Exhibit 10.1 

SECOND AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT 

     This Second Amendment
to Amended and Restated Loan and Security Agreement (this “Amendment”) is
entered into as of December 31, 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 including by that certain
First Amendment to Amended and Restated Loan and Security Agreement dated as of
July 30, 2008 (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. The following defined terms are hereby added to Section 1.1 of the
Agreement or amended and restated in their entirety as follows: 

          “Applicable Term Loan Principal Payment Amount” means (i) One Hundred
Sixteen Thousand Sixty Hundred Sixty Seven and 67/100 Dollars ($116,667.67) for
each month from January 2009 through December 2009 and (ii) One Hundred Sixty
Three Thousand Eight Hundred Eighty Eight and 89/100 Dollars ($163,888.89) for
each month thereafter. 

          “Applicable Unused Fee Percentage” means (i) one quarter one percent
(0.25%) if the Total Leverage Ratio calculated pursuant to Section 6.7(c) hereof
is less than or equal to 2.00 to 1.00 for the most recently ended measuring
period and (ii) one half of one percent (0.50%) if the Total Leverage Ratio
calculated pursuant to Section 6.7(c) hereof is greater than 2.00 to 1.00 for
the most recently ended measuring period. 

          “Borrowing Base” means an amount equal to eighty percent (80%) of
Eligible Accounts, as determined by Bank with reference to the most recent
Borrowing Base Certificate delivered by Borrowers. 

          “Credit Extension” means each Advance, the Term Loan or any other
extension of credit by Bank to or for the benefit of Borrowers hereunder.


          “Eligible Accounts” means those Accounts that arise in the ordinary
course of Borrowers’ business that comply with all of Borrowers’ representations
and warranties to Bank set forth in Section 5.3; provided, that Bank may change
the standards of eligibility by giving Parent thirty (30) days prior written
notice. Unless otherwise agreed to by Bank, Eligible Accounts shall not include
the following: 

          (a) Accounts that the account debtor has failed to pay in full within ninety
(90) days of invoice date; 

          (b) Credit balances over ninety (90) days; 

          (c) Accounts with respect to an account debtor, twenty-five
percent (25%) of whose Accounts the account debtor has failed to pay within
ninety (90) days of invoice date; 

          (d) Accounts with respect to an account debtor, including
Subsidiaries and Affiliates, whose total obligations to a Borrower exceed twenty
five percent (25%) of all Accounts, to the extent such obligations exceed the
aforementioned percentage, except as approved in writing by Bank; 

          (e) Accounts with respect to which the account debtor does not
have its principal place of business in the United States, except for Eligible
Foreign Accounts; 

-1- 




          (f) Accounts with respect to which the account debtor is the
United States or any department, agency, or instrumentality of the United
States, except for Accounts of the United States if the payee has assigned its
payment rights to Bank and the assignment has been acknowledged under the
Assignment of Claims Act of 1940 (31 U.S.C. 3727); 

          (g) Accounts with respect to which a Borrower is liable to the
account debtor for goods sold or services rendered by the account debtor to a
Borrower, but only to the extent of any amounts owing to the account debtor
against amounts owed to a Borrower; 

          (h) Accounts with respect to which goods are placed on
consignment, guaranteed sale, sale or return, sale on approval, bill and hold,
demo or promotional, or other terms by reason of which the payment by the
account debtor may be conditional; 

          (i) Accounts with respect to which the account debtor is an
officer, employee, agent or Affiliate of a Borrower; 

          (j) Accounts that have not yet been billed to the account debtor
or that relate to deposits (such as good faith deposits) or other property of
the account debtor held by a Borrower for the performance of services or
delivery of goods which such Borrower has not yet performed or delivered;


          (k) Accounts with respect to which the account debtor disputes
liability or makes any claim with respect thereto as to which Bank believes, in
its sole discretion, that there may be a basis for dispute (but only to the
extent of the amount subject to such dispute or claim), or is subject to any
Insolvency Proceeding, or becomes insolvent, or goes out of business;


          (l) Accounts the collection of which Bank reasonably determines
after inquiry and consultation with Parent to be doubtful; and 

          (m) Retentions and
hold-backs. 

          “Eligible Foreign Accounts” means Accounts with respect to
which the account debtor does not have its principal place of business in the
United States and that are (i) supported by one or more letters of credit in an
amount and of a tenor, and issued by a financial institution, acceptable to
Bank, (ii) insured by the Export Import Bank of the United States, (iii)
generated by an account debtor with its principal place of business in Canada,
provided that the Bank has perfected its security interest in the appropriate
Canadian province, or (iv) approved by Bank on a case-by-case basis. All
Eligible Foreign Accounts must be calculated in U.S. Dollars. 

          “Excess Cash Flow” means EBITDA less working capital changes,
capital expenditures, cash taxes paid and required principal payments on all
Indebtedness to Bank. 

          “Revolving Line” means a Credit Extension of up to Four
Million Dollars ($4,000,000) inclusive of any amounts outstanding under the
Letter of Credit Sublimit, the ACH Sublimit and the Foreign Exchange Sublimit;
provided however that availability under the Revolving Line shall be reduced by
an amount equal to Ninety One Thousand Six Hundred Sixty Seven Dollars ($91,667)
on the last day of each month commencing on January 31, 2009 and continuing on
the last day of each month thereafter through the Revolving Maturity Date.


          “Revolving
Maturity Date” means July 31, 2010.

          “Term Loan” has the meaning set forth in Section 2.1(c).


          “Term
Loan Maturity Date” means July 31, 2010. 




     2. Section 2.1(b)(i) of the Agreement is hereby amended and restated in its
entirety to read as follows: 

          “(i)
Amount.
Subject to and upon the terms and conditions of this Agreement (1) Borrowers may
request one or more Advances in an aggregate outstanding amount not to exceed
the lesser of (A) the Revolving Line or (B) the Borrowing Base, less, in either
case any amounts outstanding under the Letter of Credit Sublimit, the Foreign
Exchange Sublimit and the ACH Sublimit and (2) amounts borrowed pursuant to this
Section 2.1(b) may be repaid and reborrowed at any time prior to the Revolving
Maturity Date, at which time all Advances under this Section 2.1(b) shall be
immediately due and payable. Borrowers may prepay and reborrow any Advances
without penalty or premium.” 

     3. Section 2.1(b)(ii) of the Agreement is hereby amended and restated in its
entirety to read as follows: 

          (ii)
Intentionally Omitted.” 

     4. New
Section 2.1(c) is hereby added to the Agreement as follows: 

           “(c)
Term Loan.


              
(i) Subject to and upon the terms and conditions of this
Agreement, on December 31, 2008, Bank shall be deemed to have made a term loan
to Borrowers in the amount of Seven Million Three Hundred Thousand Dollars
($7,300,000) (the “Term Loan”), which amount shall refinance existing
Indebtedness to Bank. 

              
(ii) Interest shall accrue from the date the Term Loan is made at
the rate specified in Section 2.3(a), and shall be payable monthly on the last
day of each month. The Term Loan shall be repaid consecutive installments of
principal equal to the Applicable Term Loan Principal Payment Amount plus
accrued but unpaid interest, commencing on January 31, 2009 and continuing on
the last day of each month thereafter through the Term Loan Maturity Date, at
which time all amounts owing under this Section 2.1(c) shall be immediately due
and payable. The Term Loan, once repaid, may not be reborrowed. Borrowers may
prepay the Term Loan without penalty or premium. 

              
(iii) No later than February 15 of each calendar year during which
the Term Loan is outstanding, Borrowers shall pay to Bank an amount equal to
seventy five percent (75%) of their Excess Cash Flow for the immediately
preceding calendar year.” 

     5. Section 2.2 of the Agreement is hereby
amended and restated in its entirety to read as follows: 

          “2.2
Overadvances. If the aggregate amount of the outstanding Advances exceeds the lesser
of the Revolving Line or the Borrowing Base at any time, Borrowers shall
immediately pay to Bank, in cash, the amount of such excess.” 

