EXHIBIT 10.16

EXECUTION VERSION

INDEMNIFICATION AND ESCROW AGREEMENT

THIS INDEMNIFICATION AND ESCROW AGREEMENT (this "Agreement") is made and entered into as of this 28th day of September, 2004 by and among CCP Worldwide, Inc., a Delaware corporation ("Parent"), Dyadic International, Inc., a Florida corporation (the "Company"), Mark Tompkins ("Tompkins"), Vitel Ventures ("Vitel," and together with Tompkins referred to individually as a "Stockholder" and collectively as "Stockholders"), and Jenkens & Gilchrist, a Professional Corporation, as escrow agent (the "Escrow Agent").

RECITALS

A. CCP Acquisition Corp, a Florida corporation and wholly-owned subsidiary of Parent (the "Acquisition"), Parent and the ----------- Company have entered into an Agreement of Merger and Plan of Reorganization, dated as of September 28, 2004 (the "Merger Agreement"), whereby Acquisition will be merged with and into the Company (the "Merger").

B. If the Merger is consummated, Stockholder will receive substantial benefits and value.

C. Stockholders intend to indemnify and hold harmless, on a non-recourse basis, Parent, the Company and their respective officers, directors, and employees and each person, if any, who controls such persons within the meaning of the Securities Act and the Exchange Act against certain Indemnified Losses (as hereinafter defined).

D. Vitel desires to escrow, or cause to be escrowed, with an escrow agent 225,000 shares of Parent Common Stock, which are shares that are to be issued to Vitel pursuant to the Merger in respect to Vitel's shares of common stock in the Company, to secure Stockholders' obligations to indemnify the Indemnified Parties (as hereinafter defined) against the Indemnified Losses.

E. As an accommodation to the other parties, and notwithstanding the fact that the Escrow Agent is legal counsel to the Company, the other parties have requested that the Escrow Agent also serve in the capacity of an escrow agent in the performance of this Agreement.

F. By execution of this Agreement, the parties hereto desire to set forth more specifically their rights and obligations with respect to the indemnification and escrow obligations of Stockholders to the Indemnified Parties.

G. Section 6.18 of the Merger Agreement requires Stockholders to execute and deliver this Agreement to Parent and the Company.

NOW, THEREFORE, in consideration of the foregoing Recitals (which are hereby incorporated into and made a part of this Agreement) and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

1. Defined Terms. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given them in the Merger Agreement, a copy of which is attached hereto as Exhibit A.

2. Regulatory Indemnification Provisions. Stockholders, jointly and severally, agree on a non-recourse basis (a) to indemnify and hold harmless Parent, the Company and their respective officers, directors and employees, and each person, if any, who controls such person within the meaning of the Securities Act and the Exchange Act (collectively, the "Indemnified Parties"), against any loss, claim, damage, liability or expense and/or actions in respect thereof (collectively, the "Regulatory Indemnified Losses") arising from, relating to or incurred under the Securities Act, the Exchange Act, any SEC rule, other federal or state statutory law or regulation, the rules and regulations of any self-regulatory organization (including without limitation, the National Association of Securities Dealers or NASDAQ) or common law (collectively, the "Applicable Laws") (including in settlement of any litigation, investigation or administrative proceeding, if such settlement is effected with the written consent of Stockholder, which consent shall not be unreasonably withheld or delayed), insofar as such Regulatory Indemnified Losses arise out of or are based upon any failure of Parent to have complied on or before the Merger Effective Time with any of the Applicable Laws, including, without limitation: (i) the failure of any registration, information or proxy statement, report or other document filed by Parent with the SEC or any state securities regulatory authority (each a "Filed Document") to be timely filed or otherwise conform in all material respects to the requirements of the Applicable Laws; or (ii) the inclusion in any Filed Document of any untrue statement of material fact or the omission from any Filed Document of any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; and
(b) to reimburse the Indemnified Parties for any legal and other expense incurred by the Indemnified Parties in connection with investigating, defending, settling, compromising or paying any such Regulatory Indemnified Loss. Without limitation, the amount of any such Regulatory Indemnified Loss shall include Parent's expenses, including its legal and accounting fees, incurred with respect to (i) any amendment of any Filed Document, including responding to SEC comments or the comments of any state securities regulatory authority related to any Filed Documents, and\or (ii) the performance of any additional services relating to the preparation of and\or amendment of any registration, information or proxy statement, report or other document filed by Parent with the Commission, any state securities regulatory authority, and/or NASDAQ following the Merger Effective Time, including without limitation, Parent's registration statement under the Exchange Act and its reports on Form 8-K reporting the Merger, the Merger Agreement and related transactions, made necessary or advisable as a result of deficiencies in the Filed Documents or any other failure of Parent to have complied with Applicable Laws prior to the Merger Effective Time. For avoidance of any doubt, no additional services referred to in the immediately preceding sentence shall be deemed to have been performed with respect to the preparation of Parent's reports on Form 8-K reporting the Merger, the Merger Agreement and related transactions in the absence of any deficiencies in the Filed Documents or any other failure of Parent to have complied with Applicable Laws prior to the Merger Effective Time.

3. Breaches of Agreements by Parent and Affiliates. Stockholders, jointly and severally, agree on a nonrecourse basis (a) to indemnify and hold harmless the Indemnified Parties against any loss, claim, damage, liability or expense and/or actions in respect thereof (collectively, the "Agreement

Indemnified Losses") arising from, relating to or incurred as a result of (i) any breach by Parent on or before the Merger Effective Time of any representation, warranty or covenant of Parent contained in the Merger Agreement or (ii) any breach by David R. Allison ("Allison") or Custom Craft Packaging, Inc., a North Carolina corporation ("Custom Craft"), of any of their respective representations, warranties or covenants contained in that certain Split-Off Agreement dated as of September 28, 2004 (the "Split-Off Agreement"), between Parent, the Company, Custom Craft and Allison; and (b) to reimburse the Indemnified Parties for any legal and other expense incurred by the Indemnified Parties in connection with investigating, defending, settling, compromising or paying any such Agreement Indemnified Loss. Stockholders acknowledge that the representations, warranties and covenants of Parent contained in the Merger Agreement survive beyond the Merger Effective Time, as provided in Section 8 of the Merger Agreement.

4. Additional Indemnification Provisions. Stockholders, jointly and severally, shall also (a) indemnify and hold harmless the Indemnified Parties against any loss, claim, damage, liability or expense and/or actions in respect thereof (collectively, the "Additional Indemnification Losses") (including in settlement of any litigation, investigation or administrative proceeding, if such settlement is effected with the written consent of Stockholder, which consent shall not be unreasonably withheld or delayed) insofar as such Additional Indemnification Losses arise out of, relate to or are based upon (i) any liability or obligation of Parent for any federal, state or local taxes as a result of the Split-Off, (ii) the failure of Parent to have more than three hundred (300) round lot holders (as computed in accordance with the rules of the NASDAQ Stock Market), without counting the stockholders and investors in the Company existing as of the date of this Agreement, by the ninetieth (90th) Business Day following the Merger Effective Time, or (iii) any violations of federal or state securities laws attributable to any past or future purchases or sales by either of Stockholders of Parent Common Stock, or any derivative securities thereof; and (b) reimburse the Indemnified Parties for any legal and other expense incurred by the Indemnified Parties in connection with investigating, defending, settling, compromising or paying any such Additional Indemnified Loss.

5. Escrow Deposit. Simultaneously with the execution of this Agreement, Vitel has deposited, or cause to be deposited, --------------- with the Escrow Agent 225,000 shares of Parent Common Stock (or 225,000 shares of the Company's common stock to be exchanged for Parent Common Stock as a result of the Merger) (the "Escrow Shares"), which will be available to satisfy any amounts owed to any of the Indemnified Parties with respect to Regulatory Indemnified Losses, Agreement Indemnified Losses and/or Additional Indemnified Losses (collectively, the "Indemnified Losses"). Vitel shall endorse over the certificates representing the Escrow Shares to the Escrow Agent, and Vitel, Parent and Escrow Agent shall cause the Escrow Shares to be registered in Escrow Agent's name under the style "Jenkens & Gilchrist, a Professional Corporation," as Escrow Agent" with Parent's transfer agent and registrar for the Parent Common Stock. The Escrow Agent shall take physical possession of certificates representing the Escrow Shares registered in its name as aforesaid and hold such certificates representing the Escrow Shares in an "Escrow Account" subject to and in accordance with this Agreement. If Vitel deposits Company Common Stock instead of Parent Common Stock, Vitel will cooperate to effect the exchange of each Company Common Stock for Parent Common Stock in accordance with the terms of the Merger.

6. Administration of Escrow Account. The Escrow Agent shall administer the Escrow Account and Escrow Shares as follows:

(a) If an Indemnified Party has incurred or suffered an Indemnified Loss for which, based on its good faith belief, such Person is entitled to be indemnified by the Stockholders pursuant to the terms of this Agreement (the "Claim"), it may request the release of some or all of the Escrow Shares by giving written notice of its Claim in accordance with the provisions of Section 12 hereof (the "Claim Notice") to the Escrow Agent and the other parties hereto prior to or on the Termination Date (as hereinafter defined), describing in such notice the amount of the claimed Indemnified Losses and a reasonable description of the basis for such Claim; provided, however, that a Claim Notice shall be deemed to be sufficient and properly made even if at the time of the giving of the Claim Notice the amount of the Claim has not been determined, is not known or can only be described in general terms so long as the Claim Notice so states and in such event, the Claim shall be deemed to be an Open Claim (as hereinafter defined) and the Escrow Agent shall reserve all Escrow Shares remaining in the Escrow Account (plus all dividends received on the Escrow Shares, which shall constitute part of the Escrow Account), which shall be deemed a Claim Reserve (as hereinafter defined) until a subsequent Claim Notice relating to the original Claim Notice that contains a specific amount is delivered to the Escrow Agent and at that time Stockholders may make a written objection to such Claim pursuant to Section 6(c) hereof. The one (1) year anniversary of the consummation of the Merger shall be referred to herein as the "Termination Date."

(b) If the Escrow Agent has not received written objection to a Claim by an Indemnified Party from Stockholders within thirty (30) days after delivery to the Escrow Agent and Stockholders of the Claim Notice with respect to such Claim from such Indemnified Party, the Claim stated in such notice shall be conclusively deemed to be approved by Stockholders, and the Escrow Agent shall on the second (2nd) banking day thereafter issue to the applicable Indemnified Party the number of Escrow Shares from the Escrow Account having a Value (as hereinafter defined) equal to the amount of the Claim.

