions shall nevertheless be valid, enforceable and
      carried into effect.

     

    8.9  Headings.
      The
      headings of this Agreement are inserted for convenience only and are not to
      be
      considered in the construction of the provisions hereof. 

     

    8.10  Counterparts.
      This
      Agreement may be executed in one or more counterparts, all of which, taken
      together, shall constitute one and the same agreement.

     

    [Signatures
      on the following pages]


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


      IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the date first above-written.

    


    COMPANY:      EXECUTIVE:

    


    DYADIC
      INTERNATIONAL, INC., 

    a
      Delaware Corporation     
By:
      /s/ Lisa De La Pointe      

                                                                                        
      LISA
      DE
      LA POINTE

    


    By:
      /s/ Wayne Moor      

            
Wayne
      Moor

    Chief
      Executive Officer

    


    


    



    
      
        
          15

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    EXHIBIT
      A

    to

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    between

    DYADIC
      INTERNATIONAL, INC.

    and

    LISA
      DE
      LA POINTE

    


    TERMINATION
      CERTIFICATE

    


    This
      is
      to certify that, except as permitted by the Employment Agreement (as defined
      below) I do not have in my possession, nor have I failed to return, any
      software, inventions, designs, works of authorship, copyrightable works,
      formulas, data, marketing plans, forecasts, product concepts, marketing plans,
      strategies, forecasts, devices, records, data, notes, reports, proposals,
      customer lists, correspondence, specifications, drawings, blueprints, sketches,
      materials, patent applications, continuation applications, continuation-in-part
      applications, divisional applications, other documents or property, or
      reproductions of any aforementioned items belonging to DYADIC INTERNATIONAL,
      INC. (the "Company"),
      its
      Subsidiaries and their Affiliates, successors or assigns.

    


    I
      further
      certify that I have complied with all the terms of the Employment Agreement
      dated as of October 18, 2007 between the Company and me (as the same may be
      amended, restated or otherwise modified, the "Employment
      Agreement"),
      relating to the reporting of any Work Product conceived or made by me (solely
      or
      jointly with others) covered by the Employment Agreement. Capitalized terms
      used
      but not otherwise defined herein shall have the meanings given such terms in
      the
      Employment Agreement.

     

    I
      acknowledge that the provisions of the Employment Agreement relating to
      Confidential Information continue in effect beyond the termination of the
      Employment Agreement, as set forth therein.

     

    Finally,
      I further acknowledge that the provisions of the Employment Agreement relating
      to my (i) anti-pirating, (ii) non-interference and (iii) non-competition
      covenants to the Company, its Subsidiaries and their Affiliates, also remain
      in
      effect following the date of my termination of employment with the
      Company.

     

    


    Date:_________________       ______________________________
      

                     LISA
      DE
      LA POINTE

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

    to

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    between

    DYADIC
      INTERNATIONAL, INC.

    and

    LISA
      DE
      LA POINTE

    


    GENERAL
      RELEASE

    


      I,
      Lisa
      De La Pointe, in consideration of and subject to the performance by DYADIC
      INTERNATIONAL, INC., a Delaware corporation (the "Company"), of its material
      obligations under the Employment Agreement, dated as of October 18, 2007 (as
      the
      same may be amended, restated or otherwise modified, the "Agreement"),
      do
      hereby release and forever discharge as of the date hereof the Company, its
      Subsidiaries and their Affiliates (as those terms are defined in the Agreement)
      and all present and former directors, officers, agents, representatives,
      employees, successors and assigns of the Company, its Subsidiaries and their
      Affiliates and their direct or indirect owners (collectively, the "Released
      Parties")
      to the
      extent provided below. 

    


    
      	
              1.
                

            	
              I
                understand that any payments or benefits paid or granted to me under
                Section 5.2(c) of the Agreement represent, in part, consideration
                for
                signing this General Release and are not salary, wages or benefits
                to
                which I was already entitled. I understand and agree that I will
                not
                receive the payments and benefits specified in Section 5.2(c) of
                the
                Agreement unless I execute this General Release and do not revoke
                this
                General Release within the time period permitted hereafter or breach
                this
                General Release.

            


    

    


    
      	
              2.
                