     6. Section 2.3(a) of the Agreement is hereby
amended and restated in its entirety to read as follows: 

          “(a)
Interest Rates for Credit
Extensions. Except as set forth in Section
2.3(b), the Credit Extensions shall bear interest, on the outstanding daily
balance thereof, as set forth in the LIBOR Addendum to Amended and Restated Loan
& Security Agreement attached as Exhibit
D.” 

     7. New Section 2.5(d) is hereby added to the
agreement as follows: 

          “(d) Facility
Fee. On March 31, 2009, a facility fee in the
amount of Forty Five Thousand Dollars ($45,000).” 




     8. Section 5.3 of the Agreement is hereby
amended and restated in its entirety to read as follows: 

          “5.3
Collateral. Borrower has rights in or the power to transfer the Collateral, and its
title to the Collateral is free and clear of Liens, adverse claims, and
restrictions on transfer or pledge except for Permitted Liens. All Collateral is
located solely in the Collateral States. The Eligible Accounts are bona fide
existing obligations. The property or services giving rise to such Eligible
Accounts has been delivered or rendered to the account debtor or its agent for
immediate shipment to and unconditional acceptance by the account debtor.
Borrower has not received notice of actual or imminent Insolvency Proceeding of
any account debtor whose accounts are included in any Borrowing Base Certificate
as an Eligible Account. All Inventory is in all material respects of good and
merchantable quality, free from all material defects, except for Inventory for
which adequate reserves have been made. Except as set forth in the Schedule,
none of the Collateral is maintained or invested with a Person other than Bank
or Bank’s Affiliates.” 

     9. Section 6.2(a) of the
Agreement is hereby amended and restated in its entirety to read as follows:


          “(a)
Within thirty (30) days after the last day of each month, Parent shall deliver
to Bank a Borrowing Base Certificate signed by a Responsible Officer in
substantially the form of Exhibit E hereto, together with aged listings by
invoice date of accounts receivable and accounts payable.” 

     10. Section 6.2(d) of the Agreement is hereby
amended and restated in its entirety to read as follows: 

          “(d)
Bank shall have a right from time to time hereafter to audit each Borrower’s
Accounts and appraise Collateral at Borrowers’ expense, provided that such
audits will be conducted no more often than every six (6) months unless an Event
of Default has occurred and is continuing.” 

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

          “6.7
Financial Covenants. Borrower shall at all times maintain the following financial ratios and
covenants: 

              
(a) Debt Service Coverage Ratio. Measured on a monthly basis, a ratio of EBITDA (measured on an
annualized trailing three-month basis) minus cash taxes and non-financed
Capitalized Expenditures to the sum of cash interest expense (measured on an
annualized trailing three-month basis) plus the current portion of all
Indebtedness of at least (i) 1.15 to 1.00 for each monthly measuring period
through the monthly measuring period ending July 31, 2009, and (ii) 1.25 to 1.00
for each monthly measuring period thereafter. 

              
(b) EBITDA. Measured monthly on
a rolling three-month basis, EBITDA of not less than follows (i) Eight Hundred
Thousand Dollars ($800,000) for each monthly measuring period through the
monthly measuring period ending August 31, 2009, (ii) One Million Two Hundred
Fifty Thousand Dollars ($1,250,000) for each subsequent monthly measuring period
through the monthly measuring period ending November 30, 2009; and (ii) One
Million Seven Hundred Fifty Thousand Dollars ($1,750,000) for each monthly
measuring period thereafter. 

              
(c) Total Leverage Ratio.
Measured on a monthly basis, a ratio of all Indebtedness to EBITDA (measured on
an annualized trailing three (3) month basis) of not greater than: (i) 3.00 to
1.00 for each monthly measuring period through the measuring period ending
August 31, 2009, (ii) 2.50 to 1.00 for each subsequent monthly measuring period
through the monthly measuring period ending November 30, 2009; and (iii) 2.00 to
1.00 for each monthly measuring period thereafter.

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

     13. Exhibit D to the Agreement is hereby
replaced with Exhibit D attached hereto. 

     14. Exhibit E is hereby added to the
Agreement in the form attached hereto. 

     15. [Bank hereby waives
Borrowers’ violation of Section 6.7(a), 6.7(b), 6.7(c) and 6.7(d) of the
Agreement for the November 2008 measuring period.] 




     16. 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. 

     17. 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. 

     18. 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.

     19. 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) a facility fee in the amount of Forty Five Thousand Dollars ($45,000),
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. 

     20. 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: 
    	/s/ Luis Rivera 	 
	   	    
	Title: 	Asst. Secretary 	 



  


	COMERICA BANK  
	  
	By: 
    	Philip
      Koblis           
    	 
	   	    
	Title: 	Senior Vice President   	 




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


-6-





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  
	Borrowing
      Base Cert, A/R & A/P Agings  	  	Monthly
      within 30 days  		  	Yes  	  	No  
	Compliance Cert.  	  	Monthly within 30 days  		  	Yes  	  	No  
	A/R
      Audit  	  	Semi-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  	  	Amount:  $________ 
    		  	Yes  	  	No  
	with Bank  	  	 		  	  	  	  
	    
	Financial Covenant	 	     	Required 	 	Actual  	     	Complies 	     	  
	Maximum Total Leverage  							
	     Through 8/31/09  	  	3.00:1.00  	____ :
      1.00  	  	Yes  	  	No 
  
	     9/1/09 – 11/30/09  	 	2.50:1.00  	 	  	  	  	  
	     12/1/09 and thereafter  	  	2.00:1.00  	 	  	  	  	  
	  	  	  		  	  	  	  
	Minimum EBITDA  	  	  		  	  	  	  
	     Through 8/31/09  	  	$800,000 
      	$___________ 	  	Yes 	  	No  
	    
      9/1/09 – 11/30/09 	  	$1,250,000 
      		  	  	  	  
	     12/1/09 and thereafter 	  	$1,750,000 
      		  	  	  	  
	  	  	  		  	  	  	  
	Minimum Debt Service Coverage  							
	     Through 7/31/09  	  	1.15:1.00  	____ : 1.00  	  	Yes 	  	No 
  
	     8/1/09 and
      thereafter  		1.25:1.00  					





	Comments Regarding Exceptions: See Attached.  	     	  BANK
      USE ONLY              
			 	 
	Sincerely,  	  	  Received by: 
    	 
                 	 	 	 	 
	  	  	  	  	AUTHORIZED
      SIGNER  	     	  	     	  
	  	  	 	 	  	  Date:  	  	  	  	  	  	  
	          	 SIGNATURE 	 	 	 	  	  	  	  	  	   
		 	 	 		  Verified:  		 	 	 		 
		 TITLE 	 	  	 	  	AUTHORIZED
      SIGNER  	 	 	  	  
		  	 	 		  Date:  		 				 
		 DATE 	 		 						 
	 		 	  	  Compliance Status 
    	  	  	  	Yes 
    	  	No 






-7-





EXHIBIT D 

LIBOR Addendum To Amended and
Restated Loan and Security Agreement


n
     This LIBOR Addendum to Amended and Restated Loan
and Security Agreement (this “Addendum”) is entered into as of December 31,
2008, by and between Comerica Bank (“Bank”) and LYRIS, INC., LYRIS TECHNOLOGIES
INC., and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and
collectively, “Borrowers”). This Addendum supplements the terms of the Amended
and Restated Loan and Security Agreement dated as of March 6, 2008, as may
subsequently be amended from time to time including by that certain First
Amendment to Amended and Restated Loan and Security Agreement dated as of July
30, 2008 and that certain Second Amendment to Amended and Restated Loan and
Security Agreement dated as of the date hereof (the “Agreement”). 