(c) If within such thirty (30) days the Escrow Agent shall have received from Stockholders a written objection to any Claim or any portion of a Claim made by an Indemnified Party, reasonably specifying the nature of and grounds for such objection (a copy of which shall in each case be sent to such Indemnified Party in accordance with the provisions of Section 12 below), then such Claim or such portion of the Claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve within the Escrow Account the number of Escrow Shares having a Value equal to the amount of the Open Claim (which amount for each Open Claim is referred to herein as a "Claim Reserve"). Any portion of the Claim that Stockholders have not specifically objected to pursuant to this subsection shall be deemed to be approved by Stockholders, and the Escrow Agent shall on the second (2nd) banking day after expiration of such thirty (30) day period release to such Indemnified Parties from the Escrow Account the number of Escrow Shares having a Value equal to the portion of the Claim not objected to pursuant to this Section. Notwithstanding the foregoing, Stockholders may object to a Claim or a portion of a Claim pursuant to this Section 6 only based upon a good faith belief that all or any portion of the Claim does not constitute Indemnified Losses for which such Indemnified Parties are entitled to indemnification under this Agreement or that the amount of any Claim is overstated.

(d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account to such Indemnified Parties only in accordance and consistent with (i) a joint written instruction by such Indemnified Parties and Stockholders (a "Joint Instruction") or (ii) a final non-appealable order of a court of competent jurisdiction (a "Final Determination"). The Escrow Agent shall act on a Joint Instruction or a Final Determination without further question. Any portion of an Open Claim not payable to the Indemnified Parties shall be no longer subject to the Claim Reserve and shall remain part of the Escrow Account.

(e) For purposes of this Agreement, the "Value" of each of the Escrow Shares shall be $3.33 per share.

(f) In connection with the performance of this Agreement each of the parties expressly acknowledges and agrees that the Escrow Agent is not providing legal services in connection with its escrow services rendered under this Agreement but that, for other matters, Escrow Agent is legal counsel to the Company, and following the consummation of the Merger, will be legal counsel to Parent, and therefore agrees that in no event shall the mere fact that the Escrow Agent is serving as the escrow agent hereunder give rise to any conflict of interest or other grounds by which the Company, or subsequent to the Merger, the Parent, shall be deprived of the benefit of the Escrow Agent's legal counsel, provided that if there shall arise any dispute between any of the parties hereto in connection with the performance of this Agreement, the Escrow Agent shall resign its position as Escrow Agent hereunder in favor of a new escrow agent mutually agreed to by the other parties hereto.

7. Deliveries from Escrow. The Escrow Agent shall hold the Escrow Shares in escrow in accordance with this Agreement and shall make deliveries of Escrow Shares only as follows:

(a) Deliveries shall be made to an Indemnified Party for Claims made by such Indemnified Party under this Agreement with respect to the Escrow Account when, and to the extent, authorized under Section 6 above.

(b) Promptly after the six (6) month anniversary of the consummation of the Merger (the "6-Month Anniversary"), the Escrow Agent shall deliver to Vitel 75,075 of the Escrow Shares then held in the Escrow Account; provided, however, if the aggregate amounts of any and all Claim Reserves as of the 6-Month Anniversary exceed $500,000, the number of Escrow Shares to be delivered under this paragraph (b) by the Escrow Agent to Vitel shall be reduced by the number equal to (i) the excess of the aggregate amounts of any and all Claim Reserves as the 6-Month Anniversary over $500,000 divided by (ii) $3.33.

(c) Promptly after the Termination Date, the Escrow Agent shall deliver to Vitel all of the remaining Escrow Shares then held in the Escrow Account less the number of Escrow Shares having a Value equal to the aggregate amounts of any and all Claim Reserves as of the Termination Date. After the Termination Date, the number of Escrow Shares constituting the Claim Reserve for each Open Claim shall be delivered by the Escrow Agent from the Escrow Account to an Indemnified Party or Vitel upon a Joint Instruction or a Final Determination with respect to such Open Claim.

(d) Notwithstanding any other provision of this Agreement, all deliveries made to an Indemnified Party or Vitel under this Agreement shall be made to the primary address for notices for that Person set forth in Section 12 hereof, unless the Escrow Agent receives other written delivery instructions from such Person.

(e) All deliveries to any Person under this Agreement of Escrow Shares shall be effected by transfers from the Escrow Agent of registered ownership of the required number of Escrow Shares using stock powers and physical delivery and reissuance of certificates representing the Escrow Shares to be delivered by the Escrow Agent with the assistance of the transfer agent and registrar for the Parent Common Stock. Parent shall cooperate, and shall instruct its transfer agent and registrar to cooperate, in any efforts by the Escrow Agent to effect a delivery of Escrow Shares through a transfer of registration of certificates representing such Escrow Shares in favor of any Person.

(f) This Agreement shall terminate when the entire Escrow Account has been delivered in accordance with this Section 7.

8. Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Account and to perform in accordance with the terms and provisions of this Agreement. The parties hereto agree that the Escrow Agent does not assume any responsibility for the failure of any of the parties hereto to perform in accordance with the Merger Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent's rights, duties, liabilities and immunities:

(a) The Escrow Agent shall be protected in acting upon any written notice, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Escrow Agent to inquire into such corporation's, fiduciary's or individual's authority. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Agreement in a representative capacity.

(b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness or willful misconduct.

(c) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. The reasonable costs of such counsel's services shall be paid to the Escrow Agent in accordance with Section 11 below.

(d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound by the Merger Agreement or any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, until received by an officer in its Corporate Trust Department in writing.

(e) The Escrow Agent reserves the right to resign at any time by giving thirty (30) days written notice of resignation, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, the parties to this Agreement, other than the Escrow Agent, agree to appoint a successor Escrow Agent to which the Escrow Agent may distribute the property then held hereunder, less the Escrow Agent's fees, costs and expenses. If a successor Escrow Agent has not been appointed and has not accepted such appointment by the end of the 30-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent, and the costs, expenses and reasonable attorneys' fees which are incurred in connection with such a proceeding shall be paid by the parties to this Agreement.

(f) Upon delivery of all of the Escrow Account pursuant to the terms of Section 6 or 7 above or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and all final arbitration awards and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience.

(g) In the event that any escrow property shall be attached, garnished, or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement, or any part thereof, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order, judgment or decree, it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding that such writ, order, judgment or decree is subsequently reversed, modified, annulled, set aside or vacated.

(h) If the Escrow Agent becomes involved in litigation on account of this Agreement, it shall have the right to retain counsel and shall have a first lien on the property deposited hereunder for any and all costs, attorneys' fees, charges, disbursements, and expenses in connection with such litigation; and shall be entitled to reimburse itself therefor out of the property deposited hereunder, and if it shall be unable to reimburse itself from the property deposited hereunder, both parties agree to pay to the Escrow Agent on demand its reasonable charges, counsel and attorneys' fees, disbursements and

expenses in connection with such litigation in accordance with the terms of
Section 11 below. Notwithstanding the foregoing sentence, the Escrow Agent shall not be entitled to take from the property deposited hereunder nor be entitled to receive moneys from the parties in the event such litigation finally determines that the Escrow Agent acted with gross negligence, recklessness or willful misconduct.

(i) In the event that conflicting demands are made upon the Escrow Agent for any situation not addressed in this Agreement, the Escrow Agent may withhold performance of the terms of this Agreement until such time as said conflicting demands shall have been withdrawn or the rights of the respective parties shall have been settled by court adjudication, arbitration, joint order or otherwise.

(j) Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor Escrow Agent hereunder and vested with all of the title to the whole property or trust estate and all of the trusts, powers, immunities, privileges, protections and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

9. Indemnification. Stockholders, Parent and the Company, jointly and severally, hereby agree to indemnify the Escrow Agent for and to hold it harmless against any loss, liability or expense incurred without gross negligence, recklessness or willful misconduct on the part of the Escrow Agent arising out of or in connection with its performance under this Agreement. The indemnification provided for under this Section 9 shall be allocated and paid in the same manner as fees, costs and expenses under Section 11 below and shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

10. Banking Days. If any date on which the Escrow Agent is required to make a delivery pursuant to the provisions hereof is not a day on which the Escrow Agent is open for business, then the Escrow Agent shall make such delivery on the next succeeding business day.

11. Escrow Costs. Parent and Stockholders shall each pay one-half of the reasonable fees and expenses (including reasonable attorneys' fees) of the Escrow Agent for the services to be rendered by the Escrow Agent pursuant to this Agreement. The Escrow Agent may deduct the fees and expenses allocated to each of the parties hereto from any cash amounts to be paid to such party from the Escrow Account. The Escrow Agent agrees to serve as Escrow Agent in accordance with the fee schedule attached as Exhibit B hereto. The Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets of the Escrow Account, with respect to its unpaid fees, nonreimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities. The Escrow Agent shall be entitled and is hereby granted the right to set off and deduct any unpaid fees, nonreimbursed expenses and/or unsatisfied indemnification rights from property on deposit in the Escrow Account.

12. Notices. All notices, instructions, demands, consents, approvals and other communications to be given or delivered under or by reasons of the provisions of this Agreement shall be in writing and shall be deemed to have been given when personally delivered or received by certified mail, return receipt requested, or guaranteed overnight courier service. Notices, instructions, demands, consents, approvals and other communications to the parties will be sent to the addresses indicated below:

Notices to the Stockholders:

Vitel Ventures
Mark Tompkins
802 Grand Pavilion, 1st Floor
P.O. Box 30543 SMB
Grand Cayman
Cayman Islands, BWI

With a copy to:

Gottbetter & Partners 488 Madison Avenue, 12th Floor New York, New York 10022 Attention: Adam S. Gottbetter, Esq.

Notices to Company:

Dyadic International, Inc.
140 Intracoastal Pointe Dr., Suite 404
Jupiter, Florida 33477-5094
Attention: Mr. Mark Emalfarb, CEO

With a copy to:

Jenkens & Gilchrist, P.C.

225 West Washington, Suite 2600
Chicago, Illinois 60606
Attention: Robert I. Schwimmer, Esq.

Notice to Parent:

(prior to completion of the Merger)

CCP Worldwide, Inc.
6040A Six Forks Road, Suite 179
Raleigh, North Carolina 27609

(after completion of the Merger)

Dyadic International, Inc.
140 Intracoastal Pointe Dr., Suite 404
Jupiter, Florida 33477-5094
Attention: Mr. Mark Emalfarb, CEO

With a copy to:

(prior to the completion of the Merger)

Gottbetter & Partners
488 Madison Avenue, 12th Floor
New York, New York 10022
Attention: Adam S. Gottbetter, Esq.

