Exhibit
10.(j)


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT
AGREEMENT (the “Agreement”) is made and entered into as of May 6,2005,
by and between Lyris Technologies, Inc., a Delaware corporation (together with
its successors and assigns permitted hereunder, the “Company”), and Rob
Wilson (“Employee”).


RECITALS


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


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


WHEREAS, Employee
and the Company desire to set forth herein the terms of employment for
Employee, which employment shall be effective as of the closing of the
transactions contemplated by the Stock Purchase Agreement (the “Effective
Date”).


NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements contained
herein, the sufficiency of which is hereby acknowledged, the parties agree as
follows:


AGREEMENTS:


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


2.             Terms
of Employment.


(a)           Position and Duties.


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













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


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


(b)           Compensation.


(i)            Base Salary.
During the Employment Period, Employee shall receive an annual base salary per
calendar year of One Hundred Fifty Five Thousand dollars ($155,000) (“Annual
Base Salary”), which shall be paid in accordance with the customary payroll
practices 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 and
adjust Employee’s Annual Base Salary. The term Annual Base Salary as utilized
in this Agreement shall refer to Annual Base Salary as so adjusted.


(ii)           Incentive, Savings
and Retirement Plans. During the Employment Period, Employee shall be
entitled to participate in all incentive, savings and retirement plans,
practices, policies and programs of the Company applicable generally to other
employees 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 benefit
plans, practices, policies and programs (“Welfare Plans”) provided by
the 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 plans
and programs) to the extent applicable generally to other employees of the Company.


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


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



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3.             Termination
of Employment.


(a)           Death or Disability.
Employee’s employment shall terminate automatically upon Employee’s death
during the Employment Period. If the Disability of Employee has occurred during
the Employment Period (pursuant to the definition of Disability set forth
below), the Company may give to Employee written notice i n accordance with Section
11(b) of its intention to terminate Employee’s employment. In such event,
Employee’s employment with the Company shall terminate effective on the 30th
day after receipt of such notice by Employee (the “Disability Effective Date”),
provided that, within 30 days after such receipt, Employee shall not
have returned to full-time performance of Employee’s duties. For purposes of
this Agreement, “Disability” shall mean Employee’s inability to perform
his duties and obligations hereunder for a period of 180 consecutive days due
to mental or physical incapacity as determined by a physician selected by the
Company or its insurers and acceptable to Employee or Employee’s legal
representative (such agreement as to acceptability not to be withheld
unreasonably).


(b)           Termination by the
Company for Cause. The Company may terminate the Employee’s employment
during the Employment Period for Cause. For purposes of this Agreement, “Cause”
shall mean: (i) the failure of Employee to perform his obligations and duties
hereunder to the satisfaction of the Company, which failure is not remedied
within 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 Section
6, Section 7 or Section 9, which in either case is not
remedied within 15 days after receipt of written notice from the Board or the
Company; (iv) the conviction of Employee of any felony (or a plea of nolo
contendere thereto) or any crime involving moral turpitude; or (v) the
failure of Employee to carry out, or comply with, in any material respect any
directive of the Board consistent with the terms of this Agreement, which is
not remedied within 15 days after receipt of written notice from the Board or
the Company. Any written notice from the Board or the Company pursuant to this Section
3(b) shall specifically identify the failure that it deems to constitute
Cause.


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


(d)           Termination by the
Employee. Employee’s employment may be terminated during the Employment
Period 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 his
intent to terminate his employment for Good Reason, which notice shall specify
the facts and circumstances constituting Good Reason, and (ii) such facts and
circumstances constituting Good Reason have not been remedied within such 30
day period. For purposes of this Agreement, “Good Reason” shall mean any
material 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 terminated
for any reason other than Employee’s death, the termination date set forth in
the written notice to the effect given by Employee to the Company or by the
Company to Employee, as the case may be (taking into account any notice or cure
period required hereunder), and (ii) if Employee’s employment is terminated by
reason of death or Disability, the date of death of Employee or the Disability
Effective Date, as the case may be.