Definitions. As used in this Addendum, the following terms shall have the following
meanings. Initially capitalized terms used and not defined in this Addendum
shall have the meanings ascribed thereto in the Agreement. 

     "Advance"
means a borrowing requested by a Borrower and made by Bank under the Agreement,
including any refunding of an outstanding Advance as the same type of Advance or
the conversion of any such outstanding Advance to another type of Advance, and
shall include a LIBOR-based Advance, a Daily Adjusting LIBOR Rate Advance and
(subject to the terms of this Addendum) a Prime-based Advance. 

     "Applicable
Interest Rate" means the LIBOR-based Rate or the Daily Adjusting LIBOR Rate (as
selected by Parent from time to time or as otherwise determined) or the
Prime-based Rate, during any period when the Obligations is required to bear
interest at the Prime-based Rate in accordance with the terms and conditions of
this Addendum. 

     “Applicable
Margin” means a rate per annum based upon Borrowers’ most recently reported
Total Leverage Ratio in accordance with Section 6.7(c) of the Agreement as
follows: 


	Total
      Leverage Ratio 
  	Applicable
      Margin 
 
	Less
      than or equal to 1.00 to 1.00
   	4.25%
  
	Greater
      than 1.00 to 1.00 but less than or equal to
2.00 to
      1.00
   	4.50%


	Greater
      than 2.00 to 1.00
   	4.75%
  




     “Business
Day” means any day, other than a Saturday, Sunday or any other day designated as
a holiday under Federal or applicable State statute or regulation, on which Bank
is open for all or substantially all of its domestic and international business
(including dealings in foreign exchange) in
Detroit, Michigan and San Jose, California,
and, in respect of notices and determinations relating to LIBOR-based Advances,
Daily Adjusting LIBOR Rate Advances, the LIBOR-based Rate, LIBOR Periods, and
the Daily Adjusting LIBOR Rate, also a day on which dealings in dollar deposits
are also carried on in the London interbank market and on which banks are open
for business in London, England. 

     “Daily
Adjusting LIBOR Rate” means, for any day, a per annum interest rate which is
equal to the Applicable Margin, plus the quotient of the following:


(1) for any day, the per annum rate of
interest determined on the basis of the rate for deposits in United States
Dollars for a period equal to one (1) month appearing on Page BBAM of the
Bloomberg Financial Markets Information Service as of 8:00 a.m. (California
time) (or as soon thereafter as practical) on such day, or if such day is not a
Business Day, on the immediately preceding Business Day. In the event that such
rate does not appear on Page BBAM of the Bloomberg Financial Markets Information
Service (or otherwise on such Service) on any day, the “Daily Adjusting LIBOR
Rate” for such day shall be determined by reference to such other publicly
available service for displaying eurodollar rates as may be reasonably selected
by Bank, or in the absence of such other service, the “Daily Adjusting LIBOR
Rate” for such day shall, instead, be determined based upon the average of the
rates at which Bank is offered dollar deposits at or about 8:00 a.m. (California
time) (or as soon thereafter as practical), on such day, or if such day is not a
Business Day, on the immediately preceding Business Day, in the interbank
eurodollar market in an amount comparable to the principal amount of the
Obligations which is to bear interest at such Daily Adjusting LIBOR Rate and for
a period equal to one (1) month;

	divided by


-8-





(2) a percentage (expressed as a decimal)
equal to 1.00 minus the maximum rate on such day at which Bank is required to
maintain reserves on "Euro-currency Liabilities" as defined in and pursuant to
Regulation D of the Board of Governors of the Federal Reserve System or, if such
regulation or definition is modified, and as long as Bank is required to
maintain reserves against a category of liabilities which includes eurodollar
deposits or includes a category of assets which includes eurodollar loans, the
rate at which such reserves are required to be maintained on such category.


     “Daily Adjusting LIBOR Rate Advance”
means an Advance which bears interest at the Daily Adjusting LIBOR
Rate.

     "LIBOR-based Advance" means an
Advance which bears interest at the LIBOR-based Rate. 

     "LIBOR-based
Rate" means a per annum interest rate which is equal to the sum of the
Applicable Margin, plus the quotient of the following: 

(1) the LIBOR Rate; 

	divided by


(2) a percentage (expressed as a decimal)
equal to 1.00 minus the maximum rate during such LIBOR Period at which Bank is
required to maintain reserves on "Euro-currency Liabilities" as defined in and
pursuant to Regulation D of the Board of Governors of the Federal Reserve System
or, if such regulation or definition is modified, and as long as Bank is
required to maintain reserves against a category of liabilities which includes
eurodollar deposits or includes a category of assets which includes eurodollar
loans, the rate at which such reserves are required to be maintained on such
category. 

     “LIBOR
Lending Office” means Bank’s office located in the Cayman Islands, British West
Indies, or such other branch of Bank, domestic or foreign, as it may hereafter
designate as its LIBOR Lending Office by notice to Borrowers. 

     "LIBOR
Period" means, with respect to a LIBOR-based Advance, a period of one (1) month,
two (2) months, or three (3) months, as selected by Parent (and which period is
acceptable to Bank in its sole discretion), or as otherwise determined pursuant
to and in accordance with the terms of this Addendum, commencing on the day a
LIBOR-based Advance is made or the day an Advance is converted to a LIBOR-based
Advance or the day an outstanding LIBOR-based Advance is refunded or continued
as another LIBOR-based Advance for an applicable LIBOR Period, provided that any
LIBOR Period which would otherwise end on a day which is not a Business Day
shall be extended to the next succeeding Business Day, except that if the next
succeeding Business Day falls in another calendar month, the LIBOR Period shall
end on the next preceding Business Day, and when a LIBOR Period begins on a day
which has no numerically corresponding day in the calendar month during which
such LIBOR Period is to end, it shall end on the last Business Day of such
calendar month. In the event that any LIBOR-based Advance is at any time
refunded or continued as another LIBOR-based Advance for an additional LIBOR
Period, such LIBOR Period shall commence on the last day of the preceding LIBOR
Period then ending. 

     "LIBOR Rate"
means, with respect to any Obligations outstanding under the Agreement at the
LIBOR-based Rate, the per annum rate of interest determined on the basis of the
rate for deposits in United States Dollars for a period equal to the relevant
LIBOR Period for such Obligations, commencing on the first day of such LIBOR
Period, appearing on Page BBAM of the Bloomberg Financial Markets Information
Service as of 8:00 a.m. (California time) (or as soon thereafter as practical), two
(2) Business Days prior to the first day of such LIBOR Period. In the event that
such rate does not appear on Page BBAM of the Bloomberg Financial Markets
Information Service (or otherwise on such Service), the "LIBOR Rate" shall be
determined by reference to such other publicly available service for displaying
eurodollar rates as may be agreed upon by Bank and Borrowers, or, in the absence
of such agreement, the "LIBOR Rate" shall, instead, be the per annum rate equal
to the average of the rates at which Bank is offered dollar deposits at or about
8:00 a.m. (California time) (or as soon thereafter as practical), two (2) Business
Days prior to the first day of such LIBOR Period in the interbank eurodollar
market in an amount comparable to the principal amount of the respective
LIBOR-based Advance which is to bear interest at such LIBOR-based Rate and for a
period equal to the relevant LIBOR Period. 

-9-





     "Prime Rate"
means the per annum interest rate established by Bank as its prime rate for its
borrowers, as such rate may vary from time to time, which rate is not
necessarily the lowest rate on loans made by Bank at any such time. 

     "Prime-based Advance" means an
Advance which bears interest at the Prime-based Rate. 

     "Prime-based
Rate" means a per annum interest rate which is equal to the sum of the
Applicable Margin plus the greater of (i) the Prime Rate; or (ii) the rate of
interest equal to the sum of (a) one percent (1%), and (b) the rate of interest
equal to the average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers (the
“Overnight Rates”), as published by the Federal Reserve Bank of New York, or, if
the Overnight Rates are not so published for any day, the average of the
quotations for the Overnight Rates received by Bank from three (3) Federal funds
brokers of recognized standing selected by Bank, as the same may be changed from
time to time.