(after completion of the Merger)

Jenkens & Gilchrist, P.C.
225 West Washington, Suite 2600
Chicago, Illinois 60606
Attention: Robert I. Schwimmer, Esq.

Notices to Escrow Agent:

Jenkens & Gilcrhist
225 West Washington, Suite 2600
Chicago, Illinois 60606
Attention: Robert I. Schwimmer, Esq.

Each of the parties may, by notice given as aforesaid, change its address for all subsequent notices.

13. Reports of Escrow Agent. On or before the tenth (10th) business day following each March 31, June 30, September 30 and December 31 during the term hereof, the Escrow Agent shall deliver account statements to Parent and Stockholders with respect to the Escrow Account for the prior fiscal quarter, which statements shall include such information as the number of Escrow Shares held by the Escrow Agent, any Open Claims and Claim Reserves and any Escrow Shares delivered during the fiscal quarter.

14. Entire Agreement; Amendment. This Agreement contains the entire understanding of the parties hereto with respect to the transactions contemplated hereby, and this Agreement may be amended, modified, supplemented or altered only by a writing duly executed by the Escrow Agent, Parent, the Company and Stockholders.

15. Assigns and Assignment. This Agreement shall extend to, shall insure to the benefit of and shall be binding upon all of the parties hereto and upon all of their respective successors and permitted assigns. This Agreement shall not, however, be assignable or transferable, in whole or in part, by Stockholders, except upon the express prior written consent of Parent, the Company and the Escrow Agent. No assignment of the interest of any of the parties hereto shall be binding on the Escrow Agent unless and until written evidence of assignment in form satisfactory to the Escrow Agent shall be filed with and accepted by the Escrow Agent.

16. Taxation of Interest Earned on Investment of Escrow Account. Vitel hereby acknowledges that, for federal and state income tax purposes, any dividends received on the Escrow Shares shall be income of Vitel reportable on its individual tax returns whether or not the dividends were distributed by the Escrow Agent during any particular year. Vitel shall provide the Escrow Agent with a Form W-9 or W-8, as applicable. The Escrow Agent shall report to the Internal Revenue Service all dividends received on the Escrow Shares against Vitel, as and to the extent required by law. Any tax returns required to be prepared and filed will be prepared and filed by Vitel with the Internal Revenue Service, and Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return with respect to any dividends received on the Escrow Shares. Any taxes payable with respect to any dividends received on the Escrow Shares shall be paid by Vitel, and the Escrow Agent shall have no obligation to pay any taxes or estimated taxes.

17. Interpretation. The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning hereof. As used herein, a reference to "he" or "his" or like masculine form shall be deemed to also be a reference to the relevant feminine and indefinite forms. As used herein, a "Person" shall be deemed to be a reference to an individual, partnership, corporation, unincorporated association, trust, governmental agency (or division thereof) or any other legal entity.

18. No Waiver. Except as otherwise set forth in this Agreement, no failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any right of further exercise or the exercise of any other right, power or privilege.

19. Severability. The parties agree that (a) the provisions of this Agreement shall be severable in the event that for any reason whatsoever the provisions hereof were invalid, void or otherwise unenforceable, (b) such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable and (c) the remaining provisions shall remain enforceable to the fullest extent permitted by law.

20. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

21. Counterparts. This Agreement may be executed by the parties hereto, in two or more counterparts, each of which shall be an original and all of which shall together constitute one and the same agreement.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

CCP WORLDWIDE, INC.,
a Delaware corporation

By: /s/ David R. Allison
   -----------------------------
Name: David R. Allison
Its: President & CEO

DYADIC INTERNATIONAL, INC.,
a Florida corporation

By: /s/ Mark Emalfarb
   -----------------------------
Name: Mark Emalfarb
Its: President



/s/ Mark Tompkins
--------------------------------
Mark Tompkins

VITEL VENTURES

By: /s/ Mark Tompkins
   -----------------------------
Name:
Its:

Jenkens & Gilchrist, a Professional Corporation

By: /s/ Robert I. Schwimmer
   -----------------------------
Name: Robert I. Schwimmer
Its: President

Acceptance Fee:                  $          0.00

Annual Fee:                      $          None while  Jenkens &  Gilchrist,  a
                                            Professional Corporation, is serving
                                            as Escrow Agent

The Acceptance Fee and the Annual Fee are billed in advance and payable prior to that year's service. These fees cover a full year, or any part thereof, and thus are not prorated in the year of termination.

Any out-of-pocket expenses, or extraordinary fees or expenses such as attorney fees or messenger costs, are additional and are not included in the above schedule.

FORM OF SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT ("Subscription Agreement") made as of this __ day of __________________, 2004, by and among CCP Worldwide, Inc., a Delaware corporation (the "Company"), Dyadic International, Inc., a Florida corporation and upon the Closing Date (as defined below) a wholly owned subsidiary of the Company ("Dyadic") and the undersigned (the "Subscriber").

WHEREAS, the Company and Dyadic are parties to a certain Agreement of Merger and Plan of Reorganization dated as of September 28, 2004 (the "Merger Agreement"), pursuant to which a newly organized, wholly owned subsidiary of the Company will merge with and into Dyadic, Dyadic will become a wholly owned subsidiary of the Company, and the existing Dyadic stockholders will obtain majority ownership and control of the Company (the "Merger"). Immediately after the effective time of the Merger (the "Closing Date"), the Company will change its name to Dyadic International, Inc. and will assume, through Dyadic, its business and operations.

WHEREAS, to facilitate the Merger, and as a condition to the closing of the Merger, the Company intends to issue, in a private placement transaction (the "Offering") pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"), its Units (the "Units") consisting of (i) one
(1) share of the Company's common stock, par value $0.001 per share ("Common Stock"), and (ii) one (1) five (5) year callable warrant for every two (2) Units purchased hereunder, each warrant to purchase one (1) share of the Company's Common Stock at an initial exercise price of $5.50 per share (the "Warrants" and the Common Stock issuable upon the exercise of the Warrants the "Warrant Shares"), on the terms and conditions hereinafter set forth, and the Subscriber desires to acquire that number of Units set forth on the signature page hereof.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1. Subscription Procedure

1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price of $3.33 per Unit (the "Purchase Price"). The Company agrees to sell such Units to the Subscriber for the Purchase Price.

1.2 The subscription period will begin as of October 1, 2004 and will terminate (if the Closing Date has not earlier occurred) at 5 PM Eastern Standard Time on November 5, 2004, unless extended by the Company, Dyadic and the Placement Agents (as defined below) for up to an additional 90 days (the "Termination Date"). The Units will be offered on a "best efforts" basis as more particularly set forth in the Confidential Offering Memorandum dated October, 2004 and any supplements thereto (the "Offering Memorandum"). The minimum dollar amount of Units that may be purchased by the Subscriber is $25,000 unless Dyadic and the Company waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions, as further described in the Offering Memorandum, one or more of which conditions may not occur.

1.3 Placement of Units will be made by [redacted names of Placement Agents] (collectively, the "Placement Agents"), which will receive certain compensation therefor as provided in that certain Engagement Agreement, dated June 15 2004, between the Placement Agents and Dyadic and which is more fully described in the Offering Memorandum.

1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and among the Placement Agents, the Company, and McGuireWoods LLP as escrow agent (the "Escrow Agreement") and shall be paid over to the Company at the closing of the purchase of the Units in the Offering (the "Closing") to occur on the Closing Date.

1.5 The certificates for the Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than fifteen (15) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire.

1.6 The Purchase Price for the Units purchased hereunder shall be paid by certified check, payable to McGuireWoods LLP, as escrow agent, or by wire transfer to McGuireWoods LLP pursuant to the following instructions:

BANK OF AMERICA - Jacksonville, FL ABA: 026009593 (Domestic Wires) Swift Code: BOFAUS3N (International Wires) Credit: McGuireWoods LLP IOLTA Account Account Number: [redacted account number] Reference: (Louis W. Zehil / 2041649-0002)
[redacted name of Placement Agent]-Dyadic Subscription Escrow

1.7 The Company and Dyadic may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor any Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

2. Representations and Covenants of Subscriber

2.1 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company will need additional capital but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iii) an investor may not be able to liquidate his investment; (iv) transferability of the securities comprising the Units is extremely limited; and (v) an investor could sustain the loss of his entire investment, as well as other risk factors, as more fully set forth herein and in the Offering Memorandum.

2.2 The Subscriber represents that he is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Act, as indicated by his responses to the Investor Questionnaire, the form of which is attached hereto as Exhibit A, and that he or it is able to bear the economic risk of an investment in the Units. The Subscriber must complete the Investor Questionnaire to enable the Company and Dyadic to access the Subscriber's eligibility for the Offering.

2.3 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities, or he has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company or Dyadic both to him and to all other prospective investors in the Units and to evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly speculative nature of this investment.

2.4 The Subscriber acknowledges receipt and careful review of the Offering Memorandum, this Subscription Agreement, the Common Stock Purchase Warrant and the attachments hereto and thereto (collectively, the "Offering Documents") and hereby represents that he has been furnished or given access by the Company or Dyadic during the course of this Offering with or to all information regarding the Company and Dyadic and their respective financial conditions and results of operations which he had requested or desired to know; that all documents which could be reasonably provided have been made available for his inspection and review; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized representatives of the Company and Dyadic concerning the terms and conditions of the Offering, and any additional information which he had requested.

2.5 The Subscriber acknowledges that this Offering of Units may involve tax consequences, and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units.

2.6 The Subscriber acknowledges that this Offering of Units has not been reviewed or approved by the United States Securities and Exchange Commission ("SEC") because the Offering is intended to be a nonpublic offering pursuant to
Section 4(2) of the Act. The Subscriber represents that the Units are being purchased for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell or otherwise transfer any of the securities comprising the Units unless they are registered under the Act or unless an exemption from such registration is available and, upon the Company's request, the Company receives an opinion of counsel reasonably satisfactory to the Company confirming that an exemption from such registration is available for such sale or transfer.

2.7 The Subscriber understands that the Units have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon his investment intention. The Subscriber realizes that, in the view of the SEC, a purchase now with an intent to distribute would represent a purchase with an intent inconsistent with his representation to the Company, and the SEC might regard such a distribution as a deferred sale to which such exemption is not available.

