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PART III (Continued)


     Exhibit 10.32         Consulting Agreement with Redstone Securities


                   FINANCIAL ADVISORY AND CONSULTING AGREEMENT

         This Financial Advisory and Consulting Agreement (the "Agreement")
effective as of the 23rd day of November, 1999 (the "Effective Date") by and
between Kyzen Corporation ("Kyzen"), whose principal business address is 430
Harding Industrial Drive, Nashville, Tennessee 37211 and Redstone Securities,
Inc. ("Redstone"), whose principal business address is 101 Fairchild Avenue,
Plainview, New York 11803-1788.

         WHEREAS, Redstone is a member of the National Association of Securities
Dealers, Inc. ("NASD") and engages in a general securities business, which
includes providing financial advisory and consulting services; and

         WHEREAS, Kyzen desires to retain Redstone to provide certain financial
advisory and consulting services;

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained herein, the parties hereto, agree as follows:

         1.       Financial Advisory and Consulting Services. Redstone agrees to
provide Kyzen with financial advisory and consulting services to assist Kyzen in
raising capital and enhancing shareholder value in the capital stock of Kyzen,
and to assist with other projects as directed by Kyzen (the "Services"), from
time to time. The Services shall be provided on a timely basis and without
unreasonable delay. The scope of the Services includes, but is not limited to
(a) assisting in locating appropriate financing services, including but not
limited to institutional buyers, individual investors or financial institutions
to provide equity and/or debt financing, (b) assisting in the preparation of
description of Kyzen and its business, operations, properties, financial
condition and prospects, (c) undertaking the study and analysis of the business,
operations, financial condition and prospects of Kyzen, (d) reviewing Kyzen's
financial plans and analyzing Kyzen's business alternatives in light of Kyzen's
strategic plans, (e) updating and maintaining its knowledge of Kyzen's business,
operations, financial condition and prospects during the term of this Agreement,
and (f) being available to meet with Kyzen's Board of Directors (in person or by
telephone) to discuss strategic alternatives and their financial implications.

                  Redstone will utilize its best efforts in providing the
Services to Kyzen. Redstone, however, gives no warranty, expressed or implied,
as to the success of Kyzen's business, nor can it guaranty the results of any
Services provided. It is expressly understood that Redstone, in performing its
obligations under this Agreement, will rely primarily upon publicly available
information and certain financial and other information provided by Kyzen and it
will not undertake any independent audit or confirmation of the accuracy or
completeness of such information.

         2.       Term; Survival. The term of this Agreement shall be one year
from the Effective Date, and thereafter will continue on a month-to-month basis
with each party retaining the right to terminate the Agreement at any time upon
thirty calendar days prior written notice to the other party. Any provision of
this Agreement related to confidentiality or indemnification, or which by its
terms provides for survival, shall survive any termination hereof.

         3.       Confidentiality. Redstone acknowledges that the Services
contemplated by this Agreement will involve the exchange, use and development of
confidential information of Kyzen and agrees that it will not use or disclose
and will not permit its affiliates or officers, directors, shareholders,
partners or principals to use or disclose any confidential information relating
to Kyzen. Should disclosure of any such confidential information to a third
party be required to carry out the Services or by law, Redstone must request
prior written approval from Kyzen to disclose such information to the third
party; provided, however, that the foregoing restrictions will not apply to such
information that is or becomes generally available to the public other than as a
result of disclosure in violation of this Agreement. Any such disclosure to a
third party must be preceded by a signed non-disclosure agreement with that
third party. Further, any disclosure of such confidential information shall be
made in compliance with all applicable federal and state securities laws.


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PART III (Continued)

         Upon expiration or termination of this Agreement, Redstone will
promptly return to Kyzen all confidential information in the form of materials,
documents, and data, whether in written or graphic form, which was supplied by
Kyzen in connection with this Agreement.

         4.       Compensation. As compensation for the Services provided
hereunder, Kyzen shall grant Redstone options to purchase Kyzen Corporation
Common Stock, par value $0.01 per share (the "Common Stock"), in accordance with
the terms and conditions set forth in the Stock Option Grant attached hereto as
EXHIBIT A.