     “Request for
Advance” means a Request for Advance issued by Parent in the form of Exhibit “A”
attached hereto and incorporated herein by this reference. 

Interest Rate Options. Subject to the terms and conditions of this Addendum, each
of the Advances made under the Agreement shall bear interest at the LIBOR-based
Rate or the Daily Adjusting LIBOR Rate, as elected by Parent or as otherwise
determined under this Addendum, except during any period of time during which,
in accordance with the terms and conditions of this Addendum, the Obligations
under the Agreement shall bear interest at the Prime-based Rate.

Payment of Interest on
Advances. Accrued and unpaid interest on the
unpaid balance of each outstanding Advance shall be payable monthly, in arrears,
on the first Business Day of each month, until maturity (whether as stated
herein, by acceleration, or otherwise). Subject to the definition of "LIBOR
Period" hereunder, in the event that any payment under this Addendum becomes due
and payable on any day which is not a Business Day, the due date thereof shall
be extended to the next succeeding Business Day, and, to the extent applicable,
interest shall continue to accrue and be payable thereon during such extension
at the rates set forth in this Addendum. Interest accruing at the Daily
Adjusting LIBOR Rate and at the Prime-based Rate (to the extent applicable)
shall be computed on the basis of a year of 360 days, and shall be assessed for
the actual number of days elapsed, and in such computation, effect shall be
given to any change in the Applicable Interest Rate as a result of any change in
the Daily Adjusting LIBOR Rate or, to the extent applicable, the Prime-based
Rate, on the date of each such change. Interest accruing at the LIBOR-based Rate
shall be computed on the basis of a 360 day year and shall be assessed for the
actual number of days elapsed from the first day of the LIBOR Period applicable
thereto but not including the last day thereof.

Bank’s Records Re:
Advances. The amount and date of each
Advance, its Applicable Interest Rate, its LIBOR Period, if applicable, and the
amount and date of any repayment shall be noted on Bank's records, which records
shall be conclusive evidence thereof, absent manifest error; provided, however, any failure by
Bank to make any such notation, or any error in any such notation, shall not
relieve Borrowers of their obligations to repay Bank all amounts payable by
Borrowers to Bank under or pursuant to this Addendum and the Agreement, when due
in accordance with the terms hereof. For any LIBOR-based Advance or any Daily
Adjusting LIBOR Rate Advance, if Bank shall designate a LIBOR Lending Office
which maintains books separate from those of the rest of Bank, Bank shall have
the option of maintaining and carrying such Advance on the books of such LIBOR
Lending Office. 

Selection/Conversion of Interest Rate
Options. Parent may request an Advance
hereunder, including the refunding of an outstanding Advance as the same type of
Advance or the conversion of an outstanding Advance to another type of Advance,
upon the delivery to Bank of a Request for Advance executed by Parent, subject
to the following: (a) Bank shall not have made demand under the Agreement and no
Event of Default, or any condition or event which, with the giving of notice or
the running of time, or both, would constitute an Event of Default, shall have
occurred and be continuing or exist under the Agreement; (b) each such Request
for Advance shall set forth the information required on the Request for Advance
form attached hereto as Exhibit "A"; (c) each such Request for Advance shall be
delivered to Bank by 10:00 a.m. (California time) on the proposed date of the
requested Advance; (d) the principal amount of each LIBOR-based Advance shall be
at least One Hundred Thousand Dollars ($100,000.00); (e) the proposed date of
any refunding of any outstanding LIBOR-based Advance as another LIBOR-based
Advance or the conversion of any outstanding LIBOR-based Advance to another type
of Advance shall only be on the last day of the LIBOR Period applicable to such
outstanding LIBOR-based Advance; and (f) a Request for Advance, once delivered
to Bank, shall not be revocable by Parent. 

     Advances
hereunder may be requested in Parent's discretion by telephonic notice to Bank.
Any Advance requested by telephonic notice shall be confirmed by Parent that
same day by submission to Bank, either by first class mail, facsimile or other
means of delivery acceptable to Bank, of the written Request for Advance
aforementioned. Borrowers acknowledge that if Bank makes an Advance based on a
telephonic request, it shall be for Borrowers’ convenience and all risks
involved in the use of such procedure shall be borne by
Borrowers, and Borrowers expressly agree to indemnify and hold Bank harmless
therefor. Bank shall have no duty to confirm the authority of anyone requesting
an Advance by telephone. 

-10-





     If, as to
any outstanding LIBOR-based Advance, Bank shall not receive a timely Request for
Advance, or telephonic notice, in accordance with the foregoing requesting the
refunding or continuation of such Advance as another LIBOR-based Advance for a
specified LIBOR Period or the conversion of such Advance to a Daily Adjusting
LIBOR Rate Advance, effective as of the last day of the LIBOR Period applicable
to such outstanding LIBOR-based Advance, and as of the last day of each
succeeding LIBOR Period, the principal amount of such Advance which is not then
repaid shall be automatically refunded or continued as a LIBOR-based Advance
having a LIBOR Period equal to the same period of time as the LIBOR Period then
ending for such outstanding LIBOR-based Advance, unless Parent is/are not
entitled to request LIBOR-based Advances hereunder or otherwise elect the
LIBOR-based Rate as the Applicable Interest Rate for the principal Obligations
outstanding hereunder in accordance with the terms of this Addendum, or the
LIBOR-based Rate is not otherwise available to Borrowers as the Applicable
Interest Rate hereunder for the principal Obligations outstanding hereunder in
accordance with the terms of this Addendum, in which case, the Prime-based Rate
shall be the Applicable Interest Rate hereunder in respect of such Obligations
for such period, subject in all respects to the terms and conditions of the
Agreement. The foregoing shall not in any way whatsoever limit or otherwise
affect Bank’s right to make demand for payment of all or any part of the
Obligations at any time in Bank’s sole and absolute discretion or any of Bank’s
rights or remedies under the Agreement upon the occurrence of any Event of
Default thereunder, or any condition or event which, with the giving of notice
or the running of time, or both, would constitute an Event of Default.


Default Interest Rate. From and after the occurrence of any Event of Default, and
so long as any such Event of Default remains unremedied or uncured thereafter,
the Obligations outstanding under the Agreement shall bear interest at a per
annum rate of five percent (5%) above the otherwise Applicable Interest Rate,
which interest shall be payable upon demand. In addition to the foregoing, a
late payment charge equal to five percent (5%) of each late payment hereunder
may be charged on any payment not received by Bank within ten (10) calendar days
after the payment due date therefor, but acceptance of payment of any such
charge shall not constitute a waiver of any Event of Default under the
Agreement. In no event shall the interest payable under this Addendum and the
Agreement at any time exceed the maximum rate permitted by law. 

