**Exhibit10.(j)**

**EMPLOYMENT AGREEMENT**

THIS EMPLOYMENTAGREEMENT (the “Agreement”) is made and entered into as of May 6,2005,by and between Lyris Technologies, Inc., a Delaware corporation (together withits successors and assigns permitted hereunder, the “Company”), and RobWilson (“Employee”).

**RECITALS**

WHEREAS, Employeeis currently employed by the Company, which develops software and services fore-mail marketing and publishing, e-mail filtering and spam prevention (the “Business”);

WHEREAS, theCompany is, concurrently with the execution hereof, entering into (or haspreviously entered into) a Stock Purchase Agreement with Commodore Resources,Inc. and the other parties thereto (the “Stock Purchase Agreement”); and

WHEREAS, Employeeand the Company desire to set forth herein the terms of employment forEmployee, which employment shall be effective as of the closing of thetransactions contemplated by the Stock Purchase Agreement (the “EffectiveDate”).

NOW, THEREFORE, inconsideration of the premises and the mutual covenants and agreements containedherein, the sufficiency of which is hereby acknowledged, the parties agree asfollows:

**AGREEMENTS:**

**1.****             EmploymentPeriod.** Subject to Section 3 or mutual written agreement betweenthe Company and Employee, the Company hereby agrees to employ Employee, andEmployee hereby agrees to be employed by the Company, in accordance with theterms and provisions of this Agreement, for the period commencing as of theEffective Date and ending on the Fifth (5th) anniversary of the Effective Date (the “InitialTerm”); provided that, at the expiration of the Initial Term, and oneach anniversary of such expiration thereafter, the Employment Period shallautomatically be extended in one year increments (the “Extended Term”) unlessat least three months prior to the ensuing expiration date (but no more than 9months prior to such expiration date), the Company or Employee shall have givenwritten notice to the other party that it or he does not wish to extend thisAgreement (a “Non-Renewal Notice”). The term “Employment Period,”as utilized in this Agreement, shall refer to the Employment Period as soautomatically extended.

**2.****             Termsof Employment.**

(a)           Position and Duties.

(i)            During the EmploymentPeriod, Employee shall serve as Vice President of the Company and, in so doing,shall report to President and Chief Executive Officer. Employee agrees toperform whatever duties the Board may assign to Employee from time to time,consistent with Employee’s position with the Company. Employee shall havesupervision and control over, and responsibility for, such management andoperational functions of the

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Company as are usual andcustomary for such position, and shall have such other powers and duties as mayfrom time to time be prescribed by President and Chief Executive Officer.

(ii)           During the EmploymentPeriod, and excluding any periods of vacation and sick leave to which Employeeis entitled, Employee agrees to devote all of his business time to the businessand affairs of the Company and, to the extent necessary to discharge theresponsibilities assigned to Employee hereunder. to use Employee’s reasonablebest efforts to perform faithfully, effectively and efficiently suchresponsibilities. During the Employment Period it shall not be a violation ofthis Agreement for Employee to (A) serve on corporate, civic or charitableboards or committees, (B) deliver lectures or fulfill speaking engagements and(C) manage personal investments, so long as such activities do not materiallyinterfere with the performance of Employee’s responsibilities as an employee ofthe Company in accordance with this Agreement.

(b)           Compensation.

(i)            Base Salary.During the Employment Period, Employee shall receive an annual base salary percalendar year of One Hundred Fifty Five Thousand dollars ($155,000) (“AnnualBase Salary”), which shall be paid in accordance with the customary payrollpractices of the Company and shall be prorated for the year ending December 31,2005 and for any other partial year of service. The Company may review andadjust Employee’s Annual Base Salary. The term Annual Base Salary as utilizedin this Agreement shall refer to Annual Base Salary as so adjusted.

(ii)           Incentive, Savingsand Retirement Plans. During the Employment Period, Employee shall beentitled to participate in all incentive, savings and retirement plans,practices, policies and programs of the Company applicable generally to otheremployees of the Company (“Investment Plans”).

(iii)          Welfare Benefit Plans.During the Employment Period, Employee and/or Employee’s family or dependents,as the case may be, shall be eligible for participation in the welfare benefitplans, practices, policies and programs (“Welfare Plans”) provided bythe Company (including, without limitation, medical, prescription, dental,vision, short-term disability, long-term disability, salary continuance,employee life, group life, accidental death and travel accident insurance plansand programs) to the extent applicable generally to other employees of the Company.

