AGREEMENT AND
RELEASE

     This
Agreement and Release (this “Agreement”), dated as of January 28, 2008 (the
“Effective Date”), is entered into between Lyris, Inc. (formerly J. L. Halsey
Corporation) (the “Company”) and Peter Biro (“Executive”).

     1.
Definitions.

          (a) “Claims” means any and all claims, complaints, charges,
demands, liabilities, suits, damages, losses, expenses, attorneys’ fees,
obligations or causes of action.

          (b) “Company Parties” means the Company and its predecessors,
successors, assigns, parents, subsidiaries, and affiliates and each of the
foregoing entities’ respective past, present, and future stockholders, members,
partners, managers, directors, officers, employees, agents, representatives,
principals, insurers, attorneys, employee benefit programs (and the trustees,
administrators, fiduciaries, and insurers of such programs), and any person
acting by, through, under, or in concert with any of the foregoing
entities.

          (c) “Executive Parties” means Executive and his family members,
attorneys, heirs, estate, agents, executors, representatives, and administrators
and the successors and assigns of each of the foregoing.

     2.
Executive’s General Release and Covenant Not to Sue.

          (a) Each of Executive, on behalf of himself and each of the other
Executive Parties, hereby generally releases and forever discharges the Company
Parties from any and all Claims, known or unknown, of any kind and every nature
whatsoever, and whether or not accrued or matured, which any of them may have,
arising out of or relating to any transaction, dealing, relationship, conduct,
act, or omission, or any other matters or things occurring or existing at any
time prior to and including the Effective Date (including but not limited to any
Claims against any of the Company Parties based on, relating to, or arising
under wrongful discharge, retaliation, breach of contract (whether oral or
written), tort, defamation, slander, breach of privacy, violation of public
policy, negligence, promissory estoppel, Title VII of the Civil Rights Act of
1964, The Age Discrimination in Employment Act, The Americans with Disabilities
Act, the Employee Retirement Income Security Act of 1974, or any other federal,
state, or local law relating to employment (or unemployment), the payment of
wages, salary, or other compensation, civil or human rights, or discrimination
in employment (based on age or any other factor)), in all cases arising out of
or relating to Executive’s employment by the Company or any subsidiary thereof
or Executive’s investment in the Company or any subsidiary thereof or
Executive’s services as an officer or employee of the Company or any subsidiary
thereof (or in any other capacity) or otherwise relating to the termination of
such employment or services; provided, however, that this release will not limit or release (i)
Executive’s rights under this Agreement, (ii) Executive’s rights to
indemnification pursuant to the Company’s Certificate of Incorporation or
Amended and Restated Bylaws, (iii) Executive’s entitlement, if any, to continued
medical and dental insurance coverage under and pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985, and (iv) any rights of Executive
under any Investment Plans or Other Welfare Plans (as each term is defined in
that certain Employment Agreement, dated as of August 17, 2006, by and between
Executive and the Company (the “Employment Agreement”)) or that certain
Nonstatutory Stock Option Agreement, dated as of August 17, 2006, between
Executive and the Company (the “2006 Option Agreement”) and that certain
Nonstatutory Stock Option Agreement, dated as of May 8, 2007, between Executive
and the Company (the “2007 Option Agreement”), which agreements granted options
to Executive under the Company’s Amended and Restated 2005 Equity-Based
Compensation Plan (the “Plan”).




          (b) Each of Executive, on behalf of himself and each of the other
Executive Parties, hereby covenants forever not to assert, file, prosecute,
commence, or institute (or sponsor or purposely facilitate any person in
connection with the foregoing) any complaint or lawsuit or any legal, equitable,
arbitral, or administrative proceeding of any nature against any of the Company
Parties in connection with any released Claims, and represents and warrants that
no other person or entity has initiated or, to the extent within his control,
will initiate any such proceeding on his behalf, and that if such a proceeding
is initiated, Executive shall not accept benefit therefrom.

     3.
Resignation. Executive hereby resigns from his positions as an employee
and officer of the Company and of each of the Company’s direct and indirect
subsidiaries, such resignation to be effective as of the Effective
Date.