Prepayment. If a Borrower make(s) any payment of principal with respect to any
LIBOR-based Advance on any day other than the last day of the LIBOR Period
applicable thereto (whether voluntarily, by acceleration, required payment or
otherwise), or if a Borrower fail(s) to borrow any LIBOR-based Advance after
notice has been given by a Borrower (or any of them) to Bank in accordance with
the terms of this Addendum requesting such Advance, or if a Borrower fail(s) to
make any payment of principal or interest in respect of a LIBOR-based Advance
when due, Borrowers shall reimburse Bank, on demand, for any resulting loss,
cost or expense incurred by Bank as a result thereof, including, without
limitation, any such loss, cost or expense incurred in obtaining, liquidating,
employing or redeploying deposits from third parties, whether or not Bank shall
have funded or committed to fund such Advance. Such amount payable by Borrowers
to Bank may include, without limitation, an amount equal to the excess, if any,
of (a) the amount of interest which would have accrued on the amount so prepaid,
or not so borrowed, refunded or converted, for the period from the date of such
prepayment or of such failure to borrow, refund or convert, through the last day
of the relevant LIBOR Period, at the applicable rate of interest for said
Advance(s) provided under this Addendum, over (b) the amount of interest (as
reasonably determined by Bank) which would have accrued to Bank on such amount
by placing such amount on deposit for a comparable period with leading banks in
the interbank eurodollar market. Calculation of any amounts payable to Bank
under this paragraph shall be made as though Bank shall have actually funded or
committed to fund the relevant LIBOR-based Advance through the purchase of an
underlying deposit in an amount equal to the amount of such Advance and having a
maturity comparable to the relevant LIBOR Period; provided, however, that Bank
may fund any LIBOR-based Advance in any manner it deems fit and the foregoing
assumptions shall be utilized only for the purpose of the calculation of amounts
payable under this paragraph. Upon the written request of Parent, Bank shall
deliver to Borrowers a certificate setting forth the basis for determining such
losses, costs and expenses, which certificate shall be conclusively presumed
correct, absent manifest error. Borrowers may prepay all or part of the
outstanding balance of any Daily Adjusting LIBOR Rate Advance under this
Addendum or any Obligations which is bearing interest at the Prime-based Rate at
any such time without premium or penalty. Any prepayment hereunder shall also be
accompanied by the payment of all accrued and unpaid interest on the amount so
prepaid. Borrowers hereby acknowledge and agree that the foregoing shall not, in
any way whatsoever, limit, restrict, or otherwise affect Bank’s right to make
demand for payment of all or any part of the Obligations under the Agreement due
on a demand basis in Bank’s sole and absolute discretion, whether such
Obligations is bearing interest at the Daily Adjusting LIBOR Rate, the
LIBOR-based Rate or the Prime-based Rate at such time. 

-11-





     BY
INITIALING BELOW, EACH BORROWER ACKNOWLEDGE(S) AND AGREE(S) THAT: (A) THERE IS
NO RIGHT TO PREPAY ANY LIBOR-BASED RATE ADVANCE, IN WHOLE OR IN PART, WITHOUT
PAYING THE PREPAYMENT AMOUNT SET FORTH HEREIN (“PREPAYMENT AMOUNT”), EXCEPT AS
OTHERWISE REQUIRED UNDER APPLICABLE LAW; (B) EACH BORROWER SHALL BE
LIABLE FOR PAYMENT OF THE PREPAYMENT AMOUNT IF BANK EXERCISES ITS RIGHT TO
ACCELERATE PAYMENT OF ANY LIBOR-BASED RATE ADVANCE AS PART OR ALL OF THE
OBLIGATIONS OWING UNDER THE AGREEMENT, INCLUDING WITHOUT LIMITATION,
ACCELERATION UNDER A DUE-ON-SALE PROVISION; (C) EACH BORROWER WAIVES ANY RIGHTS
UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE OR ANY SUCCESSOR STATUTE; AND
(D) BANK HAS MADE EACH LIBOR-BASED RATE ADVANCE PURSUANT TO THE AGREEMENT IN
RELIANCE ON THESE AGREEMENTS. 


	  
	                                  
    


     EACH BORROWER’S INITIALS 

Regulatory Developments or Other
Circumstances Relating to the LIBOR-based Rate or the Daily Adjusting LIBOR
Rate. 

     If, at any
time, Bank determines that, (a) Bank is unable to determine or ascertain the
LIBOR-based Rate or the Daily Adjusting LIBOR Rate, or (b) by reason of
circumstances affecting the foreign exchange and interbank markets generally,
deposits in eurodollars in the applicable amounts or for the relative maturities
are not being offered to Bank for any applicable Advance or LIBOR Period, or (c)
the LIBOR-based Rate or the Daily Adjusting LIBOR Rate will not accurately or
fairly cover or reflect the cost to Bank of maintaining any of the Obligations
under this Addendum at the LIBOR-based Rate or the Daily Adjusting LIBOR Rate,
then Bank shall forthwith give notice thereof to Borrowers. Thereafter, until
Bank notifies Borrowers that such conditions or circumstances no longer exist,
the right of Parent to request a LIBOR-based Advance or a Daily Adjusting LIBOR
Rate Advance and to convert an Advance to or refund an Advance as a LIBOR-based
Advance or a Daily Adjusting LIBOR Rate Advance shall be suspended, and the
Prime-based Rate shall be the Applicable Interest Rate for all Obligations
during such period of time. 

     If, after
the date hereof, the introduction of, or any change in, any applicable law, rule
or regulation or in the interpretation or administration thereof by any
governmental authority charged with the interpretation or administration
thereof, or compliance by Bank (or its LIBOR Lending Office) with any request or
directive (whether or not having the force of law) of any such authority, shall
make it unlawful or impossible for Bank (or its LIBOR Lending Office) to make or
maintain any Advance with interest at the LIBOR-based Rate or the Daily
Adjusting LIBOR Rate, Bank shall forthwith give notice thereof to Borrowers.
Thereafter, (a) until Bank notifies Borrowers that such conditions or
circumstances no longer exist, the right of Parent to request a LIBOR-based
Advance or a Daily Adjusting LIBOR Rate Advance and to convert an Advance to or
refund an Advance as a LIBOR-based Advance or a Daily Adjusting LIBOR Rate
Advance shall be suspended, and thereafter, the Prime-based Rate shall be the
Applicable Interest Rate for all Obligations, and (b) if Bank may not lawfully
continue to maintain an outstanding LIBOR-based Advance to the end of the then
current LIBOR Period applicable thereto, the Prime-based Rate shall be the
Applicable Interest Rate for the remainder of such LIBOR Period with respect to
such outstanding Advance. 

     Further, at
any time upon prior written notice to Borrowers, Bank may, in its sole
discretion based upon its good faith belief that the Prime-based Rate is an
appropriate basis for its floating rate loans, suspend use of the Daily
Adjusting LIBOR Rate as an Applicable Interest Rate hereunder, at which time,
the Prime-based Rate shall thereafter replace the Daily Adjusting LIBOR Rate as
an Applicable Interest Rate for Obligations outstanding under the Agreement,
unless Bank, in its sole discretion based upon its good faith belief that the
Prime-based Rate is no longer an appropriate basis for its floating rate loans,
rescinds such notice, in which case, the Daily Adjusting LIBOR Rate shall, upon
written notice from Bank to Borrowers, again be an Applicable Interest Rate
hereunder and use of the Prime-based Rate as an Applicable Interest Rate for
Obligations outstanding under the Agreement shall be suspended. 

-12-





     If the
adoption after the date hereof, or any change after the date hereof in, any
applicable law, rule or regulation (whether domestic or foreign) of any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by Bank (or its LIBOR
Lending Office) with any request or directive (whether or not having the force
of law) made by any such authority, central bank or comparable agency after the
date hereof: (a) shall subject Bank (or its LIBOR Lending Office) to any tax,
duty or other charge with respect to this Addendum or any Obligations under the
Agreement, or shall change the basis of taxation of payments to Bank (or its
LIBOR Lending Office) of the principal of or interest under this Addendum or any
other amounts due under this Addendum in respect thereof (except for changes in
the rate of tax on the overall net income of Bank or its LIBOR Lending
Office imposed by the jurisdiction in which Bank's principal executive office or
LIBOR Lending Office is located); or (b) shall impose, modify or deem applicable
any reserve (including, without limitation, any imposed by the Board of
Governors of the Federal Reserve System), special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by
Bank (or its LIBOR Lending Office), or shall impose on Bank (or its LIBOR
Lending Office) or the foreign exchange and interbank markets any other
condition affecting this Addendum or the Obligations; and the result of any of
the foregoing is to increase the cost to Bank of maintaining any part of the
Obligations or to reduce the amount of any sum received or receivable by Bank
under this Addendum by an amount deemed by Bank to be material, then Borrowers
shall pay to Bank, within fifteen (15) days of a Borrower’s receipt of written
notice from Bank demanding such compensation, such additional amount or amounts
as will compensate Bank for such increased cost or reduction. A certificate of
Bank, prepared in good faith and in reasonable detail by Bank and submitted by
Bank to Borrowers, setting forth the basis for determining such additional
amount or amounts necessary to compensate Bank shall be conclusive and binding
for all purposes, absent manifest error. 