            	
              Except
                as provided in paragraph 4 of this General Release, I knowingly and
                voluntarily release and forever discharge the Company and the other
                Released Parties from any and all claims, controversies, actions,
                causes
                of action, cross-claims, counterclaims, demands, debts, compensatory
                damages, liquidated damages, punitive or exemplary damages, other
                damages,
                claims for costs and attorneys' fees, or liabilities of any nature
                whatsoever in law and in equity, both past and present (through the
                date
                of this General Release) and whether known or unknown, suspected,
                or
                claimed against the Company or any of the Released Parties which
                I, my
                spouse, or any of my heirs, executors, administrators or assigns,
                may
                have, which arise out of or are connected with my employment with,
                or my
                separation from, the Company (including, but not limited to, any
                allegation, claim or violation, arising under: Title VII of the Civil
                Rights Act of 1964, as amended; the Civil Rights Act of 1991; the
                Age
                Discrimination in Employment Act of 1967, as amended (including the
                Older
                Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended;
                the Americans with Disabilities Act of 1990; the Family and Medical
                Leave
                Act of 1993; the Civil Rights Act of 1866, as amended; the Worker
                Adjustment Retraining and Notification Act; the Executive Retirement
                Income Security Act of 1974; any applicable Executive Order Programs;
                the
                Fair Labor Standards Act; or their state or local counterparts; or
                under
                any other federal, state or local civil or human rights law, or under
                any
                other local, state, or federal law, regulation or ordinance; or under
                any
                public policy, contract or tort, or under common law; or arising
                under any
                policies, practices or procedures of the Company; or any claim for
                wrongful discharge, breach of contract, negligent or intentional
                infliction of emotional distress, defamation; or any claim for costs,
                fees, or other expenses, including attorneys' fees incurred in these
                matters) (all of the foregoing collectively referred to herein as
                the
                "Claims").

            


    

    


    
      	
              3.
                

            	
              I
                represent that I have made no assignment or transfer of any right,
                claim,
                demand, cause of action or other matter covered by paragraph 2 of
                this
                General Release.

            


    

    


    
      	
              4.
                

            	
              I
                and the Company mutually agree that this General Release does not
                waive or
                release any rights or claims that I may have under: (a) the Age
                Discrimination in Employment Act of 1967 which arise after the date
                I
                execute this General Release; and (b) any agreements to which I and
                the
                Company and/or any of its Subsidiaries or Affiliates are parties
                pertaining to any shares or options to purchase shares of capital
                stock of
                the Company and/or any of its Subsidiaries or Affiliates owned by
                me. I
                acknowledge and agree that my separation from employment with the
                Company
                in compliance with the terms of the Agreement shall not serve as
                the basis
                for any claim or action (including, without limitation, any claim
                under
                the Age Discrimination in Employment Act of 1967).
                

            


    

    


    
      	
              5.
                

            	
              In
                signing this General Release, I acknowledge and intend that it shall
                be
                effective as a bar to each and every one of the Claims hereinabove
                mentioned or implied. I expressly consent that this General Release
                shall
                be given full force and effect according to each and all of its express
                terms and provisions, including those relating to unknown and unsuspected
                Claims (notwithstanding any state statute that expressly limits the
                effectiveness of a general release of unknown, unsuspected and
                unanticipated Claims), if any, as well as those relating to any other
                Claims hereinabove mentioned or implied. I acknowledge and agree
                that this
                waiver is an essential and material term of this General Release
                and that
                without such waiver the Company would not have agreed to the terms
                of the
                Agreement. I further agree that in the event I should bring a Claim
                seeking damages against any Released Party, or in the event I should
                seek
                to recover against any Released Party in any Claim brought by a
                governmental agency on my behalf, this General Release shall serve
                as a
                complete defense to such Claims. I further agree that I am not aware
                of
                any pending charge or complaint of the type described in paragraph
                2 as of
                the execution of this General
                Release.

            


    

    


    
      	
              6.
                

            	
              I
                agree that neither this General Release, nor the furnishing of the
                consideration for this General Release, shall be deemed or construed
                at
                any time to be an admission by the Company, any Released Party or
                myself
                of any improper or unlawful
                conduct.

            


    

    


    
      	
              7.
                

            	
              I
                agree that if I challenge the validity of this General Release, I
                will
                forfeit all unpaid amounts otherwise payable by the Company pursuant
                to
                Section 5.2(c) of the Agreement other than the very first payment
                due me
                thereunder, provided that nothing herein contained in this Agreement
                shall
                prohibit or bar me from filing a charge, including a challenge to
                the
                validity of the Agreement, with the United States Equal Employment
                Opportunity Commission ("EEOC"), or any state or local fair
                employment-practices agency, or from participating in any investigation,
                hearing or proceeding conducted by the EEOC, or any state or local
                fair
                employment practices agency. I also agree that if I violate this
                General
                Release by suing the Company or the other Released Parties, I will
                pay all
                costs and expenses of defending against the suit incurred by the
                Released
                Parties, including reasonable attorneys' fees, and return all payments
                received by me pursuant to the Agreement.