4.             Obligations
of the Company Upon Termination.


(a)           Termination Because
of Death or Disability. If Employee’s employment is terminated by reason of
Employee’s death or Disability during the Employment Period, the Company shall
pay 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) (and
the Company shall have no further obligations hereunder with respect to
Employee):


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


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


(iii)          Any compensation
previously deferred by Employee (together with any accrued interest and
earnings thereon);


(iv)          Any unreimbursed
business expenses;


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


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


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


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


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



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(iii)          Any compensation
previously deferred by Employee (together with any accrued interest and
earnings thereon);


(iv)          Any unreimbursed
business expenses;


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


(vi)          Any Accrued Welfare
Benefits, which amounts shall be payable in accordance with the terms and
conditions of such Welfare Plans, and any amounts owed as a result of accrued
vacation, which amounts shall be payable in accordance with the policies of the
Company.


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


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


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


(iii)          Any compensation
previously deferred by Employee (together with any accrued interest and
earnings thereon);


(iv)          Any unreimbursed
business expenses;


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


(vi)          Any Accrued Welfare
Benefits, which amounts shall be payable in accordance with the terms and
conditions of such Welfare Plans, and any amounts owed as a result of accrued
vacation, which amounts shall be payable in accordance with the policies of the
Company; and


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


5.             Full
Settlement.  Neither Employee nor
the Company shall be liable to the other party for any damages in addition to
the amounts payable under Section 4 arising out of the termination of
Employee’s employment prior to the end of the Employment Period; provided,
however, that the Company shall be entitled to seek damages for any
breach of Section 6, Section 7, or Section 9 or for
Employee’s criminal misconduct.



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6.             Confidential
Information.


(a)           Employee acknowledges
that the Company and its affiliates have trade, business and financial secrets
and other confidential and proprietary information (collectively, the “Confidential
Information”) and that during the course of Employee’s employment with the
Company he has received, shall receive or shall contribute to the Confidential
Information. Confidential Information includes technical information, processes
and compilations of information, records, specifications and information
concerning assets, and information regarding methods of doing business. As
defined herein, Confidential Information shall not include (i) information that
is publicly and generally known to other persons or entities who can obtain
economic value from its disclosure or use; provided that, such
information has not been made publicly and generally known by Employee in
violation of this Agreement or, to the knowledge of Employee, by others in
violation of comparable agreements, and (ii) information required to be
disclosed by Employee pursuant to a subpoena or court order, or pursuant to a
requirement of a governmental agency or law of the United States of America or
a state thereof or any governmental or political subdivision thereof; provided,
however, that Employee shall take all reasonable steps to prohibit disclosure
pursuant to clause (ii) above.


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


(c)           Employee further agrees
not to use any Confidential Information for the benefit of any person or entity
other than the Company.


7.             Intellectual
Property Rights: Surrender of Materials Upon Termination.


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



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During and subsequent to
Employee’s employment, upon the request and at the expense of the Company or
its nominee and for no additional personal remuneration, Employee agrees to
execute any instrument that the Company considers necessary to secure or
maintain for the benefit of the Company adequate patent, copyright, trademark
and other property rights in the United States and all foreign countries with
respect to any Intellectual Property. Employee also agrees to assist the
Company as required to draft said instruments and to obtain and enforce such
rights. Employee agrees to promptly disclose to the Company any Intellectual
Property when conceived or made by Employee, in whole or in part, and to make
and maintain adequate and current records thereof.


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


8.             Successors.


(a)           This Agreement is
personal to Employee and without the prior written consent of the Company shall
not be assignable by Employee otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable
by Employee’s legal representatives.


(b)           This Agreement shall
inure to the benefit of and be binding upon the Company and its successors and
assigns. Employee agrees that the Company may assign this Agreement to any
directly or indirectly owned subsidiary or affiliate of the Company, in which
event “Company” as used in this Agreement shall thereafter mean such
subsidiary or affiliate (except where reference is made to benefit plans that
are maintained by the Company, in which event the Company shall remain
obligated with respect thereto under this Agreement), and in connection with
such assignment, such subsidiary shall expressly assume this Agreement and the
Company shall be released therefrom except to the extent referenced above.