     In the event
that any applicable law, treaty, rule or regulation (whether domestic or
foreign) now or hereafter in effect and whether or not presently applicable to
Bank, or any interpretation or administration thereof by any governmental
authority charged with the interpretation or administration thereof, or
compliance by Bank with any guideline, request or directive of any such
authority (whether or not having the force of law), including any risk-based
capital guidelines, affects or would affect the amount of capital required or
expected to be maintained by Bank (or any corporation controlling Bank), and
Bank determines that the amount of such capital is increased by or based upon
the existence of any obligations of Bank hereunder or the maintaining of any
Obligations, and such increase has the effect of reducing the rate of return on
Bank's (or such controlling corporation's) capital as a consequence of such
obligations or the maintaining of such Obligations to a level below that which
Bank (or such controlling corporation) could have achieved but for such
circumstances (taking into consideration its policies with respect to capital
adequacy), then Borrowers shall pay to Bank, within fifteen (15) days of a
Borrower's receipt of written notice from Bank demanding such compensation,
additional amounts as are sufficient to compensate Bank (or such controlling
corporation) for any increase in the amount of capital and reduced rate of
return which Bank reasonably determines to be allocable to the existence of any
obligations of Bank hereunder or to maintaining any Obligations. A certificate
of Bank as to the amount of such compensation, prepared in good faith and in
reasonable detail by Bank and submitted by Bank to Borrowers, shall be
conclusive and binding for all purposes absent manifest error. 

Legal Effect. Except as specifically modified hereby, all of the terms and conditions
of the Agreement remain in full force and effect. 

Conflicts. As to the matters specifically the subject of this Addendum, in the
event of any conflict between this Addendum and the Agreement, the terms of this
Addendum shall control. 

-13-





n       IN
WITNESS WHEREOF, the parties have agreed to the foregoing as of the date first
set forth above. 


	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: 	/s/ Luis Rivera  
		 
	Title:  	Asst. Secretary  
	 
	   
	COMERICA BANK  
	 
	By: 	Philip Koblis  
		 
	Title:  	Senior Vice President  




-14-





EXHIBIT A 
REQUEST FOR
ADVANCE 

n      
Parent hereby requests COMERICA BANK (“Bank”) to make a
_______________________________ [LIBOR-based Rate or Daily Adjusting LIBOR-based
Rate] Advance to Borrowers on ___________________, in the amount of
____________________________________________________ Dollars
($_________________) under the Amended and Restated Loan and Security Agreement
dated as of March 6, 2008, as may subsequently be amended from time to time
including by that certain First Amendment to Amended and Restated Loan and
Security Agreement dated as of July 30, 2008 and that certain Second Amendment
to Amended and Restated Loan and Security Agreement dated as of December 31,
2008 entered into between Borrowers and Bank (the “Agreement”). Initially
capitalized terms used and not defined in this Addendum shall have the meanings
ascribed thereto in the Agreement. The LIBOR Period for the requested Advance,
if applicable, shall be _______________________________________. In the event
that any part of the Advance requested hereby constitutes the refunding or
conversion of an outstanding Advance, the amount to be refunded or converted is
____________________________________________________ Dollars
($_________________ ), and the last day of the LIBOR Period for the amounts
being converted or refunded hereunder, if applicable, is _____________.


n       Each Borrower represents,
warrants and certifies that no Event of Default, or any condition or event
which, with the giving of notice or the running of time, or both, would
constitute an Event of Default, has occurred and is continuing under the
Agreement, and none will exist upon the making of the Advance requested
hereunder. Each Borrower further certifies that upon advancing the sum requested
hereunder, the aggregate principal amount outstanding under the Agreement will
not exceed the face amount thereof. If the amount advanced to Borrowers under
the Agreement shall at any time exceed the face amount thereof, each Borrower
will immediately pay such excess amount, without any necessity of notice or
demand. 

n       Each Borrower hereby
authorizes Bank to disburse the proceeds of the Advance being requested by this
Request for Advance by crediting the account of Borrowers with Bank separately
designated by Borrowers or as Borrowers may otherwise direct, unless this
Request for Advance is being submitted for a conversion or refunding of all or
any part of any outstanding Advance(s), in which case, such proceeds shall be
deemed to be utilized, to the extent necessary, to refund or convert that
portion stated above of the existing outstandings under such Advance(s).


n       Capitalized terms used but
not otherwise defined herein shall have the respective meanings given to them in
the Agreement. 

n       Dated this ____ day of
____________________. 






	LYRIS,
      INC.  
	 	
	By: 	 
	 	
	Title:  	 
	   
	LYRIS
      TECHNOLOGIES INC.  
	 
	By: 	 
    
	 	
	Title:  	 
    
	 
	COMMODORE RESOURCES (NEVADA), INC.  
	 
	By: 	 
    
		 
	Title:  	 
    




 





EXHIBIT E 

BORROWING BASE CERTIFICATE 

	 	 
	Borrower: LYRIS,
      INC., for itself and on behalf of all Borrowers  	Lender: Comerica
      Bank  
	 	
	Commitment
      Amount: $4,000,000  	  
	 	 


	ACCOUNTS RECEIVABLE  	  	         	  
	1. 	          	Accounts
      Receivable Book Value as of ___ 	  		$___________      
	2. 		Additions
      (please explain on reverse)  	  		$___________  
	3. 		TOTAL ACCOUNTS
      RECEIVABLE  	  		$___________  
	  
	ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication) 
    	  		  
	4. 		Amounts over 90
      days due  	$___________  		  
	5. 	 	Balance of 25%
      over 90 day accounts  	$___________  		  
	6. 		Concentration
      Limits  	$___________  		  
	7. 		Foreign
      Accounts  	$___________  		 
	8. 		Governmental
      Accounts  	$___________  	 	  
	9. 		Contra
      Accounts  	$___________  		  
	10. 		Demo
      Accounts  	$___________  		  
	11. 		Intercompany/Employee Accounts  	$___________  		  
	12. 		Other (please
      explain on reverse)  	$___________  		  
	13. 		TOTAL ACCOUNTS
      RECEIVABLE DEDUCTIONS  	  		$___________  
	14. 		Eligible
      Accounts (#3 minus #13)  	  		$___________  
	15. 		LOAN VALUE OF
      ACCOUNTS (80% of #14)  	  		$___________  
	  
	BALANCES  	  		  
	16. 		Maximum Loan
      Amount  	  	 	$4,000,000  
	17. 		Total Funds
      Available [Lesser of #16 or #15]  	  		$___________  
	18. 		Present balance
      owing on Line of Credit  	  		$___________  
	19. 		Outstanding
      under Sublimits (e.g., Letters of Credit)  	  		$___________  
	20. 		RESERVE POSITION
      (#17 minus #18 and #19)  	  		$___________  



The undersigned represents and warrants
that the foregoing is true, complete and correct, and that the information
reflected in this Borrowing Base Certificate complies with the representations
and warranties set forth in the Loan and Security Agreement between the
undersigned and Comerica Bank. 


LYRIS, INC., for itself and on behalf
of all Borrowers 

	By: 
    	  
	  	          
      Authorized Signer  







	
      Corporation Resolutions and
      Incumbency Certification
Authority to Procure
  Loans



I certify that I am the duly elected
and qualified Secretary of LYRIS, INC.; that the following is a true and correct
copy of resolutions duly adopted by the Board of Directors of the Corporation in
accordance with its bylaws and applicable statutes.