            


    

    


    
      	
              8.
                

            	
              I
                agree that this General Release is confidential and agree not to
                disclose
                any information regarding the terms of this General Release, except
                to my
                immediate family and any tax, legal or other counsel I have consulted
                regarding the meaning or effect hereof or as required by law, and
                I will
                instruct each of the foregoing not to disclose the same to
                anyone.

            


    

    


    
      	
              9.
                

            	
              Any
                non-disclosure provision in this General Release does not prohibit
                or
                restrict me (or my attorney) from responding to any inquiry about
                this
                General Release or its underlying facts and circumstances by the
                Securities and Exchange Commission (SEC), the EEOC (or a state or
                local
                fair employment practices agency), the Financial Industry Regulatory
                Authority (FINRA), any other self-regulatory organization or governmental
                entity.

            


    

    


    
      	
              10.
                

            	
              I
                agree to reasonably cooperate with the Company in any internal
                investigation or administrative, regulatory, or judicial proceeding.
                I
                understand and agree that my cooperation may include, but not be
                limited
                to, making myself available to the Company upon reasonable notice
                for
                interviews and factual investigations; appearing at the Company's
                request
                to give testimony without requiring service of a subpoena or other
                legal
                process; volunteering to the Company pertinent information; and turning
                over to the Company all relevant documents which are or may come
                into my
                possession all at times and on schedules that are reasonably consistent
                with my other permitted activities and commitments, provided that
                I shall
                have no obligation to expend more than one week of my time in connection
                with the performance of these activities which out reasonable recompense,
                as mutually and reasonably agreed upon by me and the Company. I understand
                that in the event the Company asks for my cooperation in accordance
                with
                this provision, the Company will reimburse me solely for reasonable
                travel
                expenses, including lodging and meals, upon my submission of receipts.
                

            


    

    


    
      	
              11.
                

            	
              Notwithstanding
                anything in this General Release to the contrary, this General Release
                shall not relinquish, diminish, or in any way affect any rights or
                claims
                arising out of any breach occurring after the date hereof by the
                Company
                or by any Released Party of the
                Agreement.

            


    

    


    
      	
              12.
                

            	
              Whenever
                possible, each provision of this General Release shall be interpreted
                in,
                such manner as to be effective and valid under applicable law, but
                if any
                provision of this General Release is held to be invalid, illegal
                or
                unenforceable in any respect under any applicable law or rule in
                any
                jurisdiction, such invalidity, illegality or unenforceability shall
                not
                affect any other provision or any other jurisdiction, but this General
                Release shall be reformed, construed and enforced in such jurisdiction
                as
                if such invalid, illegal or unenforceable provision had never been
                contained herein. 

            


    

    


    


    BY
      SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT: 

     

    (a)
       I
      HAVE
      READ IT CAREFULLY;

     

    
      	
              (b)
                

            	
              I
                UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT
                RIGHTS,
                INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION
                IN
                EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS
                ACT OF
                1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH
                DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY
                ACT
                OF 1974, AS AMENDED;

            


    

     

    (c)
       I
      VOLUNTARILY CONSENT TO EVERYTHING IN IT; 

     

    
      	
              (d)
                

            	
              I
                HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT
                AND I
                HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN
                NOT
                TO DO SO OF MY OWN VOLITION;

            


    

     

    
      	
              (e)
                

            	
              I
                HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE
                SUBSTANTIALLY IN ITS FINAL FORM ON _______________ ____, ____ TO
                CONSIDER
                IT AND THE CHANGES MADE SINCE THE ______________ _____, _____VERSION
                OF
                THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY
                PERIOD;

            


    

     

    
      	
              (f)
                

            	
              THE
                CHANGES TO THE AGREEMENT SINCE ____________ ___, _____ EITHER ARE
                NOT
                MATERIAL OR WERE MADE AT MY
                REQUEST.

            


    

     

    
      	
              (g)
                

            	
              I
                UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE
                TO
                REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE
                UNTIL THE REVOCATION PERIOD HAS
                EXPIRED;

            


    

     

    
      	
              (h)
                

            	
              I
                HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH
                THE
                ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
                

            


    

     

    
      	
              (i)
                

            	
              I
                AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED,
                WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED
                BY
                AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.
                

            


    

     

    


     

    DATE:
          _____________________