2.8 The Subscriber understands that Rule 144 (the "Rule") promulgated under the Act requires, among other conditions, a one year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering, such as the Offering, without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or its dissemination to the public of any current financial or other information concerning the Company, as is required by Rule 144 as one of the conditions of its availability. The Subscriber consents that the Company may, if it desires, permit the transfer of the Common Stock included in the Units or issuable upon the exercise of the Warrants out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state "blue sky" laws (collectively, "Securities Laws"). The Subscriber agrees to hold the Company, Dyadic and their respective directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or in the Investor Questionnaire or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws.

2.9 The Subscriber consents to the placement of one or more legends on any certificate or other document evidencing his Units and the Common Stock or Warrants included in the Units or issuable upon the exercise of the Warrants stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof.

2.10 The Subscriber understands that the Company and Dyadic will review this Subscription Agreement and the Investor Questionnaire and is hereby given authority by the undersigned to call his bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company and Dyadic reserve the unrestricted right to reject or limit any subscription and to close the offer at any time.

2.11 The Subscriber hereby represents that the address of Subscriber furnished by him at the end of this Subscription Agreement and in the Investor Questionnaire is the undersigned's principal residence if he is an individual or its principal business address if it is a corporation or other entity.

2.12 The Subscriber acknowledges that if the Subscriber is a Registered Representative of a National Association of Securities Dealers, Inc. ("NASD") member firm, he must give such firm the notice required by the NASD Conduct Rules, or any applicable successor rules of the NASD, receipt of which must be acknowledged by such firm on the signature page hereof. The Subscriber shall also notify the Company if the Subscriber or any affiliate of Subscriber is a registered broker-dealer with the SEC, in which case the Subscriber represents that the Subscriber is purchasing the Units in the ordinary course of business and, at the time of purchase of the Units, has no agreements or understandings, directly or indirectly, with any person to distribute the Units or any portion thereof.

2.13 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by either the Company or Dyadic or their agents, employees or affiliates and in entering into this transaction, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of independent investigation by the Subscriber.

2.14 The Subscriber agrees that he will purchase securities in the Offering only if his intent at such time is to make such purchase for investment purposes and not with a view toward resale.

2.15 If the undersigned Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further represents and warrants that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized and otherwise duly qualified to purchase and hold the Units; and (iii) that this Subscription Agreement has been duly and validly authorized, executed and delivered and constitutes the legal, binding and enforceable obligation of the undersigned.

2.16 If the Subscriber is not a United States person, such Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units. Such Subscriber's subscription and payment for, and his or her continued beneficial ownership of the Units and of the shares of Common Stock included therein or issuable upon the exercise of the Warrants, will not violate any applicable securities or other laws of the Subscriber's jurisdiction.

2.17 The undersigned hereby covenants and agrees that it will not have an open position (e.g., short sale) in the Common Stock prior to the Registration Statement (as defined below) being declared effective by the SEC with the intent of covering such open position with Common Stock being registered in the Registration Statement. The undersigned hereby acknowledges and understands that the SEC has taken the position that such an open position would constitute a violation of Section 5 of the Act.

2.18 The Subscriber acknowledges that (i) the Offering Memorandum contains material, non-public information concerning the Company within the meaning of Regulation FD promulgated by the SEC, and (ii) the Subscriber is obtaining such material, non-public information solely for the purpose of considering whether to purchase the Units pursuant to a private placement that is exempt from registration under the Act. In accordance with Regulation FD, the Subscriber agrees to keep such information confidential and not to disclose it to any other person or entity except the Subscriber's legal counsel, other advisors and other representatives who have agreed (i) to keep such information confidential, (ii) to use such information only for the purpose set forth above, and (iii) to comply with applicable securities laws with respect to such information. In addition, the Subscriber further acknowledges that the Subscriber and such legal counsel, other advisors and other representatives are prohibited from trading in the Company's securities while in possession of material, non-public information and agrees to refrain from purchasing or selling securities of the Company until such material, non-public information has been publicly disseminated by the Company. The Subscriber agrees to indemnify and hold harmless the Company and its officers, directors, employees and affiliates

and each other person, if any, who controls any of the foregoing, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty by the Subscriber, or the Subscriber's breach of, or failure to comply with, any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to the Company or its officers, directors, employees or affiliates or each other person, if any, who controls any of the foregoing in connection with this transaction.

2.19 The Subscriber understands and acknowledges that (i) the Units are being offered and sold to Subscriber without registration under the Act in a private placement that is exempt from the registration provisions of the Act under Section 4(2) of the Act and (ii) the availability of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness of, the foregoing representations, and such Subscriber hereby consents to such reliance.

3. Representations by the Company and Dyadic

Except as set forth in the reports filed by the Company pursuant to the Securities Exchange Act of 1934, as amended (the "SEC Reports"), each of the Company and, as applicable, Dyadic severally represent and warrant to the Subscriber that:

3.1 Organization and Authority. The Company and Dyadic, and each of their respective subsidiaries, (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
(ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted, and (iii) has all requisite corporate power and authority to execute, deliver and perform their obligations under this Subscription Agreement and the Offering Documents being executed and delivered by it in connection herewith, and to consummate the transactions contemplated hereby and thereby.

3.2 Qualifications. The Company and Dyadic, and each of their respective subsidiaries, is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions where such qualification is necessary and where failure so to qualify could have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and Dyadic, and each of their respective subsidiaries, taken as a whole.

3.3 Capitalization of the Company. The capitalization of the Company as of June 30, 2004, is as described in the Company's Form 10-QSB for the six months ended June 30, 2004. The Company has not issued any capital stock since such date other than pursuant to the conversion or exercise of outstanding common stock equivalents or as contemplated by the Merger Agreement. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering Documents. Except as a result of the purchase and sale of the Units, as contemplated in the Merger Agreement or as disclosed in the SEC Reports, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person

any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issuance and sale of the Units will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's securities has any rights, "demand," "piggy-back" or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below). The Common Stock and the Warrants to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meet the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

3.4 Corporate Authorization. The Offering Documents have been duly and validly authorized by the Company and Dyadic. This Subscription Agreement, assuming due execution and delivery by the Subscriber, and the Warrants, when the Subscription Agreement and the Warrants are executed and delivered by the Company and Dyadic, will be, valid and binding obligations of the Company and Dyadic enforceable in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and general principles of equity, regardless of whether enforcement is considered in a proceeding in equity or at law.

3.5 Non-Contravention. The execution and delivery of the Offering Documents by the Company and Dyadic, the issuance of the Units as contemplated by the Offering Documents and the completion by the Company and Dyadic of the other transactions contemplated by the Offering Documents do not and will not, with or without the giving of notice or the lapse of time, or both, (i) result in any violation of any provision of the articles of incorporation or by-laws or similar instruments of the Company or Dyadic or their respective subsidiaries,
(ii) conflict with or result in a breach by the Company or Dyadic or their respective subsidiaries of any of the terms or provisions of, or constitute a default under, or result in the modification of, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or Dyadic or their respective subsidiaries pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which Company or Dyadic or any of their respective subsidiaries is a party or by which Company or Dyadic or any of their respective subsidiaries or any of their respective properties or assets are bound or affected, in any such case which would have a material adverse effect on the business, properties,

operations, condition (financial or other), results of operations or prospects of the Company and Dyadic and their respective subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company or Dyadic to perform their obligations under, the Offering Documents, (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having jurisdiction over the Company or Dyadic or any of their respective subsidiaries or any of their respective properties or assets which would have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and Dyadic and their respective subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company or Dyadic to perform its obligations under, the Offering Documents, or (iv) have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or Dyadic or their respective subsidiaries to own or lease and operate any of its properties and to conduct any of its business or the ability of the Company or Dyadic or any of their respective subsidiaries to make use thereof.

3.6 Information Provided. The Company hereby represents and warrants to the Subscriber that the Offering Memorandum, the SEC Reports and any other information provided by or on behalf of the Company to the Subscriber in connection with the transactions contemplated by this Subscription Agreement, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, it being understood that for purposes of this Section 3.6, any statement contained in such information shall be deemed to be modified or superseded for purposes of this
Section 3.6 to the extent that a statement in any document included in such information which was prepared and furnished to the Subscriber on a later date or filed with the SEC on a later date modifies or replaces such statement, whether or not such later prepared and furnished or filed statement so states. Dyadic hereby represents and warrants to the Subscriber that the Offering Memorandum and any other information provided by or on behalf of Dyadic to the Subscriber in connection with the transactions contemplated by this Subscription Agreement, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

3.7 Absence of Certain Proceedings. Except as disclosed in the SEC Reports, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body, or governmental agency pending or, to the knowledge of the Company or Dyadic, threatened against or affecting the Company or Dyadic or any of their respective subsidiaries, in any such case wherein an unfavorable decision, ruling or finding would have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company or Dyadic, or the transactions contemplated by the Offering Documents or which could adversely affect the validity or enforceability of, or the authority or ability of the Company or Dyadic to perform its obligations under, the Offering Documents; and to the best of the Company's and Dyadic's knowledge there is not pending or contemplated any, and there has been no, investigation by the SEC involving the Company or Dyadic or any of their current or former directors or officers.

3.8 Compliance with Law. Neither the Company nor Dyadic nor any of their respective subsidiaries is in violation of or has any liability under any statute, law, rule, regulation, ordinance, decision or order of any governmental agency or body or any court, domestic or foreign, except where such violation or liability would not individually or in the aggregate have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its subsidiaries, taken as a whole; and to the knowledge of the Company and Dyadic there is no pending investigation which would reasonably be expected to lead to such a claim.

3.9 Tax Matters. The Company and Dyadic and each of their respective subsidiaries has filed all federal, state and local income and franchise tax returns required to be filed and has paid all taxes shown by such returns to be due, and no tax deficiency has been determined adversely to the Company or Dyadic or any of their respective subsidiaries which has had (nor does the Company or Dyadic or any of their respective subsidiaries have any knowledge of any tax deficiency which, if determined adversely to the Company or Dyadic or any of their respective subsidiaries, might have) a material adverse effect on the business, properties, operations, condition (financial or other), results of operations, or prospects of the Company or Dyadic or any of their respective subsidiaries and its subsidiaries, taken as a whole.