         5.       Relationship of the Parties. Redstone, in its performance of
the Services pursuant to this Agreement is acting as an independent contractor
and not as a partner, affiliate, co-joint venturer or agent with or of Kyzen.
Redstone shall have no authority to bind Kyzen to arrangements, agreements,
contracts or expenses of any kind.

         6.       Indemnification.

                  a.       Kyzen. Kyzen shall indemnify, hold harmless and
         defend Redstone and its representatives, affiliates, directors,
         officers, agents and employees, and their respective successors and
         assigns and each other person controlled (within the meaning of the
         Securities Act of 1933, as amended (the "1933 Act")) by Redstone
         ("Redstone indemnified parties") to the fullest extent permitted by
         law, from and against any losses, claims, damages, demands, expenses,
         liabilities or actions, including shareholder actions in respect
         thereof, in connection with claims relating to or arising out of
         Redstone's performance of the terms of this Agreement, to the extent
         that such claims concern directly or indirectly inaccurate, incomplete
         or misleading information provided by Kyzen and relied upon by Redstone
         in the performance of its Services pursuant to this Agreement, and will
         reimburse any Redstone indemnified party for expenses (including
         reasonable attorneys' and accountants' fees and expenses of one law
         firm and one accounting firm for all Redstone indemnified parties, in
         the absence of a conflict of interest) as they are incurred by any
         Redstone indemnified party in connection with investigating, preparing,
         defending or settling any such action or claim. Nothing herein shall be
         construed to require Kyzen to indemnify Redstone for liabilities
         related to any action by Redstone that resulted in a violation by
         Redstone of applicable federal or state securities laws, rules or
         regulations or the rules or any applicable self-regulatory
         organization. Notwithstanding the foregoing, Kyzen will not be
         responsible for any claims, liabilities, losses, damages or expenses
         which are finally judicially determined to have resulted from the
         willful misconduct or gross negligence of a Redstone indemnified party.

                  b.       Redstone. Redstone shall indemnify, hold harmless and
         defend Kyzen and its representatives, affiliates, directors, officers,
         agents and employees, and their respective successors and assigns and
         each other person controlled (within the meaning of the 1933 Act) by
         Kyzen ("Kyzen indemnified parties") to the fullest extent permitted by
         law, from and against any losses, claims, damages, demands, expenses,
         liabilities or actions, including shareholder actions in respect
         thereof, in connection with claims relating to or arising out of any
         violation by Redstone of applicable federal or state securities laws,
         rules or regulations or the rules of any applicable self-regulatory
         organization or Redstone's performance of the terms of this Agreement,
         and will reimburse any indemnified party for expenses (including
         reasonable attorneys' and accountants' fees and expenses of one law
         firm and one accounting firm for all Kyzen indemnified parties, in the
         absence of a conflict of interest) as they are incurred by any Kyzen
         indemnified party in connection with investigating, preparing,
         defending or settling any such action or claim.

                  c.       Indemnification Procedure. Any indemnified party must
         give the indemnifying parties: (i) written notice within a reasonable
         time after the indemnified party is served with legal process in an
         action asserting such claims, provided that the failure or delay to
         notify the indemnifying parties shall not relieve them from any
         liability they may have to the indemnified parties hereunder so long as
         the failure or delay shall not have prejudiced the defense of such
         claim; (ii) reasonable assistance in defending the claim; and (iii)
         sole authority to defend or settle the claim. In the event that the
         indemnifying parties elect not to defend any such claim, the
         indemnified party shall have the option, but not the duty, to
         reasonably settle or defend the claim at its cost and the indemnifying
         parties shall indemnify the indemnified parties for such


                                       2
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KYZEN CORPORATION
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PART III (Continued)

         settlement or any damages finally awarded attributable to such claim,
         reasonable costs and expenses (including attorneys' and accountants'
         fees) and interest on such recoverable funds advanced.

         7.       Representations, Warranties and Covenants.

                  (a)      Redstone.