(c)           The Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to
perform 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 and
any successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or otherwise.


9.             Non-Competition:
Non-Solicitation.


(a)           During his employment
by the Company, including the Employment Period, Employee shall have access to
and become acquainted with Confidential Information of the Company as described
in Section 6. Employee acknowledges and agrees that his use of
Confidential Information in the conduct of business on behalf of a competitor
of the Company would constitute unfair competition with the Company and would
adversely affect the business goodwill of the Company. Accordingly, as a
material inducement to the Company to enter into this Agreement; to protect the
Company’s Confidential Information that may be disclosed or entrusted to
Employee (the disclosure of which by Employee in violation of this Agreement
would adversely affect the business goodwill of the Company), the business
goodwill of the Company that may be developed in Employee and the business
opportunities that may be disclosed or entrusted to Employee by the Company; in
consideration for the compensation and other benefits payable hereunder to
Employee, for the benefits to Employee of having access to Confidential
Information during the Employment Period (the disclosure of which by Employee
in violation of this Agreement would adversely affect the business goodwill, of
the Company); and for other good and valuable consideration, Employee hereby
covenants and agrees that, during the Term of Non-Competition, Employee shall
not, 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 or
provision of Competing Services to, a Competing Business operating in the
Geographic Area;


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


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


(iv)          induce or attempt to
induce any customer, client, supplier, service provider, or other business
relation of the Company or its affiliates in the Geographic Area to cease doing
business with such parties, or in any way interfere with the relationship
between such parties and any such person.


Notwithstanding
the foregoing, the Company agrees that Employee may own less than five percent
of the outstanding voting securities of any publicly traded company that is a
Competing Business so long as Employee does not otherwise participate in such
competing business in any way prohibited by this Section 9.



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


(c)           As used in this
Agreement:


(i)            “Competing Business”
means any service or product of any person or organization other than the
Company or its affiliates in existence or then under development, that competes
or could potentially compete, directly or indirectly, with any service or
product of the Company or its affiliates. Competing Business includes, but is
not limited to, any enterprise engaged in the development or marketing of
software and services for e-mail marketing and publishing, e-mail filtering and
spam 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 of
Non-Competition” means the period of time beginning on the date hereof and
continuing until (A) if this Agreement is terminated during the Employment
Period by either the Company for Cause or Employee without Good Reason, two
years after the Date of Termination, (B) if this Agreement is terminated during
the Employment Period by either the Company without Cause or Employee for Good
Reason, one year after the Date of Termination, or (C) if the Employment Period
expires by reason of a Non-Renewal Notice, one year after the last day of the
Employment Period.


(d)           If any court or
arbitrator determines that any portion of this Section 9 is invalid or
unenforceable, the remainder of this Section 9 shall not thereby be
affected and shall be given full effect without regard to the invalid or
unenforceable provisions. If any court or arbitrator construes any of the
provisions of this Section 9 to be invalid or unenforceable because of
the duration or scope of such provision, such court or arbitrator shall be
required to reduce the duration or scope of such provision, to the minimum
extent necessary so as to be enforceable, and to enforce such provision as so
reduced.



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


11.          Miscellaneous.


(a)           Construction.
This Agreement shall be governed by and construed in accordance with the laws
of 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 shall
have no force or effect. Whenever the terms “hereof”, “hereby”, “herein”, or
words of similar import are used in this Agreement they shall be construed as
referring to this Agreement in its entirety rather than to a particular section
or provision, unless the context specifically indicates to the contrary. Any
reference to a particular “Section” or “paragraph” shall be construed as
referring to the indicated section or paragraph of this Agreement unless the
context indicates to the contrary. The use of the term “including” herein shall
be construed as meaning “including without limitation.” This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.


