1.txt EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 31st day of January, 2005, by and between DYADIC INTERNATIONAL, INC., a Delaware corporation (the

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and entered

into as of the 31st day of January, 2005, by and between DYADIC INTERNATIONAL,

INC., a Delaware corporation (the "Company"), and WAYNE MOOR (the "Executive").

The Company and the Executive are sometimes hereinafter collectively referred to

as the "parties" and individually as a "party," provided that as applicable, any

reference to the Company shall mean the Company, its Subsidiaries and\or their

Affiliates, as the case may be. Certain capitalized terms used in this Agreement

are defined in Article VII hereof.

A. The Company wishes to employ the Executive, and the Executive wishes

to be employed by the Company, as the Company's Chief Financial Officer and a

Vice President of the Company. As a condition of, and as consideration for, that

employment, the Company requires that this Agreement be entered into pursuant to

which the Executive is hereby knowingly and intentionally furnishing the Company

with, among other things, the suite of proprietary covenants of the Executive in

favor of the Company set forth in Article IV hereof, including by way of

illustration, and not in limitation, the Executive's covenant not to compete

with the businesses of the Company, its Subsidiaries and their Affiliates.

B. The Company maintains the "Dyadic International, Inc. 2001 Equity

Compensation Plan" (as the same may be amended, restated or otherwise modified,

the "Equity Compensation Plan") pursuant to which the Company is authorized to

grant stock options to purchase shares of Common Stock of the Company ("Shares")

to employees, officers, directors, consultants and advisors of the Company and

C. Apart from the Company's employment as consideration to the

Executive for his execution of this Agreement, as additional consideration

therefor, and to incentivize and reward his effort, loyalty and commitment to

the Company, concurrent therewith the Company has granted to the Executive a

certain stock option (the "Option") to purchase Shares under and pursuant to the

terms of the Equity Compensation Plan and a Stock Option Agreement in the form

of Exhibit A attached hereto and by this reference made a part hereof (the

"Stock Option Agreement").

D. The Executive expressly acknowledges that as a member of the

Company's management, he is one of the persons charged with primary

responsibility for the implementation of the Company's business plans, and that

he will have regular access to various confidential and/or proprietary

information relating to the Company, its Subsidiaries, their Affiliates and

their businesses. Further, the Executive expressly acknowledges that the suite

of proprietary covenants of the Executive in favor of the Company set forth in

Article IV hereof which the Executive is knowingly and intentionally furnishing

to the Company, including by way of illustration, and not in limitation, the

Executive's covenant not to engage in competition with the Company, its

Subsidiaries, their Affiliates and their businesses, are (i) being made both in

consideration of the Company's employment of the Executive and in consideration

of the Company's grant of the Option to the Executive and (ii) necessary to

protect the legitimate business interests of the Company, its Subsidiaries and

Affiliates and their respective businesses.

NOW, THEREFORE, in consideration of the foregoing recitals, and the

mutual agreements herein contained and other good and valuable consideration,

the receipt and sufficiency of which are hereby mutually acknowledged, the

parties hereby agree as follows:

EMPLOYMENT RELATIONSHIP

1.1 Recitals. The Recitals to this Agreement are hereby incorporated

herein and made a part hereof.

1.2 Employment. Subject to the terms and conditions of this Agreement,

the Company hereby agrees to employ the Executive to serve as a vice president

and as the chief financial officer of the Company, with the titles of Vice

President and Chief Financial Officer, and the Executive hereby accepts such

employment, and agrees to perform his duties and responsibilities to the best of

his abilities in a diligent, trustworthy, businesslike and efficient manner, and

in compliance with the Dyadic International, Inc. Code of Business Conduct and

Ethics, a copy of which appears on the Company's website.

1.3 Duties; Reporting Authority. Subject to the provisions of this

Section 1.3, the Executive shall have full authority over the Company's

financial, financial reporting and accounting functions and such other duties as

may be delegated to him from time to time by the Chief Executive Officer, by the

Board or by the Audit Committee of the Board (the "Audit Committee"). In

connection with the Executive's performance of his duties he shall report to the

Chief Executive Officer or such other Person or Persons as he, the Board or the

Audit Committee may designate from time to time.

1.4 Exclusive Employment. While he is employed by the Company

hereunder, the Executive covenants to the Company that he will devote his entire

business time, energy, attention and skill to the Company, its Subsidiaries and

their Affiliates (except for permitted vacation periods and reasonable periods

of illness or other incapacity), and use his good faith best efforts to promote

the interests of the Company, its Subsidiaries and their Affiliates. The

foregoing shall not be construed as prohibiting the Executive from spending such

time as may be reasonably necessary to attend to his personal affairs and

investments so long as such activities do not conflict or interfere with the

Executive's obligations and\or timely performance of his duties to the Company,

its Subsidiaries and their Affiliates hereunder.

1.5 Executive Representations. The Executive hereby represents and

warrants to the Company that:

(a) the execution, delivery and performance by the Executive

of this Agreement and any other agreements contemplated hereby to which

the Executive is a party do not and shall not conflict with, breach,

violate or cause a default under any contract, agreement, instrument,

order, judgment or decree to which the Executive is a party or by which

(b) the Executive is not a party to or bound by any employment

agreement, non-competition agreement or confidentiality agreement with

any other Person (or if a party to such an agreement, the Executive has

disclosed the material terms thereof to the Compensation Committee

prior to the execution hereof and promptly after the date hereof shall

deliver a copy of such agreement to the Compensation Committee); and

(c) upon the execution and delivery of this Agreement by the

Company, this Agreement shall be the valid and binding obligation of

the Executive, enforceable in accordance with its terms.

The Executive hereby acknowledges and represents that he has consulted with

independent legal counsel regarding his rights and obligations under this

Agreement and that he fully understands the terms and conditions contained

1.6 Company Representations. The Company hereby represents and warrants