Exhibit 10.9


    
      
        

      

    


    Exhibit
      10.9

    


    

    


    July
      25, 2005

    


    Roger
      C. Gregg

    


    Re:         
       Letter
      Agreement

    


    Dear
      Roger:

    


    We
      are pleased to inform you that the Board of Directors of IFT Corporation (the
      “Company”), the parent company to LaPolla Industries, Inc. (“LaPolla”), which is
      the subsidiary you have been employed with since June 1, 2005, has approved
      a
      Letter Agreement providing for a long term cash-based incentive bonus for you,
      subject to your continued employment and meeting certain criteria, pursuant
      to
      the terms and conditions below:

    


    1.     Transaction
      Bonus.
      During your employ, upon consummation of a Change in Control, in addition to
      any
      other payments or benefits applicable that you may be entitled to, you shall
      be
      entitled to a Transaction Bonus equal to one half of one percent (1⁄2 %) of the
“Transaction Value”, which means the aggregate consideration paid in respect of
      the Transaction, payable in one lump sum concurrent with the consummation of
      the
      Transaction; provided you are still employed by the Company.

    


    2.     Initial
      Eligibility.
      You will be eligible for the Transaction Bonus after you cause $10 Million
      in
      Sales, directly or indirectly by your efforts, to occur.

    


    3.     Definition
      of Change in Control.
      "Change in Control" means an Ownership Change Event or series of related
      Ownership Change Events (collectively, a "Transaction")
      in which the stockholders of the Company immediately before the Transaction
      do
      not retain immediately after the Transaction, direct or indirect beneficial
      ownership of more than fifty percent (50%) of the total combined voting power
      of
      the outstanding voting securities of the Company or, in the case of an Ownership
      Change Event, the entity to which the assets of the Company were transferred.
      An
"Ownership
      Change Event"
      shall be deemed to have occurred if any of the following occurs with respect
      to
      the Company: (i) the direct or indirect sale or exchange by the
      stockholders of the Company of all or substantially all of the voting stock
      of
      the Company; (ii) a merger or consolidation in which the Company is a
      party; (iii) the sale, exchange, or transfer of all or substantially all of
      the assets of the Company (other than a sale, exchange or transfer to one or
      more subsidiaries of the Company); or (iv) a liquidation or dissolution of
      the Company. The sole exception to Change in Control and Ownership Change Event
      as described above shall be any Change in Control or Ownership Change Event
      that
      may result from the death or incapacity of Richard J. Kurtz wherein his interest
      is transferred to his heirs only. In such event for the purposes hereof, no
      Change in Control or Ownership Change Event shall be deemed to have
      occurred.

    


    4.     Amendment
      and Termination.
      This Letter Agreement may only be amended by written instrument signed by you
      and an authorized officer of the Company. This Letter Agreement shall remain
      in
      effect through May 31, 2009 or earlier termination of your employment with
      LaPolla Industries, Inc.

    


    5.     Termination
      for Cause.
      The Company may terminate your employment under your Letter Agreement for
“Cause,” at any time, for any of the following reasons: (i) your commission of
      any act of fraud, embezzlement or dishonesty, (ii) your unauthorized use or
      disclosure of any confidential information or trade secrets of the Company,
      (iii) any intentional misconduct or violation of the Company’s Code of Business
      Ethics and Conduct by you which has a materially adverse effect upon the
      Company’s business or reputation, (iv) your continued failure to perform the
      major duties, functions and responsibilities of your position after written
      notice from the Company identifying the deficiencies in your performance and
      a
      reasonable cure period of not less than thirty (30) days or (v) a material
      breach of your fiduciary duties as an officer of the Company. Should your
      employment cease by reason of a Termination for Cause (as defined herein) or
      should you voluntarily resign under circumstances which would otherwise
      constitute grounds for a Termination for Cause, then, subject to your
      eligibility, no benefits will be payable to you under this Letter
      Agreement.


    
      
        
        

      

      
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    6.     Governing
      Law.
      This Letter Agreement shall be governed by and construed in accordance with
      the
      laws of the State of Florida without regard to its conflict of laws principles
      to the extent that such principles would require the application of laws other
      than the laws of the State of Florida. Venue for any action brought hereunder
      shall be exclusively in Broward County, Florida and the parties hereto waive
      any
      claim that such forum is inconvenient.