                           (i)      This Agreement and the transactions
                  contemplated herein will not (A) conflict with or result in a
                  breach of Redstone's organizational documents, (B) violate any
                  applicable statute, law, rule, regulation, decision or order
                  of any court or governmental agency, or (C) conflict with or
                  result in a breach of any undertaking, agreement or contract
                  to which Redstone is a party or by which it is otherwise
                  bound, which, in the case of (A), (B) or (C) would materially
                  limit or have a material adverse effect on its ability to
                  perform its duties under this Agreement;

                           (ii)     As of the Effective Date Redstone is, and at
                  all times during the term of this Agreement will be, a company
                  duly organized and validly existing under the laws of the
                  jurisdiction of its formation and it has full capacity and
                  authority to enter into this Agreement, to conduct its
                  business and to perform its obligations under this Agreement;

                           (iii)    This Agreement has been duly and validly
                  authorized, executed and delivered by Redstone and is a valid,
                  binding and enforceable obligation of Redstone, except as such
                  enforceability is limited by applicable bankruptcy,
                  insolvency, reorganization, moratorium or similar laws and
                  subject to general principles of equity (regardless of whether
                  such enforceability is considered in a proceeding in equity or
                  at law);

                           (iv)     There is no pending, or to the best of
                  Redstone's knowledge, threatened action, investigation, suit
                  or proceeding, before or by any court, governmental,
                  administrative or self-regulatory body or arbitration panel to
                  which it or any of its principals, shareholders, directors,
                  officers or employees is a party, or to which any of its
                  assets is subject which might be reasonably expected to result
                  in any material adverse change in its condition (financial or
                  otherwise), business or prospects or might be reasonably
                  expected to have a material adverse effect on any of its
                  material assets or which reasonably might be expected to
                  materially impair its ability to discharge its obligations to
                  Kyzen;

                           (v)      Redstone's business operations and any
                  Services provided pursuant to this Agreement have been tested
                  as part of an internal Year 2000 compliance plan and it does
                  not believe that an interruption of the Services will occur as
                  a result of the Year 2000; provided, however, that it cannot
                  assure that third parties on which it relies will not have an
                  interruption of services as a result of the Year 2000;

                           (vi)     Redstone is properly registered, licensed
                  and/or qualified to act under all applicable United States
                  federal and state securities statutes and regulations in order
                  for it to perform its duties under this Agreement;

                           (vii)    Any communications used by Redstone in
                  connection with this Agreement and the actions contemplated
                  thereby will not contain any untrue statement of material fact
                  or omit to state a material fact required to be stated
                  therein, in light of the circumstances under which they were
                  made, not misleading.

                           (viii)   Redstone is and will remain for the term of
                  this Agreement, a member in good standing of the NASD and is
                  registered as a broker-dealer under the Securities Exchange
                  Act of 1934, as amended (the "1934 Act"), and in any state in
                  which it is required to be licensed or registered; and

                           (ix)     Redstone will comply with all federal and
                  state securities laws, the rules and regulations of the
                  Securities and Exchange Commission (the "SEC") and applicable
                  state



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KYZEN CORPORATION
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PART III (Continued)

                  regulatory agencies, and the Constitution and Bylaws and Rules
                  of Conduct of the NASD applicable to it in connection with
                  this Agreement and the Services it is to provide hereunder.

                  The representations, warranties and covenants contained herein
shall continue during the term of this Agreement and Redstone will promptly
notify Kyzen if any event has occurred which would make any of the foregoing
untrue or could have a material adverse effect on its operations.

         (b)      Kyzen:

                  (i)      This Agreement and the transactions contemplated
         herein will not (A) conflict with or result in a breach of Kyzen's
         organizational documents, (B) violate any applicable statute, law,
         rule, regulation, decision or order of any court or governmental
         agency, or (C) conflict with or result in a breach of any undertaking,
         agreement or contract to which Kyzen is a party or by which it is
         otherwise bound, which, in the case of (A), (B) or (C) would materially
         limit or have a material adverse effect on its ability to perform its
         duties under this Agreement;

                  (ii)     As of the Effective Date Kyzen is, and at all times
         during the term of this Agreement will be, a company duly organized and
         validly existing under the laws of the jurisdiction of its formation
         and it has full capacity and authority to enter into this Agreement, to
         conduct its business and to perform its obligations under this
         Agreement;

                  (iii)    This Agreement has been duly and validly authorized,
         executed and delivered by Kyzen and is a valid, binding and enforceable
         obligation of Kyzen, except as such enforceability is limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar laws and subject to general principles of equity (regardless of
         whether such enforceability is considered in a proceeding in equity or
         at law);