(iv)          Expenses. Duringthe Employment Period, Employee shall be entitled to receive promptreimbursement for all reasonable travel, entertainment and otherbusiness-related expenses incurred by Employee in accordance with the policies,practices and procedures of the Company or the Business, as applicable.

(v)           Vacation andHolidays. During the Employment Period, Employee shall be entitled tovacation and holidays in accordance with the policies of the Company.

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**3.****             Terminationof Employment.**

(a)           Death or Disability.Employee’s employment shall terminate automatically upon Employee’s deathduring the Employment Period. If the Disability of Employee has occurred duringthe Employment Period (pursuant to the definition of Disability set forthbelow), the Company may give to Employee written notice i n accordance with Section11(b) of its intention to terminate Employee’s employment. In such event,Employee’s employment with the Company shall terminate effective on the 30thday after receipt of such notice by Employee (the “Disability Effective Date”),provided that, within 30 days after such receipt, Employee shall nothave returned to full-time performance of Employee’s duties. For purposes ofthis Agreement, “Disability” shall mean Employee’s inability to performhis duties and obligations hereunder for a period of 180 consecutive days dueto mental or physical incapacity as determined by a physician selected by theCompany or its insurers and acceptable to Employee or Employee’s legalrepresentative (such agreement as to acceptability not to be withheldunreasonably).

(b)           Termination by theCompany for Cause. The Company may terminate the Employee’s employmentduring the Employment Period for Cause. For purposes of this Agreement, “Cause”shall mean: (i) the failure of Employee to perform his obligations and dutieshereunder to the satisfaction of the Company, which failure is not remediedwithin 15 days after receipt of written notice from the Company; (ii)commission by Employee of an act of fraud upon, or willful misconduct toward,the Company or any of its affiliates; (iii) a material. breach by Employee of Section6, Section 7 or Section 9, which in either case is notremedied within 15 days after receipt of written notice from the Board or theCompany; (iv) the conviction of Employee of any felony (or a plea of nolocontendere thereto) or any crime involving moral turpitude; or (v) thefailure of Employee to carry out, or comply with, in any material respect anydirective of the Board consistent with the terms of this Agreement, which isnot remedied within 15 days after receipt of written notice from the Board orthe Company. Any written notice from the Board or the Company pursuant to this Section3(b) shall specifically identify the failure that it deems to constituteCause.

(c)           Termination byCompany Without Cause. The Company may terminate Employee’s employmentduring the Employment Period without Cause beginning on the date that is sixty(60) days after the Effective Date. For purposes of this Agreement, “withoutCause” shall mean a termination by the Company of Employee’s employment duringthe Employment Period for any other reason other than a termination based uponCause, death or Disability.

(d)           Termination by theEmployee. Employee’s employment may be terminated during the EmploymentPeriod by Employee for Good Reason or without Good Reason; provided, however,that Employee agrees not to terminate his employment for Good Reason unless (i)Employee has given the Company at least 30 days’ prior written notice of hisintent to terminate his employment for Good Reason, which notice shall specifythe facts and circumstances constituting Good Reason, and (ii) such facts andcircumstances constituting Good Reason have not been remedied within such 30day period. For purposes of this Agreement, “Good Reason” shall mean anymaterial breach by the Company of any provision of this Agreement.

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(e)           Date of Termination.“Date of Termination” means (i) if Employee’s employment is terminatedfor any reason other than Employee’s death, the termination date set forth inthe written notice to the effect given by Employee to the Company or by theCompany to Employee, as the case may be (taking into account any notice or cureperiod required hereunder), and (ii) if Employee’s employment is terminated byreason of death or Disability, the date of death of Employee or the DisabilityEffective Date, as the case may be.