4. Registration Rights

4.1 Registration Requirement. The Company shall file a registration statement on Form SB-2 or other appropriate registration document under the Act (the "Registration Statement") for resale of the Common Stock and the Warrant Shares (the "Registrable Securities") and shall use its reasonable best efforts to maintain the Registration Statement effective, at the Company's expense, for a period expiring on the later to occur of (i) twenty-four (24) months after it is declared effective by the SEC and (ii) twelve (12) months after the full exercise or expiration of the Warrants held by the Subscriber (the "Effectiveness Period"). The Company shall file such Registration Statement no later than sixty (60) days after the Closing Date, and shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred and fifty (150) days after the Closing Date. Failure to file timely the Registration Statement or obtain its effectiveness within 150 days of the Closing Date shall require the Company to make a cash payment, as liquidated damages, to the Subscriber of 0.0333% of the Purchase Price of the Units sold to the Subscriber under this Subscription Agreement for each day of such failure. Prior to the date the Registration Statement is declared effective, the Company shall not file with the SEC any other new registration statement under the Act, other than a Form S-8 registration statement, with respect to any securities of the Company.

4.2 Limitation to Registration Requirement. Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act.

4.3 Expenses of Registration. Except as otherwise expressly set forth, the Company shall bear all expenses incurred by the Company in compliance with the registration obligation of the Company, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company incurred in connection with any registration, qualification or compliance pursuant to this Subscription Agreement and all underwriting discounts, selling commissions and expense allowances applicable to the sale of any securities by the Company for its own account in any registration. All underwriting discounts, selling commissions and expense allowances applicable to the sale by Subscriber of Registrable Securities and all fees and disbursements of counsel for the Subscriber shall be borne by the Subscriber.

4.4 Indemnification.

(a) To the extent permitted by law the Company will indemnify each Subscriber, each of its officers, directors, agents, employees and partners, and each person controlling such Subscriber, with respect to each registration, qualification or compliance effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, and their respective counsel against all claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document prepared by the Company (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Subscriber, each of its officers, directors, agents, employees and partners, and each person controlling such Subscriber, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses as they are reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omissions) based upon written information furnished to the Company by such Subscriber or underwriter; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Subscriber, partner, officer, director, employee, agent, underwriter or controlling person of such Subscriber, provided, however, that the obligations of the Company hereunder shall be limited to an amount equal to the portion of net proceeds represented by the Registrable Securities pursuant to this Subscription Agreement.

(b) To the extent permitted by law, each Subscriber whose Registrable Securities are included in any registration, qualification or compliance effected pursuant to this Subscription Agreement will indemnify the Company, and its directors, officers, agents, employees and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of the Act and the rules and regulations thereunder, each other such Subscriber and each of their officers, directors, partners, agents and employees, and each person controlling such Subscriber, and their respective counsel against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Subscribers, directors, officers, partners, persons, underwriters or control persons for any legal or any other expenses as they are reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Subscriber; provided, however, that the obligations of any Subscriber hereunder shall be limited to an amount equal to the net proceeds to such Subscriber from Registrable Securities sold under such registration statement, prospectus, offering circular or other document as contemplated herein; provided, further, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Subscriber, which consent shall not be unreasonably withheld or delayed.

(c) Each party entitled to indemnification under this Section (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; and provided further that if any Indemnified Party reasonably concludes that there may be one or more legal defenses available to it that are not available to the Indemnifying Party, or that such claim or litigation involves or could have an effect on matters beyond the scope of this Agreement, then the Indemnified Party may retain its own counsel at the expense of the Indemnifying Party; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless and only to the extent that such failure to give notice results in material prejudice to the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

(d) If the indemnification provided for in this Section is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.5 Transfer or Assignment of Registration Rights. The benefits to the Subscriber hereunder may be transferred or assigned by the Subscriber to a permitted transferee or assignee of any of the Registrable Securities, provided that the Company is given written notice that such right has been transferred, stating the name and address of said transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned; provided further that the transferee or assignee of such rights shall be deemed to have assumed the obligations of the Subscriber under this Subscription Agreement by the acceptance of such assignment and shall, upon request from the Company, evidence such assumption by delivery to the Company of a written agreement assuming such obligations of the Subscriber.

4.6 Registration Procedures. In the case of the registration effected by the Company pursuant to this Subscription Agreement, the Company will keep the Subscriber advised in writing as to the initiation of each registration and as to the completion thereof. The Company will:

(a) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of securities covered by such registration statement;

(b) Respond as promptly as reasonably practicable to any comments received from the SEC with respect to a registration statement or any amendment thereto.

(c) Notify the Subscriber as promptly as reasonably practicable and (if requested by any such person) confirm such notice in writing no later than one trading day following the day (A) when a prospectus or any prospectus supplement or post-effective amendment to a registration statement is proposed to be filed and (B) with respect to a registration statement or any post-effective amendment, when the same has become effective;

(d) Furnish such number of prospectuses and other documents incident thereto, including supplements and amendments, as the Subscriber may reasonably request;

(e) Furnish to the Subscriber, upon request, a copy of all documents filed with and all correspondence from or to the SEC in connection with any such registration statement other than non-substantive cover letters and the like, to the extent such items do not constitute material, non-public information;

(f) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a registration statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment; and

(g) Use its reasonable best efforts to comply with all applicable rules and regulations of the SEC.

Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies the Subscriber in writing of the existence of an event or circumstance that is not disclosed in the Registration Statement and that may have a material effect on the Company or its business (a "Potential Material Event"), the Subscriber shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Company notifies the Subscriber that such Potential Material Event either has been added to the Registration Statement by amendment or supplement or no longer constitutes a Potential Material Event; provided, that the Company may not so suspend the right of Subscriber for more than 120 days in the aggregate.

4.7 Statement of Beneficial Ownership. The Company may require the Subscriber to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Subscriber and the controlling person thereof and any other such information regarding the Subscriber, the Registrable Securities held by the Subscriber and the intended method of disposition of such securities as shall be reasonably required with respect to the registration of the Subscriber's Registrable Securities. The Subscriber hereby understands and agrees that the Company may, in its sole discretion, exclude the Subscriber's shares of Common Stock (including such shares into which the Warrants are exercisable) from the Registration Statement in the event that the Subscriber fails to provide such information within ten (10) trading days of the request therefor by the Company.

4.8 Compliance. Subscriber covenants and agrees that such Subscriber will comply with the prospectus delivery requirements of the Act as applicable to such Subscriber in connection with sales of Registrable Securities pursuant to the registration statement required hereunder.

4.9 Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock or Warrants possessing "piggyback registration rights" comparable to those granted to the Subscriber hereunder ("Rightsholders")) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in

such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided, that, the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144(k) promulgated under the Act. In order to effectuate these piggyback rights, in no event shall the Company be required by these provisions to keep up to date or to supplement any prospectus more than nine (9) months after the effective date of the registration statement of which such prospectus is a part. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration; If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person who se securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. "Strategic Issuance" shall mean an issuance of securities: (i) in connection with a "corporate partnering" transaction or a "strategic alliance" (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

5. Miscellaneous

5.1 Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed to the Company, at Dyadic International, Inc., 140 Intracoastal Pointe Dr., Suite 404, Jupiter, FL 33477-5094, Attention: Mr. Mark Emalfarb, CEO, with a copy to (which shall not constitute notice) Jenkens & Gilchrist, PC, 225 West Washington, Suite 2600, Chicago, Illinois 60606, Attention: Robert I. Schwimmer, Esq., and to the Subscriber at his address indicated on the signature page of this Subscription Agreement. Notices shall be deemed to have been given three (3) business days after the date of mailing, except notices of change of address, which shall be deemed to have been given when received.

5.2 This Subscription Agreement may be amended through a written instrument signed by the Subscriber, Dyadic and the Company; provided, however, that the terms of Section 4 of this Subscription Agreement may be amended without the consent or approval of the Subscriber so long as such amendment applies in the same fashion to the subscription agreements of all of the other subscribers for Units in the Offering and at least holders of a majority of the Units sold in the Offering have given their approval of such amendment, which approval shall be binding on all holders of Units.

5.3 This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Subscription Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

5.4 Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Delaware.

5.5 This Subscription Agreement may be executed in counterparts. It shall not be binding upon the Company and Dyadic unless and until it is accepted by the Company and Dyadic. Upon the execution and delivery of this Subscription Agreement by the Subscriber, this Subscription Agreement shall become a binding obligation of the Subscriber with respect to the purchase of Units as herein provided; subject, however, to the right hereby reserved to the Company to enter into the same agreements with other subscribers and to add and/or to delete other persons as subscribers.

5.6 The holding of any provision of this Subscription Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Subscription Agreement, which shall remain in full force and effect.

5.7 It is agreed that a waiver by either party of a breach of any provision of this Subscription Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

5.8 The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.

5.9 The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as required by law, provided that the Company may provide information relating to the Subscriber as required in any registration statement under the Act that may be filed by the Company pursuant to the requirements of this Subscription Agreement.

5.10 The obligation of the Subscriber hereunder is several and not joint with the obligations of any other subscribers for the purchase of Units in the Offering (the "Other Subscribers"), and the Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscribers. Nothing contained herein or in any other agreement or document delivered at the Closing, and no action taken by the Subscriber pursuant hereto, shall be deemed to constitute the Subscriber and the Other Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber and the Other Subscribers are in any way acting in concert with respect to such obligations or the transactions contemplated by this Subscription Agreement. The Subscriber shall be entitled to protect and enforce the Subscriber's rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber to be joined

as an additional party in any proceeding for such purpose. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. The Subscriber is not acting as part of a "group" (as that term is used in Section 13(d) of the 1934 Act) in negotiating and entering into this Subscription Agreement or purchasing the Units or acquiring, disposing of or voting any of the underlying shares of Common Stock or the Warrant Shares. The Company hereby confirms that it understands and agrees that the Subscriber is not acting as part of any such group.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the day and year first written above.

------------------------------              ------------------------------------
Signature of Subscriber                     Signature of Co-Subscriber


------------------------------              ------------------------------------
Name of Subscriber                          Name of Co-Subscriber
[please print]


------------------------------              ------------------------------------
Address of Subscriber                       Address of Co-Subscriber


------------------------------              ------------------------------------
Social Security or Taxpayer                 Social Security or Taxpayer
Identification Number of Subscriber         Identification Number of
                                            Co-Subscriber


------------------------------
Number of Units Subscribed For


Subscription Agreed to and Accepted


CCP WORLDWIDE, INC.                                  DYADIC INTERNATIONAL, INC.


By:                                   By:
   ------------------------------        ---------------------------------------

Name:                                 Name:
     ----------------------------          -------------------------------------

Title:                                Title:
     ----------------------------           ------------------------------------

Exhibit A-1

Corporate Investor Questionnaire

Name: ________________________________________

IMPORTANT:
Please Complete

CORPORATE INVESTOR QUESTIONNAIRE

CCP WORLDWIDE, INC.
DYADIC INTERNATIONAL, INC.