                  (iv)     There is no pending, or to the best of Kyzen's
         knowledge, threatened action, investigation, suit or proceeding, before
         or by any court, governmental, administrative or self-regulatory body
         or arbitration panel to which it or any of its principals,
         shareholders, directors, officers or employees is a party, or to which
         any of its assets is subject which might be reasonably expected to
         result in any material adverse change in its condition (financial or
         otherwise), business or prospects or might be reasonably expected to
         have a material adverse effect on any of its material assets or which
         reasonably might be expected to materially impair its ability to
         discharge its obligations to Redstone; and

                  (v)      Kyzen's business operations and any Services provided
         pursuant to this Agreement have been tested as part of an internal Year
         2000 compliance plan and it does not believe that an interruption of
         the Services will occur as a result of the Year 2000; provided,
         however, that it cannot assure that third parties on which it relies
         will not have an interruption of services as a result of the Year 2000.

         8.       Governing Law. This Agreement is made and shall be construed
under the laws of the state of Tennessee irrespective of conflicts or choice of
law principles.

         9.       Severability. If and to the extent that any court of competent
jurisdiction holds any provision of this Agreement to be invalid or
unenforceable, such holding shall in no way affect the validity of the remainder
of this Agreement, to the extent that such severed provision does not materially
change the understanding of the parties pursuant to this Agreement.

         10.      Entire Understanding. This Agreement, including all exhibits
hereto, contains the entire agreement of the parties hereto and supersedes all
prior agreements, negotiations, and understandings between the parties with
regard to the subject matter of this Agreement.

         11.      Counterparts. This Agreement may be executed in two or more
counterparts, all of which together shall be considered a single instrument. In
making proof of this Agreement it shall not be necessary to produce or account
for more than one such counterpart executed by the party against whom
enforcement of this Agreement is sought.


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PART III (Continued)

         12.      Amendments. This Agreement may not be amended or otherwise
modified except in writing by both parties hereto.

         13.      Assignment. Neither party hereto may assign this Agreement
without the prior written consent of the other party. For purposes of this
restriction on assignment, the term "Assignment" shall include any direct or
indirect transfer of a controlling block of the assigning party's outstanding
voting securities by one or more security holders of the assigning party.

         14.      Captions. All sections headings are for convenience of
reference only, and do not form part of this Agreement and shall not affect the
meaning or interpretation of this Agreement.


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KYZEN CORPORATION
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PART III (Continued)

         IN WITNESS HEREOF, this Agreement has been duly executed for, and on
behalf of the parties hereto in a manner binding upon them as of the Effective
Date written above.

                                      KYZEN CORPORATION



                                      By:  /s/  Kyle J. Doyel
                                           -------------------------------------
                                           Kyle J. Doyel,
                                           President and Chief Executive Officer



                                      REDSTONE SECURITIES, INC.



                                      By:  /s/  Robert A. Shuey, III
                                           -------------------------------------
                                           Robert A. Shuey III,
                                           Managing Director


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PART III (Continued)

      KYZEN CORPORATION                               EXHIBIT A


                               STOCK OPTION GRANT


Optionee:                                   Redstone Securities, Inc.

Address:                                    101 Fairchild Avenue
                                            Plainview, New York 11803-1788

Total Shares Subject to Option:             250,000

DATE OF GRANT:                              NOVEMBER 23, 1999

Type of Stock Option:                       Stock Options



         1.       Grant of Option. Kyzen Corporation, a Tennessee corporation
(the "Company"), hereby grants to the optionee named above (the "Optionee") an
option to purchase a total of up to 250,000 shares, $0.01 par value per share,
of the Company's Common Stock (the "Shares") at the exercise price per share set
forth in Section 2 below (the "Exercise Price"), subject to all of the terms and
conditions of this Stock Option Grant (the "Grant or the Option"). This Option
is granted effective as of the Date of Grant set forth above (the "Date of
Grant").


         2.       Option Grant.: Kyzen hereby grants Redstone the following
options:

                  (a)      options to purchase 75,000 shares of Common Stock at
                           an exercise price of $0.50 per share, to vest
                           immediately

                  (b)      options to purchase 75,000 shares of Common Stock at
                           an exercise price of $1.00 per share, to vest
                           immediately.