**4.****             Obligationsof the Company Upon Termination.**

(a)           Termination Becauseof Death or Disability. If Employee’s employment is terminated by reason ofEmployee’s death or Disability during the Employment Period, the Company shallpay to Employee or his legal representatives within 20 days after the Date of Termination(except as otherwise noted with respect to paragraphs (v) and (vi) below) (andthe Company shall have no further obligations hereunder with respect toEmployee):

(i)            Employee’s Annual BaseSalary through the Date of Termination to the extent not theretofore paid;

(ii)           Any Annual Bonusawarded to Employee prior to the Date of Termination but not yet paid;

(iii)          Any compensationpreviously deferred by Employee (together with any accrued interest andearnings thereon);

(iv)          Any unreimbursedbusiness expenses;

(v)           Any amount arising fromEmployee’s participation in, or benefits under, any Investment Plans (“AccruedInvestments”), which amounts shall be payable in accordance with the termsand conditions of such Investment Plans; and

(vi)          Any amounts to whichEmployee is entitled from Employee’s participation in, or benefits under, anyWelfare Plan (“Accrued Welfare Benefits”), which amounts shall bepayable in accordance with the terms and conditions of such Welfare Plans, andany amounts owed as a result of accrued vacation, which amounts shall bepayable in accordance with the policies of the Company.

(b)           Termination forCause: Other than for Good Reason. If Employee’s employment shall beterminated by the Company for Cause or by Employee without Good Reason, theCompany shall pay to Employee within 20 days after the Date of Termination(except as otherwise noted with respect to paragraphs (v) and (vi) below) (andthe Company shall have no further obligations hereunder with respect toEmployee):

(i)            Employee’s Annual BaseSalary through the Date of Termination to the extent not therefore paid;

(ii)           Any Annual Bonusawarded to Employee prior to the Date of Termination but not yet paid;

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(iii)          Any compensationpreviously deferred by Employee (together with any accrued interest andearnings thereon);

(iv)          Any unreimbursedbusiness expenses;

(v)           Any AccruedInvestments, which amounts shall be payable in accordance with the terms andconditions of such Investment Plans; and

(vi)          Any Accrued WelfareBenefits, which amounts shall be payable in accordance with the terms andconditions of such Welfare Plans, and any amounts owed as a result of accruedvacation, which amounts shall be payable in accordance with the policies of theCompany.

(c)           Termination for GoodReason: Without Cause. If the Company shall terminate Employee’s employmentwithout Cause or Employee shall terminate his employment for Good Reason, theCompany shall pay to Employee within 20 days of the Date of Termination (exceptas otherwise noted with respect to paragraphs (v) and (vi) below) (and theCompany shall have no further obligations hereunder with respect to Employee):

(i)            Employee’s Annual BaseSalary through the Date of Termination to the extent not theretofore paid;

(ii)           Any Annual Bonusawarded to Employee prior to the Date of Termination but not yet paid;

(iii)          Any compensationpreviously deferred by Employee (together with any accrued interest andearnings thereon);

(iv)          Any unreimbursedbusiness expenses;

(v)           Any AccruedInvestments, which amounts shall be payable in accordance with the terms andconditions of such Investment Plans;

(vi)          Any Accrued WelfareBenefits, which amounts shall be payable in accordance with the terms andconditions of such Welfare Plans, and any amounts owed as a result of accruedvacation, which amounts shall be payable in accordance with the policies of theCompany; and

(vii)         An amount equal to oneyear of the employee’s salary.

**5.****             FullSettlement.**  Neither Employee northe Company shall be liable to the other party for any damages in addition tothe amounts payable under Section 4 arising out of the termination ofEmployee’s employment prior to the end of the Employment Period; provided,however, that the Company shall be entitled to seek damages for anybreach of Section 6, Section 7, or Section 9 or forEmployee’s criminal misconduct.

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**6.****             ConfidentialInformation.**

(a)           Employee acknowledgesthat the Company and its affiliates have trade, business and financial secretsand other confidential and proprietary information (collectively, the “ConfidentialInformation”) and that during the course of Employee’s employment with theCompany he has received, shall receive or shall contribute to the ConfidentialInformation. Confidential Information includes technical information, processesand compilations of information, records, specifications and informationconcerning assets, and information regarding methods of doing business. Asdefined herein, Confidential Information shall not include (i) information thatis publicly and generally known to other persons or entities who can obtaineconomic value from its disclosure or use; provided that, suchinformation has not been made publicly and generally known by Employee inviolation of this Agreement or, to the knowledge of Employee, by others inviolation of comparable agreements, and (ii) information required to bedisclosed by Employee pursuant to a subpoena or court order, or pursuant to arequirement of a governmental agency or law of the United States of America ora state thereof or any governmental or political subdivision thereof; provided,however, that Employee shall take all reasonable steps to prohibit disclosurepursuant to clause (ii) above.