CCP Worldwide, Inc.
c/o Gottbetter & Partners
488 Madison Avenue, 12th Floor
New York, New York 10022
Attention: Adam S. Gottbetter, Esq.

Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404 Jupiter, Florida 33477-509
Attn: Mark Emalfarb

The information contained in this Corporate Investor Questionnaire is being furnished in order to determine whether the undersigned Corporation's subscription to purchase Units (the "Units") described in the Confidential Offering Memorandum, dated September __, 2004, of Dyadic International, Inc. and CCP Worldwide, Inc. (the "Company") may proceed.

One (1) copy of this Questionnaire should be completed, signed, dated and delivered to Louis W. Zehil, Esq. counsel to [redacted names of Placement Agents] (the "Placement Agents"), at McGuireWoods, LLP as per the accompanying Subscription Cover Letter. Please contact Louis Zehil at (212) 548-2138 if you have any questions with respect to this Questionnaire.

A1-1

ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. The undersigned Corporation understands, however, that the Company may present this Questionnaire to such parties as it deems appropriate if called upon to establish that the proposed offer and sale of the Units in the Company is exempt from registration under the Securities Act of 1933, as amended, or meets the requirements of applicable state securities or "blue sky" laws. Further, the undersigned Corporation understands that the offering required to be reported to the Securities and Exchange Commission and to various state securities or "blue sky" regulators.

I. PLEASE CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLY TO THE Corporation.

|_| 1. Each of the shareholders of the undersigned Corporation is able to certify that such shareholder meets at least one of the following two conditions:

(a) The shareholder is a natural person whose individual net worth* or joint net worth with his or her spouse exceeds $1,000,000; or

(b) The shareholder is a natural person who had an individual income* in excess of $200,000 in each of the previous two years and who reasonably expects an individual income in excess of $200,000 this year.

|_| 2. Each of the shareholders of the undersigned Corporation is able to certify that such shareholder is a natural person who, together with his or her spouse, has had a joint income* in excess of $300,000 in each of the previous two years and who reasonably expects a joint income in excess of $300,000 this year.

|_| 3. The undersigned Corporation: (a) was not formed for the specific purpose of acquiring the Units; and (b) has total assets in excess of $5,000,000.

* For purposes of this Questionnaire, the term "net worth" means the excess of total assets over total liabilities. In determining income, an investor should add to his or her adjusted gross income any amounts attributable to tax-exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to IRA or Keogh retirement plans, alimony payments and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

A1-2

IF YOU CHECKED STATEMENT 1 OR STATEMENT 2 IN SECTION 1 AND DID NOT CHECK STATEMENT 3, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE UNDERSIGNED Corporation LISTING THE NAME OF EACH SHAREHOLDER AND THE REASON (UNDER STATEMENT 1 OR STATEMENT 2) WHY SUCH SHAREHOLDER QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME OR JOINT INCOME), OR EACH SHAREHOLDER MUST PROVIDE A COMPLETED INDIVIDUAL INVESTOR QUESTIONNAIRE (PAGES A-1 TO A-6).

II. OTHER CERTIFICATIONS

By signing the Signature Page, the undersigned certifies the following:

(a) that the Corporation's purchase of Units will be solely for the Corporation's own account and not for the account of any other person or entity;

(b) that the Corporation's name, address of principal office, place of incorporation and taxpayer identification number as set forth in this Questionnaire are true, correct and complete; and

(c) that one of the following is true and correct (check one):

|_| (i) the Corporation is a corporation organized in or under the laws of the United States or any political subdivision thereof.

|_| (ii) the Corporation is a corporation which is neither created nor organized in or under the United States or any political subdivision thereof, but which has made an election under either Section 897(i) or 897(k) of the United States Internal Revenue Code of 1986, as amended, to be treated as a domestic corporation for certain purposes of United States federal income taxation (A COPY OF THE INTERNAL REVENUE SERVICE ACKNOWLEDGMENT OF THE UNDERSIGNED'S ELECTION MUST BE ATTACHED TO THIS QUESTIONNAIRE IF THIS PROVISION IS APPLICABLE).

|_| (iii) neither (i) nor (ii) above is true.

A1-3

III. GENERAL INFORMATION

(a) PROSPECTIVE PURCHASER (THE Corporation)

Name: _________________________________________________________________________

Principal Place of Business: ___________________________________________________

(Number and Street)

Address for Correspondence (if different):______________________________________

(Number and Street)

Telephone Number: ______________________________________________________________

(Area Code) (Number)

Facsimile Number: ______________________________________________________________

(Area Code) (Number)

State of Incorporation: ________________________________________________________

Date of Formation: _____________________________________________________________

Taxpayer Identification Number: ________________________________________________

NASD Affiliation or Association of the Corporation, if any: ____________________

If none, check here |_|

Number of Shareholders: ________________________________________________________

(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
Corporation

Name: __________________________________________________________________________

Position or Title: _____________________________________________________________

A1-4

IV. BENEFICIAL OWNERSHIP

List the name, address, title, phone number and email address of the natural person or persons who will possess voting and investment power over the Units subscribed for herein:

Name of Natural Person(s): _______________________________________________

Address: _________________________________________________________________

Title (if any): __________________________________________________________

Phone: ___________________________________________________________________

Email address (if any): __________________________________________________

IV. SIGNATURE

The Signature Page to this Questionnaire is contained on page A-6, entitled Corporation Signature Page.

A1-5

Corporation Signature Page

CCP WORLDWIDE, INC.
DYADIC INTERNATIONAL, INC.

1. The undersigned Corporation represents that (a) the information contained in this Questionnaire is complete and accurate and (b) the Corporation will notify Louis W. Zehil, Esq., counsel to [redacted names of Placement Agents] at McGuireWoods, LLP, 1345 Avenue of the Americas, New York, New York 10105; (212) 548-2138 immediately if any material change in any of the information occurs prior to the acceptance of the undersigned Corporation's subscription and will promptly send Louis Zehil written confirmation of such change.

2. The undersigned Corporation hereby represents and warrants that the person signing this Questionnaire on behalf of the Corporation has been duly authorized by all requisite action on the part of the Corporation to acquire the Units and sign this Questionnaire and this Subscription Agreement on behalf of the Corporation and, further, that the undersigned Corporation has all requisite authority to purchase the Units and enter into the Subscription Agreement.

THE SECURITIES COMPRISING THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.

A1-6

Exhibit A-2

Individual Investor Questionnaire

Name: ________________________________________

IMPORTANT:
Please Complete

INDIVIDUAL INVESTOR QUESTIONNAIRE

CCP WORLDWIDE, INC.
DYADIC INTERNATIONAL, INC.

CCP Worldwide, Inc.
c/o Gottbetter & Partners
488 Madison Avenue, 12th Floor
New York, New York 10022
Attention: Adam S. Gottbetter, Esq.

Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404 Jupiter, Florida 33477-509
Attn: Mark Emalfarb

The information contained in this Individual Investor Questionnaire is being furnished in order to determine whether the undersigned's subscription to purchase Units (the "Units") described in the Confidential Offering Memorandum, dated September __, 2004, of Dyadic International, Inc., and CCP Worldwide, Inc. (the "Company") may proceed.

One (1) copy of this Questionnaire should be completed, signed, dated and delivered to Louis W. Zehil, Esq. counsel to [redacted names of Placement Agents] (the "Placement Agents"), at McGuireWoods, LLP as per the accompanying Subscription Cover Letter. Please contact Louis Zehil at (212) 548-2138 if you have any questions with respect to this Questionnaire.

ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. The undersigned understands, however, that the Company may present this Questionnaire to such parties as it deems appropriate if called upon to establish that the proposed offer and sale of the Units is exempt from registration under the Securities Act of 1933, as amended, or meets the requirements of applicable state securities or "blue sky" laws. Further, the undersigned understands that the offering is required to be reported to the Securities and Exchange Commission and to various state securities or "blue sky" regulators.

A2-1

I. PLEASE INDICATE DESIRED TYPE OF OWNERSHIP OF UNITS:

|_| Individual

|_| Joint Tenants (rights of survivorship)

|_| Tenants in Common (no rights of survivorship)

II. PLEASE CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLY TO YOU.

|_| 1. I have an individual net worth* or joint net worth with my spouse in excess of $1,000,000.

|_| 2. I have had an individual income* in excess of $200,000 in each of the previous two years and I reasonably expect an individual income in excess of $200,000 this year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF $200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.

|_| 3. My spouse and I have had a joint income* in excess of $300,000 in each of the previous two years and I reasonably expect a joint income in excess of $300,000 this year.

|_| 4. I am a director and/or an executive officer of Company as such terms are defined in Regulation D promulgated under the Securities Act of 1933, as amended.

A2-2

III. OTHER CERTIFICATIONS

By signing the Signature Page, I certify the following (or, if I am purchasing Units with my spouse as co-owner, each of us certifies the following):

(a) that I am at least 21 years of age;

(b) that my purchase of Units will be solely for my own account and not for the account of any other person (other than my spouse, if co-owner);

(c) that the name, home address and social security number or taxpayer identification number as set forth in this Questionnaire are true, correct and complete; and

(d) that one of the following is true and correct (check one):

Spouse, if Co-owner

|_| |_| (i) I am a United States citizen or resident of the United States for United States federal income tax purposes.

|_| |_| (ii) I am neither a United States citizen nor a resident of the United States for United States federal income tax purposes.

IV. GENERAL INFORMATION

(a) PERSONAL INFORMATION

Name: __________________________________________________________________________

Social Security or Taxpayer Identification Number: _____________________________

Residence Address: _____________________________________________________________

(Number and Street)

Residence Telephone Number: ____________________________________________________

(Area Code) (Number)

Residence Facsimile Number: ____________________________________________________

(Area Code) (Number)

Name of Business: ______________________________________________________________

Business Address: ______________________________________________________________

(Number and Street)

A2-3

Business Telephone Number: _____________________________________________________

(Area Code) (Number)

Business Facsimile Number: _____________________________________________________

(Area Code) (Number)

I prefer to have correspondence sent to: |_| Residence |_| Business

NASD Affiliation or Association, if any: _______________________________________

If none, check here |_|

SPOUSE, IF POTENTIAL CO-OWNER

Name: __________________________________________________________________________

Social Security or Taxpayer Identification Number: _____________________________

Residence Address: _____________________________________________________________

(Number and Street)

Residence Telephone Number: ____________________________________________________

(Area Code) (Number)

Residence Facsimile Number: ____________________________________________________

(Area Code) (Number)

Name of Business: ______________________________________________________________

Business Address: ______________________________________________________________

(Number and Street)

Business Telephone Number: _____________________________________________________

(Area Code) (Number)

Business Facsimile Number: _____________________________________________________

(Area Code) (Number)

I prefer to have correspondence sent to: |_| Residence |_| Business

NASD Affiliation or Association, if any: _______________________________________

If none, check here |_|

A2-4

V. SIGNATURE

The Signature Page to this Questionnaire is contained on page A-6, entitled Individual Signature Page.