Copy of Resolutions: 

Be it Resolved, That: 

	1.		Any one (1) of the
      following __________________________ (insert titles only) of the
      Corporation are/is authorized, for, on behalf of, and in the name of the
      Corporation to:
		      		      	
	 		(a)		Negotiate and procure loans,
      letters of credit and other credit or financial accommodations from
      Comerica Bank ("Bank"), a Texas banking association, including, without
      limitation, that certain Amended and Restated Loan and Security Agreement
      dated as of March 6, 2008, as may subsequently be amended from time to
      time including by that certain First Amendment to Amended and Restated
      Loan and Security Agreement dated as of July 30, 2008 and that certain
      Second Amendment to Amended and Restated Loan and Security Agreement dated
      as of December 31, 2008;
	 
	 		(b)		Discount with the Bank,
      commercial or other business paper belonging to the Corporation made or
      drawn by or upon third parties, without limit as to amount;
	 
	 		(c)		Purchase, sell, exchange, assign,
      endorse for transfer and/or deliver certificates and/or instruments
      representing stocks, bonds, evidences of Indebtedness or other securities
      owned by the Corporation, whether or not registered in the name of the
      Corporation;
	 
	 		(d)		Give security for any liabilities
      of the Corporation to the Bank by grant, security interest, assignment,
      lien, deed of trust or mortgage upon any real or personal property,
      tangible or intangible of the Corporation; and
	 
	 		(e)		Execute and deliver in form and
      content as may be required by the Bank any and all notes, evidences of
      Indebtedness, applications for letters of credit, guaranties,
      subordination agreements, loan and security agreements, financing
      statements, assignments, liens, deeds of trust, mortgages, trust receipts
      and other agreements, instruments or documents to carry out the purposes
      of these Resolutions, any or all of which may relate to all or to
      substantially all of the Corporation's property and assets.
	 
	2.		Said Bank be and it is
      authorized and directed to pay the proceeds of any such loans or discounts
      as directed by the persons so authorized to sign, whether so payable to
      the order of any of said persons in their individual capacities or not,
      and whether such proceeds are deposited to the individual credit of any of
      said persons or not;
	 
	3.		Any and all agreements,
      instruments and documents previously executed and acts and things
      previously done to carry out the purposes of these Resolutions are
      ratified, confirmed and approved as the act or acts of the
      Corporation.
	 
	4.		These Resolutions shall
      continue in force, and the Bank may consider the holders of said offices
      and their signatures to be and continue to be as set forth in a certified
      copy of these Resolutions delivered to the Bank, until notice to the
      contrary in writing is duly served on the Bank (such notice to have no
      effect on any action previously taken by the Bank in reliance on these
      Resolutions).







	5.		Any person, corporation or other
      legal entity dealing with the Bank may rely upon a certificate signed by
      an officer of the Bank to effect that these Resolutions and any agreement,
      instrument or document executed pursuant to them are still in full force
      and effect and binding upon the Corporation.
		      	
	6.		The Bank may consider the holders
      of the offices of the Corporation and their signatures, respectively, to
      be and continue to be as set forth in the Certificate of the Secretary of
      the Corporation until notice to the contrary in writing is duly served on
      the Bank.


I further certify that the above
Resolutions are in full force and effect as of the date of this Certificate;
that these Resolutions and any borrowings or financial accommodations under
these Resolutions have been properly noted in the corporate books and records,
and have not been rescinded, annulled, revoked or modified; that neither the
foregoing Resolutions nor any actions to be taken pursuant to them are or will
be in contravention of any provision of the articles of incorporation or bylaws
of the Corporation or of any agreement, indenture or other instrument to which
the Corporation is a party or by which it is bound; and that neither the
articles of incorporation nor bylaws of the Corporation nor any agreement,
indenture or other instrument to which the Corporation is a party or by which it
is bound require the vote or consent of shareholders of the Corporation to
authorize any act, matter or thing described in the foregoing
Resolutions.

I further certify that the following named
persons have been duly elected to the offices set opposite their respective
names, that they continue to hold these offices at the present time, and that
the signatures which appear below are the genuine, original signatures of each
respectively: 

(PLEASE SUPPLY GENUINE SIGNATURES OF
AUTHORIZED SIGNERS BELOW) 

	NAME (Type
      or Print)  	      	TITLE  	      	SIGNATURE  
	 		 		 
			 		
			 		
			 		
			 		
			 		



In Witness Whereof, I have affixed my name
as Secretary and have caused the corporate seal (where available) of said
Corporation to be affixed on December 31, 2008. 


	Secretary, LYRIS, INC. 
    


 

	
      The Above Statements are
      Correct.
		
	
       
	        	
      SIGNATURE OF OFFICER OR DIRECTOR OR,
      IF NONE. A SHAREHOLDER OTHER THAN SECRETARY
      WHEN SECRETARY IS AUTHORIZED TO SIGN
ALONE.





Failure to complete the above when the
Secretary is authorized to sign alone shall constitute a certification by the
Secretary that the Secretary is the sole Shareholder, Director and Officer of
the Corporation. 





	
      Corporation Resolutions and
      Incumbency Certification
Authority to Procure
  Loans



I certify that I am the duly elected
and qualified Secretary of LYRIS TECHNOLOGIES INC.; that the following is a true
and correct copy of resolutions duly adopted by the Board of Directors of the
Corporation in accordance with its bylaws and applicable statutes.

Copy of Resolutions: 

Be it Resolved, That: 

	1.		Any one (1) of the
      following __________________________ (insert titles only) of the
      Corporation are/is authorized, for, on behalf of, and in the name of the
      Corporation to:
		      		      	
	 		(a)		Negotiate and procure loans,
      letters of credit and other credit or financial accommodations from
      Comerica Bank ("Bank"), a Texas banking association, including, without
      limitation, that certain Amended and Restated Loan and Security Agreement
      dated as of March 6, 2008, as may subsequently be amended from time to
      time including by that certain First Amendment to Amended and Restated
      Loan and Security Agreement dated as of July 30, 2008 and that certain
      Second Amendment to Amended and Restated Loan and Security Agreement dated
      as of December 31, 2008;
	 
	 		(b)		Discount with the Bank,
      commercial or other business paper belonging to the Corporation made or
      drawn by or upon third parties, without limit as to amount;
	 
	 		(c)		Purchase, sell, exchange, assign,
      endorse for transfer and/or deliver certificates and/or instruments
      representing stocks, bonds, evidences of Indebtedness or other securities
      owned by the Corporation, whether or not registered in the name of the
      Corporation;
	 
	 		(d)		Give security for any liabilities
      of the Corporation to the Bank by grant, security interest, assignment,
      lien, deed of trust or mortgage upon any real or personal property,
      tangible or intangible of the Corporation; and
	 
	 		(e)		Execute and deliver in form and
      content as may be required by the Bank any and all notes, evidences of
      Indebtedness, applications for letters of credit, guaranties,
      subordination agreements, loan and security agreements, financing
      statements, assignments, liens, deeds of trust, mortgages, trust receipts
      and other agreements, instruments or documents to carry out the purposes
      of these Resolutions, any or all of which may relate to all or to
      substantially all of the Corporation's property and assets.
	 
	2.		Said Bank be and it is
      authorized and directed to pay the proceeds of any such loans or discounts
      as directed by the persons so authorized to sign, whether so payable to
      the order of any of said persons in their individual capacities or not,
      and whether such proceeds are deposited to the individual credit of any of
      said persons or not;
	 
	3.		Any and all agreements,
      instruments and documents previously executed and acts and things
      previously done to carry out the purposes of these Resolutions are
      ratified, confirmed and approved as the act or acts of the
      Corporation.
	 
	4.		These Resolutions shall
      continue in force, and the Bank may consider the holders of said offices
      and their signatures to be and continue to be as set forth in a certified
      copy of these Resolutions delivered to the Bank, until notice to the
      contrary in writing is duly served on the Bank (such notice to have no
      effect on any action previously taken by the Bank in reliance on these
      Resolutions).