(b)           Notices. All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail, return
receipt 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 address
as either party shall have furnished to the other in writing in accordance
herewith. Notice and communications shall be effective when actually received
by the addressee.


(c)           Severability. If
any provision of this Agreement is held to be illegal, invalid or unenforceable
under present or future laws effective during the term of this Agreement, such
provision shall be fully severable; this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a portion of this Agreement; and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by
the illegal, invalid or unenforceable provision or by its



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


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


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


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


(g)           Entire Agreement.
The provisions of this Agreement constitute the complete understanding and
agreement between the parties with respect to the subject matter hereof, and
supersede 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 other
promises, terms, conditions or representations (oral or written) regarding any
matter relevant hereto.


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


(i)            Arbitration.


(i)            In the event any
dispute or controversy arises under this Agreement and is not resolved by
mutual written agreement between Employee and the Company within 30 days after
notice of the dispute is first given, then Employee and the Company will
mutually select an arbitrator and submit such dispute or controversy to
arbitration by such arbitrator; provided, however, if the Company
and Employee have not mutually selected an arbitrator within 90 days after
notice of the dispute is first given, or if Employee and the Company decide at
any earlier date not to mutually select an arbitrator, then, upon the written
request of Employee or the Company, such dispute or controversy shall be
submitted to arbitration by an arbitrator to be selected by the American
Arbitration Association (“AAA”). The arbitration will be conducted in
accordance with the Rules for Resolution of Employment Disputes of the AAA. Judgment
may be entered thereon and the results of the arbitration will be binding and
conclusive on the parties hereto. Any arbitrator’s award or finding or any
judgment



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or verdict thereon will
be final and unappealable. All parties agree that venue for arbitration will be
in Alameda County, California, or such other place as may be agreed upon in
writing at the time by the parties and that any arbitration commenced in any
other venue will be transferred to Alameda County, California, upon the written
request of any party to this Agreement. All arbitrations will have one
individual acting as arbitrator. Any arbitrator selected will not be
affiliated, associated or related to either Employee of the Company in any
matter whatsoever. The decision of the arbitrator will be binding on all
parties. The prevailing party in the arbitration (as determined by the
arbitrator) shall be reimbursed, by the other party, its reasonable attorneys
fees, costs and other expenses pertaining to any such arbitration and
enforcement.


(ii)           THE ARBITRATOR SHALL
HAVE NO AUTHORITY TO AWARD PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES (WHETHER IT
BE EXEMPLARY DAMAGES, TREBLE DAMAGES, OR ANY OTHER PENALTY OR PUNITIVE TYPE OF
DAMAGES). REGARDLESS OF WHETHER SUCH DAMAGES MAY BE AVAILABLE UNDER DELAWARE
LAW, EMPLOYEE AND THE COMPANY EACH HEREBY WAIVE THE RIGHT, IF ANY, TO RECOVER
PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIMS.  EMPLOYEE AND THE COMPANY ACKNOWLEDGE THAT BY
SIGNING THIS AGREEMENT EMPLOYEE AND THE COMPANY ARE WAIVING ANY RIGHT THAT
EMPLOYEE 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 the
termination of Employee’s employment.


(k)           Amendments.  This Agreement may not be amended or modified
at any time except by a written instrument executed by the Company and
Employee.


(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)          Employee
Acknowledgment.  Employee
acknowledges that he has read and understands this Agreement, is fully aware of
its legal effect, has not acted in reliance upon any representations or
promises made by the Company other than those contained in writing herein, and
has entered into this Agreement freely based on his own judgment.


[SIGNATURE PAGE FOLLOWS]



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IN WITNESS
WHEREOF, Employee has hereunto set Employee’s hand and the Company has caused
this Agreement to be executed in its name on its behalf, all as of the day and
year first above written.


	
  

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Rob Wilson

  	
   

  
	
   

  	
   

  	
  Rob Wilson

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LYRIS TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Luis Rivera

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Luis Rivera

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President