(b)           During and followingEmployee’s employment by the Company, Employee agrees (i) to hold suchConfidential Information in confidence and (ii) not to release such informationto any person (other than Company employees and other persons to whom theCompany has authorized Employee to disclose such information and then only tothe extent that such Company employees and other persons authorized by theCompany have a need for such knowledge). Employee agrees to use reasonableefforts to give the Company notice of any and all attempts to compel disclosureof any Confidential Information, in such a manner so as to provide the Companywith written notice at least five days before disclosure or within one businessday after Employee is informed that such disclosure is being or shall becompelled, whichever is earlier. Such written notice shall include adescription of the information to be disclosed, the court, government agency,or other forum through which the disclosure is sought, and the date by whichthe information is to be disclosed, and shall contain a copy of the subpoena,order or other process used to compel disclosure.

(c)           Employee further agreesnot to use any Confidential Information for the benefit of any person or entityother than the Company.

**7.****             IntellectualProperty Rights: Surrender of Materials Upon Termination.**

(a)           In consideration of theCompany’s agreement to employ Employee and the receipt by Employee of theConfidential Information, Employee hereby assigns to the Company all his right,title and interest in all Intellectual Property (as defined below) thatEmployee makes or conceives, whether as a sole inventor or author or as a jointinventor or author, whether made within or outside working hours or upon thepremises of the Company or elsewhere, as work for hire or otherwise, at anytime during his employment with the Company or its affiliates (including priorto the Effective Date). “Intellectual Property” means any information ofa technical and/or business nature such as ideas, discoveries, inventions,trade secrets, know-how, and writings and other works of authorship that relatein any manner to the actual or anticipated business or research and developmentof the Company and its affiliates.

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During and subsequent toEmployee’s employment, upon the request and at the expense of the Company orits nominee and for no additional personal remuneration, Employee agrees toexecute any instrument that the Company considers necessary to secure ormaintain for the benefit of the Company adequate patent, copyright, trademarkand other property rights in the United States and all foreign countries withrespect to any Intellectual Property. Employee also agrees to assist theCompany as required to draft said instruments and to obtain and enforce suchrights. Employee agrees to promptly disclose to the Company any IntellectualProperty when conceived or made by Employee, in whole or in part, and to makeand maintain adequate and current records thereof.

(b)           Employee agrees thatall Confidential Information and other files, documents, materials, records,customer lists, business proposals, contracts, agreements and other repositoriescontaining information concerning the Company or the business of the Company,in whatever form, tangible or intangible (including all copies thereof), thatEmployee shall prepare, or use, or be provided with as a result of hisemployment with the Company, shall be and remain the sole property of theCompany. Upon termination of Employee’s employment hereunder, Employee agreesthat all Confidential Information and other files, documents, materials,records, customer lists, business proposals, contracts, agreements and otherrepositories containing information concerning the Company or the business ofthe Company (including all copies thereof) in Employee’s possession, custody orcontrol, whether prepared by Employee or others, shall remain with or be returnedto the Company promptly (within 24 hours) after the Date of Termination. Thematerials required to be returned pursuant to this Section 7 shall notinclude personal correspondence that does not relate to the Company or thebusiness of the Company.

**8.****             Successors.**

(a)           This Agreement ispersonal to Employee and without the prior written consent of the Company shallnot be assignable by Employee otherwise than by will or the laws of descent anddistribution. This Agreement shall inure to the benefit of and be enforceableby Employee’s legal representatives.

(b)           This Agreement shallinure to the benefit of and be binding upon the Company and its successors andassigns. Employee agrees that the Company may assign this Agreement to anydirectly or indirectly owned subsidiary or affiliate of the Company, in whichevent “Company” as used in this Agreement shall thereafter mean suchsubsidiary or affiliate (except where reference is made to benefit plans thatare maintained by the Company, in which event the Company shall remainobligated with respect thereto under this Agreement), and in connection withsuch assignment, such subsidiary shall expressly assume this Agreement and theCompany shall be released therefrom except to the extent referenced above.

(c)           The Company willrequire any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/orassets of the Company to assume expressly and agree to perform this Agreementin the same manner and to the same extent that the Company would be required toperform it if no such succession had taken place. As used in this Agreement, “Company”shall mean the Company as

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hereinbefore defined andany successor to its business and/or assets as aforesaid which assumes andagrees to perform this Agreement by operation of law, or otherwise.

