Exhibit 10.4 Emalfarb First Amendment to Employment Agreement


    Exhibit
      10.4

    
      

    


    FIRST
      AMENDMENT

    TO

    EMPLOYMENT

    AGREEMENT

    


    THIS
      FIRST AMENDMENT (this “First
      Amendment”)
      is
      made and entered into by and between DYADIC INTERNATIONAL, INC., a Delaware
      corporation (the “Company”) and MARK A. EMALFARB (the “Executive”)
      as of
      the 16th
      day of
      March, 2006.

    


    RECITALS:

    


    A. The
      Company and the Executive are parties to that certain Employment Agreement
      dated
      April 1, 2001 (the “Employment
      Agreement”),
      which
      Employment Agreement was assumed by the Company on October 29, 2004 incident
      to
      a merger between the Company and Dyadic International (USA), Inc., a Florida
      corporation. Each capitalized term used but not expressly defined in this First
      Amendment shall have the meaning assigned that defined term in the Employment
      Agreement.

    


    B. The
      Company and the Executive wish to extend the Employment Period, which would
      otherwise expire on March 30, 2006, for and additional one (1) year, and to
      provide for the automatic renewal of the Employment Period for additional one
      (1) year terms unless either the Company or the Executive, in its or his
      discretion, elect not to extend the term of the Employment Period.

    


    AGREEMENT:

    


    NOW,
      THEREFORE, in consideration of the foregoing Recitals and other good and
      valuable consideration, the receipt and sufficiency of which are hereby mutually
      acknowledged, the Company and the Executive hereby amend the Employment
      Agreement as follows:

    


    1. Extension
      of Employment Period and Automatic Renewals.
      Section
      1 of the Employment Agreement, entitled “Employment
      Period,”
is
      hereby amended to read as follows:

    


    


    “1. Employment
      Period.
      The
      Company shall employ the Executive, and the Executive shall serve the Company,
      on the terms and conditions set forth in this Agreement for the period (the
      “Employment Period”) commencing April 1, 2001 (the “Commencement Date”) and
      ending March 30, 2007 (the “Initial Term”), which Employment Period shall be
      automatically extended for successive calendar years thereafter (each an
“Extension Term”) unless either party provides the other party with advance
      written notice of its or his intention not to extend not less than sixty (60)
      days prior to the expiration of the Initial Term or any Extension Term, as
      the
      case may be.”

    


    2. Effect
      of Amendment.
      Except
      as expressly amended by the provisions of this First Amendment, all of the
      terms
      and provisions of the Employment Agreement shall remain in full force and
      effect.

    


    IN
      WITNESS WHEREOF, the Company and the Executive have executed this First
      Amendment as of the day and year first above written.

    


    THE
      COMPANY:      THE
      EXECUTIVE:

    


    DYADIC
      INTERNATIONAL, INC., a

    Delaware
      corporation

    


    By:_/s/
      Wayne Moor      By:
      /s/
      Mark A, Emalfarb

    Wayne
      Moor,                         
      Mark A. Emalfarb

    Chief
      Financial Officer