A2-5

INDIVIDUAL SIGNATURE PAGE

CCP WORLDWIDE, INC.
DYADIC INTERNATIONAL, INC.

1. The undersigned represents that (a) the information contained in this Questionnaire is complete and accurate, and (b) he/she will telephone Louis W. Zehil, counsel to the Placement Agents at (212) 548-2138 immediately if any material change in any of this information occurs before the acceptance of his/her subscription and will promptly send Louis Zehil confirmation of such change.

THE SECURITIES COMPRISING THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.

A2-6

EXHIBIT 10.19

Tompkins
LOCK-UP AGREEMENT

Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404 Jupiter, Florida 33477-5044

CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609

Re: Lock-Up of Shares of Common Stock

Ladies and Gentlemen:

The undersigned party or parties (whether one or more, referred to collectively herein as the "undersigned") is delivering this letter agreement
(this "letter agreement") to you in connection with and as a condition to (i)
the closing of the private placement conducted by CCP Worldwide, Inc., a Delaware corporation (the "Company"), of "Investment Units" (the "Private Placement") consisting of shares of common stock of the Company (the "Common Stock") and warrants to purchase shares of the Common Stock ("Investor Warrants"), and (ii) the consummation of a reverse triangular merger between Dyadic International, Inc., a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company, pursuant to which Dyadic will become a wholly-owned subsidiary of the Company and Dyadic's shareholders will become the owners of shares of Common Stock (the "Merger") (the Private Placement and the Merger being hereinafter collectively referred to as the "Transactions"). Following the consummation of the Transactions, the Company will be renamed "Dyadic International, Inc."

The undersigned is currently the holder of 295,000 outstanding shares of Common Stock of the Company. In connection with the Transactions, the Company has agreed to use its reasonable best efforts file a Form SB-2 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in order to register the resale of the shares of Common Stock sold in the Private Placement and certain of the shares of Common Stock received by existing Dyadic stockholders, including the undersigned, as a result of the Merger. The Company expects that the SEC will declare the Registration Statement effective on a date (the "Effective Date") that is no later than six (6) months following the consummation of the Merger (the "Outside Date"). As a condition to the consummation of the Merger, the Company and Dyadic have required, and as a condition to participating in the Private Placement, the placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris Inc. ("SMH"), have required, that the undersigned enter into a lock up agreement with the Company by which he agrees not to transfer certain of his shares of Common Stock for specified periods following consummation of the Transactions.

Dyadic International, Inc.
CCP Worldwide, Inc.

In consideration of the foregoing, to induce BMCI and SMH to serve as placement agents of the Private Placement and to induce the Company and Dyadic to consummate the Merger, the undersigned hereby:

(i) agrees that, without the prior written consent of the Company, BMCI and SMH (which consent may be withheld in their sole discretion), the undersigned will not, directly or indirectly, during a period between the date of the consummation of the Transactions and six (6) months after the earlier of the Effective Date or the Outside Date (the "6-Month Lock-Up Period"), either privately sell, contract to sell or otherwise transfer (unless the proposed transferee agrees to be bound by the restrictions on transfer contained in this letter agreement), or publicly sell, contract to sell, or otherwise transfer, all or any portion of 112,500 of the shares of Common Stock which the undersigned beneficially owns;

(ii) agrees that, without the prior written consent of the Company, BMCI and SMH (which consent may be withheld in their sole discretion), the undersigned will not, directly or indirectly, during a period between the end of the 6-Month Lock-Up Period and one (1) year after the earlier of the Effective Date or the Outside Date (the "One-Year Lock-Up Period"), either privately sell, contract to sell or otherwise transfer (unless the proposed transferee agrees to be bound by the restrictions on transfer contained in this letter agreement), or publicly sell, contract to sell, or otherwise transfer, all or any portion of 56,250 of the shares of Common Stock which the undersigned beneficially owns; and

(iii) authorizes the Company during the 6-Month Lock-Up Period and One-Year Lock-Up Period to cause the Company's transfer agent to place a legend on any certificates representing, and to decline to transfer and to note stop transfer restrictions on the transfer books and records of the Company with respect to, the shares of Common Stock that are restricted from transfer by this letter agreement.

The undersigned represents and warrants that the undersigned has full power and authority to enter into the agreements set forth in this letter agreement, and that, upon request, the undersigned will execute any additional documents necessary in connection with its enforcement. The undersigned understands that the undersigned's obligations set forth in this letter agreement are irrevocable on the part of the undersigned and shall survive the undersigned's death or incapacity. Any obligations of the undersigned created by this letter agreement shall be binding upon the heirs, devisees, personal representatives, successors and assigns of the undersigned. The undersigned further understands that the consummation of the Transactions is subject to a number of conditions and may not ever occur, and as a consequence, this letter agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the abandonment of the Private Placement, in the event that the Transactions are not consummated on or before such later date.

Dyadic International, Inc.
CCP Worldwide, Inc.

Very truly yours,

Dated: October 29, 2004                         /s/ Mark Tompkins
      ---------------------------               --------------------------------
                                                Mark Tompkins


                                                IVC GROUP


Dated: October 29, 2004                         By: /s/ Mark Tompkins
      ---------------------------                  -----------------------------
                                                Name:___________________________
                                                Title:__________________________

Francisco Trust

LOCK-UP AGREEMENT

Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404 Jupiter, Florida 33477-5044

CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609

Re: Lock-Up of Shares of Common Stock

Ladies and Gentlemen:

The undersigned is delivering this letter agreement (this "letter agreement") to you in connection with and as a condition to (i) the closing of the private placement conducted by CCP Worldwide, Inc., a Delaware corporation (the "Company"), of "Investment Units" (the "Private Placement") consisting of shares of common stock of the Company (the "Common Stock") and warrants to purchase shares of the Common Stock ("Investor Warrants"), and (ii) the consummation of a reverse triangular merger between Dyadic International, Inc., a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company, pursuant to which Dyadic will become a wholly-owned subsidiary of the Company and Dyadic's shareholders will become the owners of shares of Common Stock (the "Merger") (the Private Placement and the Merger being hereinafter collectively referred to as the "Transactions"). Following the consummation of the Transactions, the Company will be renamed "Dyadic International, Inc."

The undersigned is currently the holder of outstanding shares of common stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common Stock as a result of the Merger. In connection with the Transactions, the Company has agreed to use its reasonable best efforts file a Form SB-2 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in order to register the resale of the shares of Common Stock sold in the Private Placement and certain of the shares of Common Stock received by existing Dyadic stockholders, including the undersigned, as a result of the Merger. The Company expects that the SEC will declare the Registration Statement effective on a date (the "Effective Date") that is no later than six (6) months following the consummation of the Merger (the date six (6) months following the consummation of the Merger is the "Outside Date"). As a condition to the consummation of the Merger, the Company and Dyadic have required, and as a condition to participating in the Private Placement, the placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares, including the undersigned, enter into lock up agreements with the Company by which they agree not to transfer the shares of Common Stock that they receive in the Merger for a specified period following consummation of the Transactions.

Dyadic International, Inc.
CCP Worldwide, Inc.

In consideration of the foregoing, to induce BMCI and SMH to serve as placement agents of the Private Placement and to induce the Company and Dyadic to consummate the Merger, the undersigned hereby:

(i) agrees that, without the prior written consent of the Company, BMCI and SMH (which consent may be withheld in their sole discretion), the undersigned will not, directly or indirectly, during a period between the date of the consummation of the Transactions and one (1) year after the earlier of the Effective Date or the Outside Date (the "25% Lock-Up Period"), either: (a) publicly sell, contract to sell, or otherwise transfer more than 75% of the shares of Common Stock for which the undersigned becomes the beneficial owner as a result of the Merger or (b) privately sell, contract to sell or otherwise transfer (unless the proposed transferee agrees to be bound by the restrictions on transfer contained in this letter agreement) more than 75% of the shares of Common Stock for which the undersigned becomes the beneficial owner as a result of the Merger;

(ii) agrees that, without the prior written consent of the Company, BMCI and SMH (which consent may be withheld in their sole discretion), the undersigned will not, directly or indirectly, during a period between the date of the consummation of the Transactions and six (6) months after the earlier of the Effective Date or the Outside Date (the "50% Lock-Up Period"), either: (a) publicly sell, contract to sell, or otherwise transfer more than 50% of the shares of Common Stock for which the undersigned becomes the beneficial owner as a result of the Merger or (b) privately sell, contract to sell or otherwise transfer (unless the proposed transferee agrees to be bound by the restrictions on transfer contained in this letter agreement) more than 50% of the shares of Common Stock for which the undersigned becomes the beneficial owner as a result of the Merger; and

(iii) authorizes the Company during the 50% Lock-Up Period and 25% Lock-Up Period to cause the Company's transfer agent to place a legend on any certificates representing, and to decline to transfer and to note stop transfer restrictions on the transfer books and records of the Company with respect to, the shares of Common Stock that are restricted from transfer by this letter agreement.

The undersigned represents and warrants that the undersigned has full power and authority to enter into the agreements set forth in this letter agreement, and that, upon request, the undersigned will execute any additional documents necessary in connection with its enforcement. The undersigned understands that the undersigned's obligations set forth in this letter agreement are irrevocable on the part of the undersigned and shall survive the undersigned's death or incapacity. Any obligations of the undersigned created by this letter agreement shall be binding upon the heirs, devisees, personal representatives, successors and assigns of the undersigned. The undersigned further understands that the consummation of the Transactions is subject to a number of conditions and may not ever occur, and as a consequence, this letter agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the abandonment of the Private Placement, in the event that the Transactions are not consummated on or before such later date.

Dyadic International, Inc.
CCP Worldwide, Inc.