    


    7.     Arbitration.
      Any dispute between the parties to this Letter Agreement in connection with,
      arising out of or asserting breach of this Agreement, or any statutory or common
      law claim by you relating to the subject matter hereof, shall be exclusively
      resolved by binding statutory arbitration. Such dispute shall be submitted
      to
      arbitration in the city of Fort Lauderdale, County of Broward, state of Florida,
      before a panel of three neutral arbitrators in accordance with the Commercial
      Rules of the American Arbitration Association then in effect, and the
      arbitration determination resulting from any such submission shall be final
      and
      binding upon the parties hereto. Judgment upon any arbitration award may be
      entered in any court of competent jurisdiction.

    


    8.     Notices.
      All notices required or permitted to be given hereunder shall be in writing
      and
      shall be personally delivered by courier, sent by registered or certified mail,
      return receipt requested or sent by confirmed facsimile transmission addressed
      as set forth herein. Notices personally delivered, sent by facsimile or sent
      by
      overnight courier shall be deemed given on the date of delivery and notices
      mailed in accordance with the foregoing shall be deemed given upon the earlier
      of receipt by the addressee, as evidenced by the return receipt thereof, or
      three (3) days after deposit in the U.S. mail. Notice shall be sent (i) if
      to
      Company, addressed to Corporate Secretary at Quorum Business Center, Deerfield
      Beach, Florida 33442 with a copy to Sader & LeMaire, P.A., 1901 West Cypress
      Creek Road, Suite 415, Fort Lauderdale, Florida 33309, Attention: Robert L.
      Sader, Esquire, and (ii) if to You, to your address as reflected on the payroll
      records of LaPolla, or to such other address as either party hereto may from
      time to time give notice of to the other.

    


    9.     Entire
      Agreement.
      This Letter Agreement constitutes the entire agreement between the parties
      hereto with respect to the subject matter hereof and supersedes all prior
      agreements, understandings and arrangements, both oral and written, between
      you
      and the Company with respect to such subject matter. This Agreement may not
      be
      modified in any way, or any provision waived, unless such modification or waiver
      is agreed to in writing and signed by you and by a duly authorized officer
      of
      the Company.

    


    10.   Severability.
      The invalidity of any one or more of the words, phrases, sentences, clauses
      or
      sections contained in this Letter Amendment shall not affect the enforceability
      of the remaining portions or any part thereof.

    


    11.     At
      Will Employment.
      Nothing in this Letter Agreement is intended to provide you with any additional
      right to continue in the employ of any subsidiary of the Company for any period
      of specific duration or interfere with or otherwise restrict in any way your
      rights or the rights of our LaPolla Industries, Inc. subsidiary, which rights
      are hereby expressly reserved by each, to terminate your employment at any
      time
      and for any reason.

    


    Please
      indicate your agreement with the foregoing by signing the Acceptance section
      below and returning it to the Company.

    


    
      	 	 	 	 	
              Very
                truly yours,

            	 
	 	 	 	 	 	 
	 	 	 	 	
              IFT
                CORPORATION

            	 
	 	
              /s/
                Sharmeen Hugue

            	 	 	 	 
	 	
              Witness

            	 	 	 	 
	 	 	 	
              By:

            	
              /s/
                Douglas J. Kramer, President

            	 
	 	
              /s/
                Tiffany Wells

            	 	
              Name:

            	
              Douglas
                J. Kramer

            	 
	 	
              Witness

            	 	
              Title:

            	
              President

            	 


    

    


    ACCEPTANCE

    


    I
      hereby agree to all the terms and provisions of the foregoing Letter Agreement
      as of the date above.

    


    


    
      	 	
              /s/
                Debbie Dobbs

            	 	 	 	 
	 	
              Witness

            	 	 	 	 
	 	 	 	 	 	 
	 	
              /s/
                Lisa Mnoles

            	 	
              By:

            	
              /s/
                Roger C. Gregg

            	 
	 	
              Witness

            	 	
              Name:

            	
              Roger
                C. Gregg

            	 


    

     

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