	5.		Any person, corporation or other
      legal entity dealing with the Bank may rely upon a certificate signed by
      an officer of the Bank to effect that these Resolutions and any agreement,
      instrument or document executed pursuant to them are still in full force
      and effect and binding upon the Corporation.
		      	
	6.		The Bank may consider the holders
      of the offices of the Corporation and their signatures, respectively, to
      be and continue to be as set forth in the Certificate of the Secretary of
      the Corporation until notice to the contrary in writing is duly served on
      the Bank.


I further certify that the above
Resolutions are in full force and effect as of the date of this Certificate;
that these Resolutions and any borrowings or financial accommodations under
these Resolutions have been properly noted in the corporate books and records,
and have not been rescinded, annulled, revoked or modified; that neither the
foregoing Resolutions nor any actions to be taken pursuant to them are or will
be in contravention of any provision of the articles of incorporation or bylaws
of the Corporation or of any agreement, indenture or other instrument to which
the Corporation is a party or by which it is bound; and that neither the
articles of incorporation nor bylaws of the Corporation nor any agreement,
indenture or other instrument to which the Corporation is a party or by which it
is bound require the vote or consent of shareholders of the Corporation to
authorize any act, matter or thing described in the foregoing
Resolutions.

I further certify that the following named
persons have been duly elected to the offices set opposite their respective
names, that they continue to hold these offices at the present time, and that
the signatures which appear below are the genuine, original signatures of each
respectively: 

(PLEASE SUPPLY GENUINE SIGNATURES OF
AUTHORIZED SIGNERS BELOW) 

	NAME (Type
      or Print)  	      	TITLE  	      	SIGNATURE  
	 		 		 
			 		
			 		
			 		
			 		
			 		



In Witness Whereof, I have affixed my name
as Secretary and have caused the corporate seal (where available) of said
Corporation to be affixed on December 31, 2008. 


	Secretary, LYRIS TECHNOLOGIES
      INC.  


 

	
      The Above Statements are
      Correct.
		
	
       
	        	
      SIGNATURE OF OFFICER OR DIRECTOR OR,
      IF NONE. A SHAREHOLDER OTHER THAN SECRETARY
      WHEN SECRETARY IS AUTHORIZED TO SIGN
ALONE.





Failure to complete the above when the
Secretary is authorized to sign alone shall constitute a certification by the
Secretary that the Secretary is the sole Shareholder, Director and Officer of
the Corporation. 





	
      Corporation Resolutions and
      Incumbency Certification
Authority to Procure
  Loans



I certify that I am the duly elected
and qualified Secretary of COMMODORE RESOURCES (NEVADA), INC.; that the
following is a true and correct copy of resolutions duly adopted by the Board of
Directors of the Corporation in accordance with its bylaws and applicable
statutes.

Copy of Resolutions: 

Be it Resolved, That: 

	1.		Any one (1) of the
      following __________________________ (insert titles only) of the
      Corporation are/is authorized, for, on behalf of, and in the name of the
      Corporation to:
		      		      	
	 		(a)		Negotiate and procure loans,
      letters of credit and other credit or financial accommodations from
      Comerica Bank ("Bank"), a Texas banking association, including, without
      limitation, that certain Amended and Restated Loan and Security Agreement
      dated as of March 6, 2008, as may subsequently be amended from time to
      time including by that certain First Amendment to Amended and Restated
      Loan and Security Agreement dated as of July 30, 2008 and that certain
      Second Amendment to Amended and Restated Loan and Security Agreement dated
      as of December 31, 2008.
	 
	 		(b)		Discount with the Bank,
      commercial or other business paper belonging to the Corporation made or
      drawn by or upon third parties, without limit as to amount;
	 
	 		(c)		Purchase, sell, exchange, assign,
      endorse for transfer and/or deliver certificates and/or instruments
      representing stocks, bonds, evidences of Indebtedness or other securities
      owned by the Corporation, whether or not registered in the name of the
      Corporation;
	 
	 		(d)		Give security for any liabilities
      of the Corporation to the Bank by grant, security interest, assignment,
      lien, deed of trust or mortgage upon any real or personal property,
      tangible or intangible of the Corporation; and
	 
	 		(e)		Execute and deliver in form and
      content as may be required by the Bank any and all notes, evidences of
      Indebtedness, applications for letters of credit, guaranties,
      subordination agreements, loan and security agreements, financing
      statements, assignments, liens, deeds of trust, mortgages, trust receipts
      and other agreements, instruments or documents to carry out the purposes
      of these Resolutions, any or all of which may relate to all or to
      substantially all of the Corporation's property and assets.
	 
	2.		Said Bank be and it is
      authorized and directed to pay the proceeds of any such loans or discounts
      as directed by the persons so authorized to sign, whether so payable to
      the order of any of said persons in their individual capacities or not,
      and whether such proceeds are deposited to the individual credit of any of
      said persons or not;
	 
	3.		Any and all agreements,
      instruments and documents previously executed and acts and things
      previously done to carry out the purposes of these Resolutions are
      ratified, confirmed and approved as the act or acts of the
      Corporation.
	 
	4.		These Resolutions shall
      continue in force, and the Bank may consider the holders of said offices
      and their signatures to be and continue to be as set forth in a certified
      copy of these Resolutions delivered to the Bank, until notice to the
      contrary in writing is duly served on the Bank (such notice to have no
      effect on any action previously taken by the Bank in reliance on these
      Resolutions).







	5.		Any person, corporation or other
      legal entity dealing with the Bank may rely upon a certificate signed by
      an officer of the Bank to effect that these Resolutions and any agreement,
      instrument or document executed pursuant to them are still in full force
      and effect and binding upon the Corporation.
		      	
	6.		The Bank may consider the holders
      of the offices of the Corporation and their signatures, respectively, to
      be and continue to be as set forth in the Certificate of the Secretary of
      the Corporation until notice to the contrary in writing is duly served on
      the Bank.


I further certify that the above
Resolutions are in full force and effect as of the date of this Certificate;
that these Resolutions and any borrowings or financial accommodations under
these Resolutions have been properly noted in the corporate books and records,
and have not been rescinded, annulled, revoked or modified; that neither the
foregoing Resolutions nor any actions to be taken pursuant to them are or will
be in contravention of any provision of the articles of incorporation or bylaws
of the Corporation or of any agreement, indenture or other instrument to which
the Corporation is a party or by which it is bound; and that neither the
articles of incorporation nor bylaws of the Corporation nor any agreement,
indenture or other instrument to which the Corporation is a party or by which it
is bound require the vote or consent of shareholders of the Corporation to
authorize any act, matter or thing described in the foregoing
Resolutions.

I further certify that the following named
persons have been duly elected to the offices set opposite their respective
names, that they continue to hold these offices at the present time, and that
the signatures which appear below are the genuine, original signatures of each
respectively: 

(PLEASE SUPPLY GENUINE SIGNATURES OF
AUTHORIZED SIGNERS BELOW) 

	NAME (Type
      or Print)  	      	TITLE  	      	SIGNATURE  
	 		 		 
			 		
			 		
			 		
			 		
			 		



In Witness Whereof, I have affixed my name
as Secretary and have caused the corporate seal (where available) of said
Corporation to be affixed on December 31, 2008. 


	Secretary, COMMODORE RESOURCES
      (NEVADA), INC.  


 

	
      The Above Statements are
      Correct.
		
	
       
	        	
      SIGNATURE OF OFFICER OR DIRECTOR OR,
      IF NONE. A SHAREHOLDER OTHER THAN SECRETARY
      WHEN SECRETARY IS AUTHORIZED TO SIGN
ALONE.





Failure to complete the above when the
Secretary is authorized to sign alone shall constitute a certification by the
Secretary that the Secretary is the sole Shareholder, Director and Officer of
the Corporation.