                  (c)      options to purchase 50,000 shares of Common Stock
                           with an exercise price of $2.00 per share to vest
                           immediately.

                  (d)      options to purchase 50,000 shares of Common Stock
                           with an exercise price of $3.00 per share to vest
                           immediately.

         Optionee shall in no event be entitled under this Option to purchase a
number shares of the Company's common stock greater than the total number of
Shares set forth above.

         3.       Restrictions on Exercise. Exercise of this Option is subject
to the following limitations:

                  (a)      This Option may not be exercised unless such exercise
                           is in compliance with the Securities Act of 1933, as
                           amended (the "1933 Act"), and all applicable state
                           securities laws, as they are in effect on the date of
                           exercise.

                  (b)      This Option may not be exercised as to fewer than 100
                           Shares unless it is exercised as to all Shares as to
                           which this Option is then exercisable.

         4.       Termination of Option. This Option shall terminate and vested
options will automatically expire on the earlier to occur of one year after
vesting dates set forth in Section 2(a)-(d) above or six months after the
termination of that certain Financial Advisory and Consulting Agreement, dated
as of November 23, 1999 (the "Agreement"). All unvested options shall expire
upon termination of the Agreement.


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PART III (Continued)

         5.       Manner of Exercise.

                  (a)      This Option may be exercised at any time during the
                           exercise period commencing on the Date of Grant and
                           ending on the termination or expiration date as
                           determined in Section 4 above by delivery to the
                           Company of a written Stock Option Exercise Notice and
                           Agreement in the form attached hereto as Schedule A.

                  (B)      THE STOCK OPTION EXERCISE NOTICE AND AGREEMENT SHALL
                           BE ACCOMPANIED BY FULL PAYMENT OF THE EXERCISE PRICE
                           FOR THE SHARES BEING PURCHASED. THE METHOD OF PAYMENT
                           FOR EXERCISE OF THIS OPTION OR ANY PART THEREOF SHALL
                           BE DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION
                           AND MAY CONSIST OF (I) CASH, (II) CHECK, (III) WIRE
                           TRANSFER, (IV) ANY COMBINATION OF THE FOREGOING
                           METHODS OF PAYMENT, OR (V) SUCH OTHER CONSIDERATION
                           AND METHOD OF PAYMENT FOR THE ISSUANCE OF SHARES AS
                           MAY BE PERMITTED UNDER APPLICABLE LAWS AND AGREED TO
                           BY THE COMPANY.

                  (c)      Prior to the issuance of the Shares, Optionee must
                           pay or make adequate provisions for any applicable
                           federal or state withholding obligations of the
                           Company therefor.

                  (d)      Provided that such notice and payment are in form and
                           substance satisfactory to counsel for the Company,
                           the Company shall issue the Shares registered in the
                           name of the Optionee.

         6.       Compliance With Laws and Regulations. The issuance and
transfer of Shares shall be subject to compliance by the Company and the
Optionee with all applicable requirements of federal and state securities laws
and regulations and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed or quotation system on which the
Company's Common Stock may be quoted at the time of such issuance or transfer.
Optionee understands that the Company is under no obligation to register,
qualify, list or quote the Shares with the Securities and Exchange Commission,
any state securities commission, any stock exchange or quotation system to
effect such compliance, except pursuant to the terms of that certain
Registration Rights Agreement, dated as of November 23, 1999.

         7.       Nontransferability of Option. This Option may not be sold,
assigned, pledged, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent and distribution and may be exercised
during the lifetime of the Optionee only by the Optionee. The terms of this
Option shall be binding upon the Optionee's executors, administrators, personal
representatives, successors and permitted assigns.

         8.       Representations by Optionee. By accepting this Option Grant,
Optionee represents and warrants the following to the Company:

                  (i)      Optionee has been furnished with such materials and
                           has been given access to such financial and other
                           information relating to the Company as Optionee or
                           Optionee's qualified representatives have requested,
                           and Optionee has been afforded the opportunity to ask
                           questions regarding the Company and the Shares which
                           are the subject hereof as Optionee has found
                           necessary in order to make an informed investment
                           decision;

                  (ii)     Optionee hereby acknowledges that it is an
                           "accredited investor" as that term is defined in
                           Regulation D promulgated under the 1933 Act;