**9.****             Non-Competition:Non-Solicitation.**

(a)           During his employmentby the Company, including the Employment Period, Employee shall have access toand become acquainted with Confidential Information of the Company as describedin Section 6. Employee acknowledges and agrees that his use ofConfidential Information in the conduct of business on behalf of a competitorof the Company would constitute unfair competition with the Company and wouldadversely affect the business goodwill of the Company. Accordingly, as amaterial inducement to the Company to enter into this Agreement; to protect theCompany’s Confidential Information that may be disclosed or entrusted toEmployee (the disclosure of which by Employee in violation of this Agreementwould adversely affect the business goodwill of the Company), the businessgoodwill of the Company that may be developed in Employee and the businessopportunities that may be disclosed or entrusted to Employee by the Company; inconsideration for the compensation and other benefits payable hereunder toEmployee, for the benefits to Employee of having access to ConfidentialInformation during the Employment Period (the disclosure of which by Employeein violation of this Agreement would adversely affect the business goodwill, ofthe Company); and for other good and valuable consideration, Employee herebycovenants and agrees that, during the Term of Non-Competition, Employee shallnot, directly or indirectly, individually or as an officer, director, manager,employee, shareholder, consultant, contractor, partner, member, joint venturer,agent, equity owner or in any capacity whatsoever:

(i)            own, engage in,manage, operate, join, control, be employed by, provide Competing Services to,or participate in the ownership, management, operation or control of orprovision of Competing Services to, a Competing Business operating in theGeographic Area;

(ii)           recruit, hire, assistin hiring, attempt to hire, or contact or solicit with respect to hiring anyperson who, at any time during the 12 month period ending on the Date ofTermination, was an employee of the Company or its affiliates:

(iii)          induce or attempt toinduce any employee of the Company or its affiliates to terminate, or in anyway interfere with, the relationship between such parties and any employeethereof; or

(iv)          induce or attempt toinduce any customer, client, supplier, service provider, or other businessrelation of the Company or its affiliates in the Geographic Area to cease doingbusiness with such parties, or in any way interfere with the relationshipbetween such parties and any such person.

Notwithstandingthe foregoing, the Company agrees that Employee may own less than five percentof the outstanding voting securities of any publicly traded company that is aCompeting Business so long as Employee does not otherwise participate in suchcompeting business in any way prohibited by this Section 9.

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(b)           Employee acknowledgesthat the geographic boundaries, scope of prohibited activities, and timeduration of the preceding paragraphs in this Section 9 (including thedefined terms for “Competing Business,” “Competing Services,” “GeographicArea,” and “Term of Non-Competition” set forth in Section 9(c))are reasonable in nature and are no broader than are necessary to maintain thegoodwill of the Company and the confidentiality of its Confidential Informationand to protect the goodwill and other legitimate business interests of theCompany, and also that the enforcement of such covenants would not causeEmployee any undue hardship or unreasonably interfere with Employee’s abilityto earn a livelihood. If Employee violates the covenants and restrictions inthis Section 9 and the Company brings legal action for injunctive orother equitable relief, Employee agrees that the Company shall not be deprivedof the benefit of the full period of the restrictive covenant, as a result ofthe time involved in obtaining such relief. Accordingly, Employee agrees thatthe provisions in this Section 9 shall have a duration determinedpursuant to Section 9(a), computed from the date the legal or equitablerelief is granted.

(c)           As used in thisAgreement:

(i)            “Competing Business”means any service or product of any person or organization other than theCompany or its affiliates in existence or then under development, that competesor could potentially compete, directly or indirectly, with any service orproduct of the Company or its affiliates. Competing Business includes, but isnot limited to, any enterprise engaged in the development or marketing ofsoftware and services for e-mail marketing and publishing, e-mail filtering andspam prevention.

(ii)           “Competing Services”means services that, if provided to a business other than a Competing Business,would constitute the conduct of a Competing Business.

(iii)          “Geographic Area”means the United States.

(iv)          “Term ofNon-Competition” means the period of time beginning on the date hereof andcontinuing until (A) if this Agreement is terminated during the EmploymentPeriod by either the Company for Cause or Employee without Good Reason, twoyears after the Date of Termination, (B) if this Agreement is terminated duringthe Employment Period by either the Company without Cause or Employee for GoodReason, one year after the Date of Termination, or (C) if the Employment Periodexpires by reason of a Non-Renewal Notice, one year after the last day of theEmployment Period.

