Exhibit 10.1


    
      

    

     

    
      		
              LaPolla
                Industries, Inc.

              Intercontinental
                Business Park

              15402
                Vantage Parkway East, Suite 322

              Houston,
                Texas 77032

            


    

    


     

     

    February
      1, 2006

    


    John
      G.
      Campbell

    


    Re:        
      Employment

    


    Dear
      John:

    


    We
      are
      pleased to offer, pursuant to the following terms and conditions, employment
      to
      you:

    


    1.    Position;
      Duties and Responsibilities.
      Your
      position will be Chief Financial Officer and Corporate Treasurer. You will
      have
      the duties and responsibilities usually vested in such capacity, and such other
      duties and responsibilities as may be assigned to you from time to time by
      us.
      You will report directly to the CEO.

    


    2.    Effective
      Date.
      Your
      employment in the capacities described in paragraph 1 above will be effective
      February 1, 2006.

    


    3.    Annual
      Base Salary.
      You
      will receive an annual base salary of $80,000, which will be reviewed on a
      monthly basis for ninety days and an annual basis thereafter from your Effective
      Date. You will be paid semi-monthly in accordance with our regular payroll
      practices. Notwithstanding the foregoing, your Annual Base Salary will
      automatically increase by $10,000 if, by your first employment anniversary
      date,
      you obtain your CPA license.

    


    4.    Insurance.
      You and
      your immediate family will be provided, at no cost to you, health and dental
      insurance coverage.

    


    5.    Vacation.
      You
      will be entitled to two weeks vacation per year.

    


    6.    Bonus.
      You
      will be entitled to $5,000 cash bonus on December 31, 2006 and eligible for
      year
      end bonus consideration as and if bonuses are paid to other executives
      thereafter.

    


    7.    Other
      Benefits.
      You
      will be entitled to participate in and any and all other plans as they may
      exist
      from time to time offered by us to our executives, including savings, pension,
      profit-sharing, and 401K plans, subject to the general eligibility and
      participation provisions set forth in such plans.

    


    8.    Devotion.
      You
      will serve us and devote all of your business time, your best efforts and all
      your skill and ability in the performance of your duties hereunder. You will
      carry out your duties in a competent and professional manner and generally
      promote the best interests of our business and its customers. You shall not,
      in
      any capacity engage in any activity which is, or may be, contrary to the
      welfare, interest or benefit of the business now or hereafter conducted by
      us.

    


    9.    Non-Disclosure.
      You
      will not at any time during your employment or thereafter divulge, communicate,
      or use in any way, any Confidential Information (as hereinafter defined)
      pertaining to our business. Any Confidential Information or data now or
      hereafter acquired by you with respect to our business (which shall include,
      but
      not be limited to information concerning our financial condition, prospects,
      technology, customers, suppliers, sources of leads and methods of doing
      business) shall be deemed a valuable, special and unique asset of ours that
      is
      received by you in confidence and as a fiduciary, and you shall remain a
      fiduciary to us with respect to all of such information. For purposes hereof,
      the term “Confidential Information” includes, but is not limited to, information
      disclosed to you or known by you as a consequence of or through your employment
      by us (including information conceived, originated, discovered or developed
      by
      you) prior to or after the date hereof, and not generally known, about us or
      our
      business.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    10.   Books
      and Records.
      All
      books, records, and accounts relating in any manner to us (i.e., financial
      information, customer, supplier, vendor identity, etc.), whether prepared by
      you
      or otherwise coming into your possession, shall be our exclusive property and
      shall be returned immediately to us on termination of your employment hereunder
      or otherwise on our request at any time.

    


    11.   Termination
      for Cause.
      We may
      terminate your employment for “Cause,” at any time, for any of the following
      reasons: (i) your commission of any act of fraud, embezzlement or dishonesty,
      (ii) your unauthorized use or disclosure of any confidential information or
      trade secrets of the Company, (iii) any intentional misconduct or violation
      of
      the Company’s Code of Business Ethics and Conduct by you which has a materially
      adverse effect upon our business or reputation, (iv) your continued failure
      to
      perform the major duties, functions and responsibilities of your position after
      written notice from us identifying the deficiencies in your performance and
      a
      reasonable cure period of not less than thirty (30) days or (v) a material
      breach of your fiduciary duties as our employee.

    


    12.   Notices.
      All
      notices required or permitted to be given hereunder shall be in writing and
      shall be personally delivered by courier, sent by registered or certified mail,
      return receipt requested or sent by confirmed facsimile transmission addressed
      as set forth herein. Notices personally delivered, sent by facsimile or sent
      by
      overnight courier shall be deemed given on the date of delivery and notices
      mailed in accordance with the foregoing shall be deemed given upon the earlier
      of receipt by the addressee, as evidenced by the return receipt thereof, or
      three (3) days after deposit in the U.S. mail. Notice shall be sent (i) if
      to
      Company, addressed to Michael T. Adams, CEO, at Intercontinental Business Park,
      15402 Vantage Parkway East, Suite 322, Houston, Texas 77032 and (ii) if to
      you,
      to your address as reflected on our payroll records, or to such other address
      as
      either party hereto may from time to time give notice of to the
      other.

    


    Please
      acknowledge your agreement with the foregoing by signing the Acceptance section
      below and returning it to us.

    


    
      	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 
	 	 	 	 	
              LAPOLLA
                INDUSTRIES, INC.

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	
              By:

            	
              /s/
                Michael T. Adams, CEO

            	 
	 	
              Kelly
                D. Meekins

            	 	
              Name:

            	
              Michael
                T. Adams

            	 
	 	
              Witness

            	 	
              Title:

            	
              CEO

            	 


    

    


    ACCEPTANCE

    


    I
      hereby
      agree to all of the foregoing terms and conditions as of the date
      above.

    


     

    


    
      	 	
              Veronique
                Glasper

            	 	
              By:

            	
              /s/
                John G. Campbell

            	 
	 	
              Witness

            	 	
              Name:

            	
              John
                G. Campbell

            	 


    

     

     

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