     4.
Payments.

          (a) Severance Payments. The Company agrees to pay
severance payments (the “Severance Payments”) to Executive as follows: (i)
$23,750 on the Effective Date and (ii) $23,750 on June 30, 2008 (such June 30,
2008 payment being referred to herein as the “Second Payment”); provided,
however, that the Second Payment shall not be payable if, prior to June 30,
2008, Executive has violated any provision of this Agreement or Section 6, 7, or
10 of the Employment Agreement. Executive acknowledges and agrees that the
Severance Payments will be subject to tax withholding.

          (b) No Other Payments. The Company and Executive
acknowledge and agree that payment of the Severance Payments shall be in full
satisfaction of all amounts remaining owed to Executive for services rendered to
the Company or any of its subsidiaries, other than the payment of any salary and
vacation accrued to and including, and reasonable travel, entertainment, and
other business-related expenses incurred by Executive in accordance with the
policies, practices, and procedures of the Company prior to, the Effective
Date.

     5.
Options. Notwithstanding any provision of the 2006 Option Agreement, the
2007 Option Agreement, or
the Plan to the contrary, but subject to clause(e) below, (a) pursuant to the
2006 Option Agreement, 50,000 Option Shares (as defined in the 2006 Option
Agreement) shall become Vested Shares (as defined in the 2006 Option Agreement)
on February 17, 2008, and 50,000 Option Shares shall become Vested Shares on May
17, 2008; (b) pursuant to the 2007 Option Agreement, 75,000 Option Shares (as
defined in the 2007 Option Agreement) shall become Vested Shares (as defined in
the 2007 Option Agreement) on May 8, 2008; (c) except pursuant to clauses (a)
and (b) above, no other Option Shares under the 2006 Option Agreement or 2007
Option Agreement, that were not Vested Shares prior to the Effective Date, shall
become Vested Shares after the Effective Date or as a result of the termination
of Executive’s employment with the Company or any of its subsidiaries; (d)
Options (as defined in the 2006 Option Agreement and the 2007 Option Agreement)
that are exercisable prior to the Effective Date and that become exercisable
pursuant to clause (a) or (b) above will be exercisable until and including June
30, 2008; and (e) if Executive has violated any provision of this Agreement or
Section 6, 7, or 10 of the Employment Agreement prior to all of the Option
Shares referenced in clauses (a) and (b) above become Vested Shares pursuant to
clauses (a) and (b) above, then no Option Shares shall become or be deemed to be
Vested Shares pursuant to clauses (a) and (b) above.

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     6.
Employment Agreement. Executive and the Company agree that Sections 6, 7,
8, 10, and 11 of the
Employment Agreement shall remain in full force and effect and that all
remaining Sections of the Employment Agreement are hereby null and
void.

     7. Return
of Property. Executive agrees and covenants that, as of the Effective Date,
Executive will (i) vacate
any office space or other premises of the Company or any of its subsidiaries
currently being used by Executive and (ii) deliver to the Company all property,
equipment, or materials of the Company or any of its subsidiaries currently in
the possession of, or being used by, Executive. For purposes of this Section 7,
delivery shall mean prepared and ready for pick-up by Joe Mullaney (or his
designee) at Suite #120, 70 Walnut Street, Wellesley, MA
02481.

     8.
Representations and Warranties.

          (a) Representations and Warranties of the Company. The
Company represents and warrants as follows:

     (i) The
Company is duly organized, validly existing, and in good standing under the laws
of Delaware.

     (ii) The
execution and delivery of this Agreement by the Company does not, and the
performance by the Company of the transactions contemplated hereby will not, (A)
violate, conflict with, or result in the violation or breach of, or constitute a
default under, the terms, conditions, or provisions of any agreement, document,
or instrument to which the Company is a party or by which the Company is bound,
or (B) violate any order, writ, judgment, injunction, decree, statute, rule, or
regulation of any court or federal, state, or local administrative agency or
commission or other governmental authority or instrumentality applicable to the
Company; and

     (iii)
This Agreement is a legal, valid, and binding agreement of the Company
enforceable against it in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, moratorium, or other similar laws relating
to creditors’ rights generally and except that the availability of equitable
remedies, including specific performance, is subject to the discretion of the
court before which any proceeding therefor may be brought.

