FIRST AMENDMENT TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT 

     This First
Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”)
is entered into as of July 30, 2008, by and between COMERICA BANK (“Bank”) and
LYRIS, INC., LYRIS TECHNOLOGIES INC., and COMMODORE RESOURCES (NEVADA), INC.
(each a “Borrower” and collectively, “Borrowers”). 

RECITALS 

     Borrowers
and Bank are parties to that certain Amended and Restated Loan and Security
Agreement dated as of March 6, 2008, as amended from time to time (the
“Agreement”). The parties desire to amend the Agreement in accordance with the
terms of this Amendment. 

     NOW, THEREFORE, the parties agree as
follows: 

     1. Section 6.7(b) of the Agreement is hereby
amended and restated in its entirety to read as follows: 

          “(b) EBITDA. Measured on a rolling three-month basis, EBITDA as follows
(i) measured quarterly, not less than Eight Hundred Thousand Dollars ($800,000)
for the quarterly measuring period ending March 31, 2008, (ii) measured
quarterly, not less than Negative Four Hundred Thousand Ten Dollars (-$410,000)
for the quarterly measuring period ending June 30, 2008, (iii) measured
quarterly, not less than Two Hundred Fifty Thousand Dollars ($250,000) for the
quarterly measuring period ending September 30, 2008, (iv) measured monthly, One
Million Five Hundred Thousand Dollars ($1,500,000) for the monthly measuring
periods ending December 30, 2008 through February 28, 2009, and (v) measured
monthly, Two Million Dollars ($2,000,000) for each monthly measuring period
thereafter.” 

     2. Exhibit C to the Agreement is hereby
replaced with Exhibit C attached hereto. 

     3. Bank hereby waives Borrowers’ violation of Section 6.7(b)(ii) of the
Agreement as in effect prior to the date hereof. 

     4. No
course of dealing on the part of Bank or its officers, nor any failure or delay
in the exercise of any right by Bank, shall operate as a waiver thereof, and any
single or partial exercise of any such right shall not preclude any later
exercise of any such right. Bank’s failure at any time to require strict
performance by a Borrower of any provision shall not affect any right of Bank
thereafter to demand strict compliance and performance. Any suspension or waiver
of a right must be in writing signed by an officer of Bank. 

     5. Unless otherwise defined, all initially capitalized terms in this
Amendment shall be as defined in the Agreement. The Agreement, as amended
hereby, shall be and remain in full force and effect in accordance with its
respective terms and hereby is ratified and confirmed in all respects. Except as
expressly set forth herein, the execution, delivery, and performance of this
Amendment shall not operate as a waiver of, or as an amendment of, any right,
power, or remedy of Bank under the Agreement, as in effect prior to the date
hereof. 

     6. Each Borrower represents and warrants
that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that
except as waived hereby, no Event of Default has occurred and is
continuing.

     7. As
a condition to the effectiveness of this Amendment, Bank shall have received, in
form and substance satisfactory to Bank, the following: 

          (a) this Amendment, duly
executed by each Borrower; 

          (b) an amendment fee in the amount of Seven Thousand Five Hundred
Dollars ($7,500), which may be debited from any of Borrowers’ accounts; 

          (c) all reasonable Bank Expenses incurred
through the date of this Amendment, which may be debited from any of Borrowers’
accounts; and 

          (d) such other documents, and completion of
such other matters, as Bank may reasonably deem necessary or appropriate.


     8. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
instrument. 






     IN WITNESS
WHEREOF, the undersigned have executed this Amendment as of the first date above
written. 


	LYRIS, INC.  
	 	
	By: 	/s/ Luis Rivera  
	 	
	Title:  	Chief Executive
      Officer  
	 
	   
	LYRIS
      TECHNOLOGIES INC.  
	 
	By: 	/s/ Luis Rivera  
	 	
	Title:  	Chief Executive
      Officer  
	 
	   
	COMMODORE RESOURCES (NEVADA), INC.  
	 