(d)           If any court orarbitrator determines that any portion of this Section 9 is invalid orunenforceable, the remainder of this Section 9 shall not thereby beaffected and shall be given full effect without regard to the invalid orunenforceable provisions. If any court or arbitrator construes any of theprovisions of this Section 9 to be invalid or unenforceable because ofthe duration or scope of such provision, such court or arbitrator shall berequired to reduce the duration or scope of such provision, to the minimumextent necessary so as to be enforceable, and to enforce such provision as soreduced.

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**10.****          Non-Disparagement.**Employee agrees to refrain from engaging in any conduct, or making anycomments or statements, during the Employment Period and thereafter, that havethe purpose or effect of harming the reputation or goodwill of the Company orits affiliates.

**11.****          Miscellaneous.**

(a)           Construction.This Agreement shall be governed by and construed in accordance with the lawsof the State of Delaware without reference to principles of conflict of laws.The captions of this Agreement are not part of the provisions hereof and shallhave no force or effect. Whenever the terms “hereof”, “hereby”, “herein”, orwords of similar import are used in this Agreement they shall be construed asreferring to this Agreement in its entirety rather than to a particular sectionor provision, unless the context specifically indicates to the contrary. Anyreference to a particular “Section” or “paragraph” shall be construed asreferring to the indicated section or paragraph of this Agreement unless thecontext indicates to the contrary. The use of the term “including” herein shallbe construed as meaning “including without limitation.” This Agreement may notbe amended or modified otherwise than by a written agreement executed by theparties hereto or their respective successors and legal representatives.

(b)           Notices. Allnotices and other communications hereunder shall be in writing and shall begiven by hand delivery to the other party or by registered or certified mail, returnreceipt requested, postage prepaid, addressed as follows:
| If to Employee:     |                           |
|---------------------|--------------------------------|
|                |                           |
|                |                           |
|                |                           |
|                |                           |
| If to the  Company: | Lyris  Technologies, Inc.      |
|                | 2070 Allston Way,  Suite 200   |
|                | Berkeley, CA  94704            |
|                |                           |
| With a copy to:     |                           |
|                | Vinson &  Elkins L.L.P.    |
|                | 3700 Trammell  Crow Center     |
|                | 2001 Ross Avenue               |
|                | Dallas, Texas  75201           |
|                | Attention:  Michael D. Wortley |

 

or to such other addressas either party shall have furnished to the other in writing in accordanceherewith. Notice and communications shall be effective when actually receivedby the addressee.

(c)           Severability. Ifany provision of this Agreement is held to be illegal, invalid or unenforceableunder present or future laws effective during the term of this Agreement, suchprovision shall be fully severable; this Agreement shall be construed andenforced as if such illegal, invalid or unenforceable provision had nevercomprised a portion of this Agreement; and the remaining provisions of thisAgreement shall remain in full force and effect and shall not be affected bythe illegal, invalid or unenforceable provision or by its

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severance from thisAgreement. Furthermore, in lieu of such illegal, invalid or unenforceableprovision there shall be added automatically as part of this Agreement aprovision as similar in terms to such illegal, invalid or unenforceableprovision as may be possible and be legal, valid and enforceable.

(d)           Withholding. TheCompany may withhold from any amounts payable under this Agreement suchFederal, state or local taxes as shall be required to be withheld pursuant toany applicable law or regulation.

(e)           No Waiver.Employee’s or the Company’s failure to insist upon strict compliance with anyprovision of this Agreement or the failure to assert any right Employee or theCompany may have hereunder, including, without limitation, the right ofEmployee to terminate employment for Good Reason, shall not be deemed to be awaiver of such provision or right or any other provision or right of thisAgreement.

(f)            Equitable and OtherRelief. Employee acknowledges that money damages would be both incalculableand an insufficient remedy for a breach of Section 6, Section 7, Section9 or Section 10 by Employee and that any such breach would cause theCompany irreparable harm. Accordingly, the Company, in addition to any otherremedies at law or in equity it may have, shall be entitled, without therequirement of posting of bond or other security, to equitable relief,including injunctive relief and specific performance, in connection with a breachof Section 6, Section 7, Section 9 or Section 10 byEmployee.