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          (b) Representations and Warranties of Executive. Executive
represents and warrants as follows:

     (i) Executive has capacity to enter into this Agreement;
and

     (ii) This
Agreement is a legal, valid, and binding agreement of Executive enforceable
against him in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency, moratorium, or other similar laws relating to
creditors’ rights generally and except that the availability of equitable
remedies, including specific performance, is subject to the discretion of the
court before which any proceeding therefor may be brought.

     9.
Certain Acknowledgments. Executive acknowledges that, by entering into
this Agreement, the Company does not admit to any wrongdoing in connection with
Executive’s employment or services, and that this Agreement is intended as a
compromise of any Claims that any Executive Party has or may have against the
Company Parties. Executive acknowledges that he has read and understands this
Agreement, is fully aware of its legal effect, has not acted in reliance upon
any representations or promises made by the Company other than those contained
in writing herein, and has entered into this Agreement freely based on
Executive’s own judgment. Executive has been advised by the Company to consult
with an attorney of Executive’s choosing before signing this
Agreement.

     10.
Injunctive Relief. The parties hereto acknowledge that money damages
would be both incalculable and an insufficient remedy for a breach of this
Agreement by any party hereto and that any such breach would cause the
nonbreaching party or parties irreparable harm. Accordingly, each party hereto,
in addition to any other remedies at law or in equity it may have, shall be
entitled, without the requirement of posting of bond or other security, to
equitable relief, including injunctive relief and specific performance, in
connection with a breach of this Agreement by the other party. If any party
hereto files a pleading with a court seeking immediate injunctive relief and
this pleading is challenged by the other party and the injunctive relief sought
is not awarded, the party seeking injunctive relief shall pay all of the costs
and attorneys’ fees of the party challenging such relief.

     11.
Severability. If any provision of this Agreement is held to be illegal,
invalid, or unenforceable under present or future laws, such provision shall be
fully severable; this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a portion of
this Agreement; and the remaining provisions of this Agreement shall remain in
full force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance from this Agreement. Furthermore, in
lieu of such illegal, invalid, or unenforceable provision there shall be added
automatically as part of this Agreement a provision as similar in terms to such
illegal, invalid, or unenforceable provision as may be possible and be legal,
valid, and enforceable.

     12.
Fees. Each party agrees that it shall be responsible for its own fees
incurred in connection with the negotiation and preparation of this
Agreement.

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     13.
Attorney’s Fees. Executive agrees to pay the reasonable attorney’s fees,
costs, and any damages the Company may incur as a result of Executive breaching
a promise or covenant Executive made in this Agreement (such as by suing a
Company Party over a released Claim) or if any representation Executive made in
this Agreement is false. The Company agrees to pay the reasonable attorney’s
fees, costs and any damages Executive may incur as a result of the Company
breaching a promise or covenant the Company made in this Agreement or if any
representation the Company made in this Agreement is false.

     14.
Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally or
on the fifth business day after such notice or communication has been sent by
registered or certified mail, postage prepaid, with return receipt requested, as
follows:

          If to
the Company, to:

          5858 Horton
Street
          Suite
270
          Emeryville, CA 94608 
          Attention:
Chief Executive Officer

          If to
Executive, to:

          131
Overbrook Drive
          Wellesley,
MA 02482

     15.
Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be an original, but all of which together shall
constitute one and the same instrument. Any counterpart of this Agreement that
has attached to it separate signature pages which together contain the signature
of all parties hereto shall for all purposes be deemed a fully executed
original. Facsimile signatures shall constitute original signatures.

     16.
Effect of Headings. The section headings herein are for convenience only
and shall not affect the meaning or interpretation of this
Agreement.

     17.
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICT OF LAWS OF DELAWARE OR ANY OTHER JURISDICTION, AND, WHERE
APPLICABLE, THE LAWS OF THE UNITED STATES. THE PARTIES HERETO CONSENT TO BEING
SUBJECT TO THE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE
OF DELAWARE.

[SIGNATURE PAGE
FOLLOWS]

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     IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date and year first above written.

		COMPANY: 
	 	LYRIS, INC. 
		 
		By:  	 	/s/ Luis
      Rivera 	 	 
		Name: 		Luis Rivera 
		Title: 		Chief Executive
      Officer 	 	 
		 
		EXECUTIVE: 
		 
		/s/ Peter
    Biro 	 	 
		Peter Biro 



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