	By: 	Richard A. McDonald  
		 
	Title:  	President  
	 
	   
	COMERICA BANK  
	 
	By: 	Philip Koblis  
		 
	Title:  	First Vice
      President  




 

 

[Signature Page to First Amendment
to Amended and Restated Loan & Security Agreement] 




EXHIBIT C 

COMPLIANCE CERTIFICATE


	TO: 
    	COMERICA
      BANK  
	FROM:  	LYRIS INC., for
      itself and on behalf of all Borrowers 




     The
undersigned authorized officer of LYRIS, INC., for itself and on behalf of all
Borrowers, hereby certifies that in accordance with the terms and conditions of
the Loan and Security Agreement between Borrowers and Bank (the "Agreement"),
(i) Each Borrower is in complete compliance for the period ending
_______________ with all required covenants except as noted below and (ii) all
representations and warranties of each Borrower stated in the Agreement are true
and correct as of the date hereof. Attached herewith are the required documents
supporting the above certification. The Officer further certifies that these are
prepared in accordance with Generally Accepted Accounting Principles (GAAP) and
are consistently applied from one period to the next except as explained in an
accompanying letter or footnotes. 

Please indicate compliance status by
circling Yes/No under "Complies" column. 

	Reporting
      Covenant  	Required  	Complies  	 
	  
	Monthly financial
      statements  	Monthly within 30
      days  	Yes  	No  
	10K  	Within 90 days of
      fiscal year end  	Yes  	No  
	10Q  	Within 45 days of
      quarter end  	Yes  	No  
	A/R & A/P
      Agings  	Monthly within 30
      days  	Yes  	No  
	Compliance
      Cert.  	Monthly within 30
      days  	Yes  	No  
	A/R Audit 
    	Annual  	Yes  	No  
	IP Report 
    	Quarterly within 45
      days  	Yes  	No  
	Total amount of
      Borrowers' cash and investments  	Amount: 
      $________  	Yes  	No  
	Total amount of
      Borrowers' cash and investments maintained with  	Amount: 
      $________  	Yes  	No  
	Bank  	  	  	  



	Financial
      Covenant  	Required  	Actual  	Complies  	 
	  
	           
             Maximum Senior Debt to
      EBITDA*  	  	  	  	  
	           
               Through
      6/30/08  	2.50:1.00 
    	___
      : 1.00  	Yes  	No  
	           
               7/1/08 –
      11/30/08  	3.25:1.00 
    	  	  	  
	           
               12/1/08 and
      thereafter  	2.00:1.00 
    	  	  	  
	  
	           
             Minimum
      EBITDA  	  	  	  	  
	           
               Quarter ending
      3/31/08  	$800,000 
    	$___________  	Yes  	No  
	           
               Quarter ending
      6/30/08  	-$410,000  	  	  	  
	           
               Quarter ending
      9/30/08  	$250,000 
    	  	  	  
	           
               12/30/08 through
      2/28/09  	$1,500,000 
    	  	  	  
	           
               3/1/09 and
      thereafter  	$2,000,000 
    	  	  	  
	  
	           
             Minimum Fixed Charge
      Coverage**  	  	  	  	  
	           
               Through 8/31/08,
      12/1/08 and thereafter  	1.25 :
      1.00  	___
      : 1.00  	Yes  	No  
	           
               9/1/08 –
      11/3/08  	1.15:1.00 
    	  	  	  
	  
	           
             Minimum
      Liquidity  	  	  	  	  
	           
               Through
      3/31/08  	$500,000 
    	$___________  	Yes  	No  
	           
               4/1/08 through
      6/30/08  	$250,000 
    	  	  	  
	  
	           
             Buckman Subordinated
      Debt converted to equity  	3/31/08 
	_______________  	Yes  	No 
  



* EBITDA shall
be calculated (i) on a trailing twelve (12) month basis and shall exclude one
(1) time impairment charges at all times until November 30, 2008 and (ii) on an
annualized rolling three (3) month basis thereafter. 

**EBITDA shall
be calculated (i) on a trailing twelve (12) month basis and shall exclude one
(1) time impairment charges at all times until November 30, 2008 and (ii) on an
annualized rolling three (3) month basis thereafter. At all times prior to
November 30, 2008, the current portion of all Indebtedness to Bank shall be
excluded from the denominator of the Fixed Charge Coverage covenant. 


	Comments Regarding
      Exceptions: See Attached. 
		 
	
      Sincerely,   
      
	 
		 
		 
		
      SIGNATURE

		 
		
      TITLE

		 
		
      DATE



	
        BANK USE
      ONLY
	         
    
	 		 
	  Received by: 	 	 
	 	
      AUTHORIZED SIGNER 
	 
	
        Date:
      
	 	 
	 		 
	
        Verified:
      
	 	 
	 	AUTHORIZED SIGNER
      	 
	
        Date:
      
		 
	  Compliance  	
      Status
	
      Yes
	
      No