(g)           Entire Agreement.The provisions of this Agreement constitute the complete understanding andagreement between the parties with respect to the subject matter hereof, andsupersede all prior and contemporaneous oral and written agreements,representations and understandings of the parties, which are hereby terminated.Employee and the Company acknowledge and represent that there are no otherpromises, terms, conditions or representations (oral or written) regarding anymatter relevant hereto.

(h)           Counterparts.This Agreement may be executed in two or more counterparts.

(i)            Arbitration.

(i)            In the event anydispute or controversy arises under this Agreement and is not resolved bymutual written agreement between Employee and the Company within 30 days afternotice of the dispute is first given, then Employee and the Company willmutually select an arbitrator and submit such dispute or controversy toarbitration by such arbitrator; provided, however, if the Companyand Employee have not mutually selected an arbitrator within 90 days afternotice of the dispute is first given, or if Employee and the Company decide atany earlier date not to mutually select an arbitrator, then, upon the writtenrequest of Employee or the Company, such dispute or controversy shall besubmitted to arbitration by an arbitrator to be selected by the AmericanArbitration Association (“AAA”). The arbitration will be conducted inaccordance with the Rules for Resolution of Employment Disputes of the AAA. Judgmentmay be entered thereon and the results of the arbitration will be binding andconclusive on the parties hereto. Any arbitrator’s award or finding or anyjudgment

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or verdict thereon willbe final and unappealable. All parties agree that venue for arbitration will bein Alameda County, California, or such other place as may be agreed upon inwriting at the time by the parties and that any arbitration commenced in anyother venue will be transferred to Alameda County, California, upon the writtenrequest of any party to this Agreement. All arbitrations will have oneindividual acting as arbitrator. Any arbitrator selected will not beaffiliated, associated or related to either Employee of the Company in anymatter whatsoever. The decision of the arbitrator will be binding on allparties. The prevailing party in the arbitration (as determined by thearbitrator) shall be reimbursed, by the other party, its reasonable attorneysfees, costs and other expenses pertaining to any such arbitration andenforcement.

(ii)           THE ARBITRATOR SHALLHAVE NO AUTHORITY TO AWARD PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES (WHETHER ITBE EXEMPLARY DAMAGES, TREBLE DAMAGES, OR ANY OTHER PENALTY OR PUNITIVE TYPE OFDAMAGES). REGARDLESS OF WHETHER SUCH DAMAGES MAY BE AVAILABLE UNDER DELAWARELAW, EMPLOYEE AND THE COMPANY EACH HEREBY WAIVE THE RIGHT, IF ANY, TO RECOVERPUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIMS.  EMPLOYEE AND THE COMPANY ACKNOWLEDGE THAT BYSIGNING THIS AGREEMENT EMPLOYEE AND THE COMPANY ARE WAIVING ANY RIGHT THATEMPLOYEE OR THE COMPANY MAY HAVE TO A JURY TRIAL.

(j)            Survival.  Sections 4, 5, 6, 7,8, 9, and 10 of this Agreement shall survive thetermination of Employee’s employment.

(k)           Amendments.  This Agreement may not be amended or modifiedat any time except by a written instrument executed by the Company andEmployee.

(l)            Effectiveness.  If the Effective Date has not occurred by                 ,2005, this Agreement shall be null and void and of no force or effect.

(m)          EmployeeAcknowledgment.  Employeeacknowledges that he has read and understands this Agreement, is fully aware ofits legal effect, has not acted in reliance upon any representations orpromises made by the Company other than those contained in writing herein, andhas entered into this Agreement freely based on his own judgment.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESSWHEREOF, Employee has hereunto set Employee’s hand and the Company has causedthis Agreement to be executed in its name on its behalf, all as of the day andyear first above written.
|        |   | EMPLOYEE:                |
|--------|--------|--------------------------|
|   |   |                     |
|   |   |                     |
|   |   | /s/ Rob Wilson           |   |
|   |   | Rob Wilson               |
|   |   |                     |
|   |   |                     |
|   |   | COMPANY:                 |
|   |   |                     |
|   |   | LYRIS TECHNOLOGIES, INC. |
|   |   |                     |
|   |   |                     |
|   |   | By:                      | /s/ Luis Rivera |   |
|   |   | Name:                    | Luis Rivera |   |
|   |   | Title:                   | President |   |

 

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