                  (iii)    Optionee intends to acquire the Common Stock options
                           for its own account for investment purposes only and
                           not with a view toward resale or distribution; and

                  (iv)     Optionee acknowledges that it is aware that there are
                           substantial restrictions on the transferability of
                           the Common Stock options because they will not be,
                           and it has no right to require that they be,
                           registered under the 1933 Act or under any state
                           securities laws, in reliance upon exemptions
                           therefrom; such options and the Common Stock reserved
                           for issuance upon exercise thereof may not be, and it
                           agrees that they shall not be, sold


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KYZEN CORPORATION
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PART III (Continued)

                           unless such sale is exempt from such registration
                           under the 1933 Act and applicable state securities
                           laws.

         9.       Stock Dividends and Stock Splits. If outstanding shares of the
Company's Common Stock shall be subdivided into a greater number of shares
thereof, or a dividend of shares of stock shall be paid pursuant thereto, the
exercise price in effect immediately prior to such subdivision or at the record
date of such dividends shall, simultaneously with the effectiveness of such
subdivision or immediately after the record date of such dividend, be
proportionately reduced; and, conversely, if outstanding shares of stock shall
be combined into a smaller number of shares thereof, the exercise price in
effect immediately prior to such combination shall, simultaneously with the
effectiveness of such combination, be proportionately increased.

         10.      Reservation of Shares. The Company covenants that it will at
all times reserve and keep available, or retain the authority to issue, a
sufficient number of shares of Common Stock to permit the exercise hereof in
full.

         11.      No Rights as Shareholder. Until Optionee timely exercises
Optionee's rights to acquire the Shares hereunder, Optionee shall not be
entitled to vote or receive dividends or be deemed to be a shareholder of the
Company for any purpose, nor shall anything contained in this Option be
construed to grant to Optionee any rights of a shareholder of the Company or any
right to vote, give or withhold consent to any corporate action, receive notice
of meetings, receive dividends, subscription rights or otherwise.

         12.      Assumption of Options by Successor Companies. In the event of
a dissolution or liquidation of the Company, a merger in which the Company is
not the surviving corporation, a transaction in which 100% of the then
outstanding voting stock is sold or otherwise transferred, or the sale of
substantially all of the assets of the Company, any or all outstanding Options
shall, notwithstanding any contrary terms of this Grant, accelerate and become
exercisable in full at least ten days prior to (and shall expire on) the
consummation of such dissolution, liquidation, merger or sale of stock or sale
of assets on such conditions as the Company shall determine unless the successor
corporation assumes the outstanding Options or substitutes substantially
equivalent options.

         13.      Interpretation. Any dispute regarding the interpretation of
this Agreement shall be submitted by Optionee or the Company forthwith to the
Company's Board of Directors, which shall review such dispute at its next
regular meeting. The resolution of such a dispute by the Company's Board of
Directors shall be final and binding on the Company and on the Optionee.

         14.      Governing Law. This Agreement is made and shall be construed
according to the laws of the United States and the laws of the State of
Tennessee irrespective of conflicts or choice of law principles.

         15.      Entire Agreement. This Grant, including Schedule A attached
hereto, constitutes the entire agreement of the parties and supersedes all prior
undertakings and agreements with respect to the subject matter hereof.

         16. Paragraph Number and Headings. Headings and section numbers have
been inserted herein solely for convenience of reference and shall not be
construed to affect the meanings, construction or effect of this Agreement.


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PART III (Continued)

IN WITNESS HEREOF, this Option has been duly executed for, and on behalf of the
parties hereto in a manner binding upon them as of the Date of Grant written
above.


                                       KYZEN CORPORATION


                                       By:  /s/ Kyle J. Doyel
                                            -----------------------------------
                                            Kyle Doyel, Chief Executive Officer


                                       10
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PART III (Continued)


                                   ACCEPTANCE

         Optionee hereby acknowledges receipt of a copy of this Stock Option
Grant and Schedule A attached hereto, represents that Optionee has read and
understands the terms and provisions thereof, and accepts this Option subject to
all the terms and conditions of this Stock Option Grant. Optionee acknowledges
that there may be adverse tax consequences upon exercise of this Option or
disposition of the Shares and that Optionee should consult a tax advisor prior
to such exercise or disposition.




OPTIONEE:                                     Date:
         ---------------------------------          -------------------------
                  Sign Name Here

         ---------------------------------
                 Print Name Here


                                       11
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PART III (Continued)

                                   SCHEDULE A

                   STOCK OPTION EXERCISE NOTICE AND AGREEMENT

To:      Kyzen Corporation
         430 Harding Industrial Drive
         Nashville, TN  37211

         Attention: Corporate Secretary

1.       Exercise of Option. The undersigned ("Optionee") elects to exercise
         Optionee's option to purchase _______ shares of the Common Stock, par
         value $.01 per share (the "Shares"), of Kyzen Corporation (the
         "Company") (the "Option" or the "Grant").

2.       Representations of Optionee. Optionee acknowledges that Optionee has
         received, read and understood the Grant, restates all representations
         of Optionee made in the Grant, and agrees to abide by and be bound by
         its terms and conditions.

3.       Compliance with Securities Laws. Optionee understands and acknowledges
         that, notwithstanding any other provision of the Grant to the contrary,
         the exercise of any rights to purchase any Shares are expressly
         conditioned upon compliance with the Securities Act of 1933, as amended
         (the "1933 Act"), and all applicable state securities laws. Optionee
         agrees to cooperate with the Company to ensure compliance with such
         laws.

4.       Federal Restrictions on Transfer. Optionee understands that the Shares
         must be held indefinitely unless they are registered under the 1933 Act
         or unless an exemption therefrom is available and that the
         certificate(s) representing the Shares may bear a legend to that
         effect. Except as provided in that certain Registration Rights
         Agreement dated as of November 23, 1999, Optionee understands that the
         Company is under no obligation to register the Shares and that an
         exemption may not be available or may not permit Optionee to transfer
         Shares in the amounts or at the times proposed by Optionee.
         Specifically, Optionee has been advised that Rule 144 promulgated under
         the 1933 Act, which permits certain resales of unregistered securities,
         is not presently available with respect to the Shares and, in any
         event, requires that the Shares be paid for and then held for a minimum
         of one year before they may be resold under Rule 144.

5.       Legend. Optionee understands and agrees that the Shares are subject to
         restrictions on transfer as set forth herein and that the
         certificate(s) representing the Shares will bear the following legend:

                  THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES
                  ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
                  PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE
                  SECURITIES ACT OR, IN THE OPINION OF COUNSEL IN FORM AND
                  SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE OR
                  TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

6.       Stop-Transfer Notices. Optionee understands and agrees that, in order
         to ensure compliance with the restrictions referred to herein, the
         Company may issue appropriate "stop-transfer" instructions to its
         transfer agent, if any, and that, if the Company transfers its own
         securities, it may make appropriate notations to the same effect in its
         own records.

7.       Tax Consequences. Optionee understands that Optionee may suffer adverse
         tax consequences as a result of Optionee's purchase or disposition of
         the Shares. Optionee represents that Optionee has consulted with any
         tax consultant(s) Optionee deems advisable in connection with the
         purchase or disposition of the Shares and that Optionee is not relying
         on the Company for any tax advice.


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KYZEN CORPORATION
-------------------------------------------------------------------------------
PART III (Continued)

8.       Delivery of Payment. Optionee herewith delivers to the Company the
         aggregate purchase price of the Shares that Optionee has elected to
         purchase and has made provisions for the payment of any federal or
         state withholding taxes required to be paid or withheld by the Company.

9.       Entire Agreement. That certain Stock Option Grant, dated as of November
         23, 1999 (the "Grant") is incorporated herein by reference. This
         Agreement and the Grant constitute the entire agreement of the parties
         and supersede in their entirety all prior undertakings and agreements
         of the Company and Optionee with respect to the subject matter hereof,
         and is governed by Tennessee law irrespective of conflicts or choice of
         law principles.



                                            Accepted by:

                                            KYZEN CORPORATION

                                            By:
                                                -------------------------------

                                            Its:
                                                 ------------------------------


                                            Dated:
                                                   ----------------------------


                                            Submitted by:

                                            OPTIONEE:

                                            By:
                                                -------------------------------


                                            Address: 101 Fairchild Avenue
                                            Plainview, New York 11803-1788

                                            Dated:
                                                   ----------------------------


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