Very truly yours,

THE FRANCISCO TRUST

Dated: October 29, 2004                         /s/ Robert S. Levin
      ----------------------------              --------------------------------
                                                Robert S. Levin, Trustee

MAE Trust

LOCK-UP AGREEMENT

Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404 Jupiter, Florida 33477-5044

CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609

Re: Lock-Up of Shares of Common Stock

Ladies and Gentlemen:

The undersigned is delivering this letter agreement (this "letter agreement") to you in connection with and as a condition to (i) the closing of the private placement conducted by CCP Worldwide, Inc., a Delaware corporation (the "Company"), of "Investment Units" (the "Private Placement") consisting of shares of common stock of the Company (the "Common Stock") and warrants to purchase shares of the Common Stock ("Investor Warrants"), and (ii) the consummation of a reverse triangular merger between Dyadic International, Inc., a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company, pursuant to which Dyadic will become a wholly-owned subsidiary of the Company and Dyadic's shareholders will become the owners of shares of Common Stock (the "Merger") (the Private Placement and the Merger being hereinafter collectively referred to as the "Transactions"). Following the consummation of the Transactions, the Company will be renamed "Dyadic International, Inc."

The undersigned is currently the holder of outstanding shares of common stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common Stock as a result of the Merger. In connection with the Transactions, the Company has agreed to use its reasonable best efforts file a Form SB-2 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in order to register the resale of the shares of Common Stock sold in the Private Placement and certain of the shares of Common Stock received by existing Dyadic stockholders, including the undersigned, as a result of the Merger. The Company expects that the SEC will declare the Registration Statement effective on a date (the "Effective Date") that is no later than six (6) months following the consummation of the Merger (the "Outside Date"). As a condition to the consummation of the Merger, the Company and Dyadic have required, and as a condition to participating in the Private Placement, the placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares, including the undersigned, enter into lock up agreements with the Company by which they agree not to transfer the shares of Common Stock that they receive in the Merger for a specified period following consummation of the Transactions.

Dyadic International, Inc.
CCP Worldwide, Inc.

In consideration of the foregoing, to induce BMCI and SMH to serve as placement agents of the Private Placement and to induce the Company and Dyadic to consummate the Merger, the undersigned hereby:

(i) agrees that, without the prior written consent of the Company, BMCI and SMH (which consent may be withheld in their sole discretion), the undersigned will not, directly or indirectly, during a period between the date of the consummation of the Transactions and one (1) year after the earlier of the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a) publicly sell, contract to sell, or otherwise transfer any of the shares of Common Stock beneficially owned by the undersigned; or (b) privately sell, contract to sell or otherwise transfer (unless the proposed transferee agrees to be bound by the restrictions on transfer contained in this letter agreement) any of the shares of Common Stock beneficially owned by the undersigned; and

(ii) authorizes the Company during the Lock-Up Period to cause the Company's transfer agent to place a legend on any certificates representing, and to decline to transfer and to note stop transfer restrictions on the transfer books and records of the Company with respect to, the shares of Common Stock that are restricted from transfer by this letter agreement.

The undersigned represents and warrants that the undersigned has full power and authority to enter into the agreements set forth in this letter agreement, and that, upon request, the undersigned will execute any additional documents necessary in connection with its enforcement. The undersigned understands that the undersigned's obligations set forth in this letter agreement are irrevocable on the part of the undersigned and shall survive the undersigned's death or incapacity. Any obligations of the undersigned created by this letter agreement shall be binding upon the heirs, devisees, personal representatives, successors and assigns of the undersigned. The undersigned further understands that the consummation of the Transactions is subject to a number of conditions and may not ever occur, and as a consequence, this letter agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the abandonment of the Private Placement, in the event that the Transactions are not consummated on or before such later date.

Very truly yours,

THE MARK A. EMALFARB TRUST

Dated: October 29, 2004                         /s/ Mark A. Emalfarb
      ----------------------------              --------------------------------
                                                Mark A. Emalfarb, Trustee

Ratnesh Chandra

LOCK-UP AGREEMENT

Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404 Jupiter, Florida 33477-5044

CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609

Re: Lock-Up of Shares of Common Stock

Ladies and Gentlemen:

The undersigned is delivering this letter agreement (this "letter agreement") to you in connection with and as a condition to (i) the closing of the private placement conducted by CCP Worldwide, Inc., a Delaware corporation (the "Company"), of "Investment Units" (the "Private Placement") consisting of shares of common stock of the Company (the "Common Stock") and warrants to purchase shares of the Common Stock ("Investor Warrants"), and (ii) the consummation of a reverse triangular merger between Dyadic International, Inc., a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company, pursuant to which Dyadic will become a wholly-owned subsidiary of the Company and Dyadic's shareholders will become the owners of shares of Common Stock (the "Merger") (the Private Placement and the Merger being hereinafter collectively referred to as the "Transactions"). Following the consummation of the Transactions, the Company will be renamed "Dyadic International, Inc."

The undersigned is currently the holder of outstanding shares of common stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common Stock as a result of the Merger. In connection with the Transactions, the Company has agreed to use its reasonable best efforts file a Form SB-2 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in order to register the resale of the shares of Common Stock sold in the Private Placement and certain of the shares of Common Stock received by existing Dyadic stockholders, including the undersigned, as a result of the Merger. The Company expects that the SEC will declare the Registration Statement effective on a date (the "Effective Date") that is no later than six (6) months following the consummation of the Merger (the "Outside Date"). As a condition to the consummation of the Merger, the Company and Dyadic have required, and as a condition to participating in the Private Placement, the placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares, including the undersigned, enter into lock up agreements with the Company by which they agree not to transfer the shares of Common Stock that they receive in the Merger for a specified period following consummation of the Transactions.

Dyadic International, Inc.
CCP Worldwide, Inc.

In consideration of the foregoing, to induce BMCI and SMH to serve as placement agents of the Private Placement and to induce the Company and Dyadic to consummate the Merger, the undersigned hereby:

(i) agrees that, without the prior written consent of the Company, BMCI and SMH (which consent may be withheld in their sole discretion), the undersigned will not, directly or indirectly, during a period between the date of the consummation of the Transactions and one (1) year after the earlier of the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a) publicly sell, contract to sell, or otherwise transfer any of the shares of Common Stock beneficially owned by the undersigned; or (b) privately sell, contract to sell or otherwise transfer (unless the proposed transferee agrees to be bound by the restrictions on transfer contained in this letter agreement) any of the shares of Common Stock beneficially owned by the undersigned; and

(ii) authorizes the Company during the Lock-Up Period to cause the Company's transfer agent to place a legend on any certificates representing, and to decline to transfer and to note stop transfer restrictions on the transfer books and records of the Company with respect to, the shares of Common Stock that are restricted from transfer by this letter agreement.

The undersigned represents and warrants that the undersigned has full power and authority to enter into the agreements set forth in this letter agreement, and that, upon request, the undersigned will execute any additional documents necessary in connection with its enforcement. The undersigned understands that the undersigned's obligations set forth in this letter agreement are irrevocable on the part of the undersigned and shall survive the undersigned's death or incapacity. Any obligations of the undersigned created by this letter agreement shall be binding upon the heirs, devisees, personal representatives, successors and assigns of the undersigned. The undersigned further understands that the consummation of the Transactions is subject to a number of conditions and may not ever occur, and as a consequence, this letter agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the abandonment of the Private Placement, in the event that the Transactions are not consummated on or before such later date.

Very truly yours,

Dated: 10/19/04                                 /s/ Ratnesh Chandra
      ----------------------------              --------------------------------
                                                Ratnesh Chandra

Alexander Bondar

LOCK-UP AGREEMENT

Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404 Jupiter, Florida 33477-5044

CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609

Re: Lock-Up of Shares of Common Stock

Ladies and Gentlemen:

The undersigned is delivering this letter agreement (this "letter agreement") to you in connection with and as a condition to (i) the closing of the private placement conducted by CCP Worldwide, Inc., a Delaware corporation (the "Company"), of "Investment Units" (the "Private Placement") consisting of shares of common stock of the Company (the "Common Stock") and warrants to purchase shares of the Common Stock ("Investor Warrants"), and (ii) the consummation of a reverse triangular merger between Dyadic International, Inc., a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company, pursuant to which Dyadic will become a wholly-owned subsidiary of the Company and Dyadic's shareholders will become the owners of shares of Common Stock (the "Merger") (the Private Placement and the Merger being hereinafter collectively referred to as the "Transactions"). Following the consummation of the Transactions, the Company will be renamed "Dyadic International, Inc."

The undersigned is currently the holder of outstanding shares of common stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common Stock as a result of the Merger. In connection with the Transactions, the Company has agreed to use its reasonable best efforts file a Form SB-2 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in order to register the resale of the shares of Common Stock sold in the Private Placement and certain of the shares of Common Stock received by existing Dyadic stockholders, including the undersigned, as a result of the Merger. The Company expects that the SEC will declare the Registration Statement effective on a date (the "Effective Date") that is no later than six (6) months following the consummation of the Merger (the "Outside Date"). As a condition to the consummation of the Merger, the Company and Dyadic have required, and as a condition to participating in the Private Placement, the placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares, including the undersigned, enter into lock up agreements with the Company by which they agree not to transfer the shares of Common Stock that they receive in the Merger for a specified period following consummation of the Transactions.

Dyadic International, Inc.
CCP Worldwide, Inc.

In consideration of the foregoing, to induce BMCI and SMH to serve as placement agents of the Private Placement and to induce the Company and Dyadic to consummate the Merger, the undersigned hereby:

(i) agrees that, without the prior written consent of the Company, BMCI and SMH (which consent may be withheld in their sole discretion), the undersigned will not, directly or indirectly, during a period between the date of the consummation of the Transactions and one (1) year after the earlier of the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a) publicly sell, contract to sell, or otherwise transfer any of the shares of Common Stock beneficially owned by the undersigned; or (b) privately sell, contract to sell or otherwise transfer (unless the proposed transferee agrees to be bound by the restrictions on transfer contained in this letter agreement) any of the shares of Common Stock beneficially owned by the undersigned; and

(ii) authorizes the Company during the Lock-Up Period to cause the Company's transfer agent to place a legend on any certificates representing, and to decline to transfer and to note stop transfer restrictions on the transfer books and records of the Company with respect to, the shares of Common Stock that are restricted from transfer by this letter agreement.

The undersigned represents and warrants that the undersigned has full power and authority to enter into the agreements set forth in this letter agreement, and that, upon request, the undersigned will execute any additional documents necessary in connection with its enforcement. The undersigned understands that the undersigned's obligations set forth in this letter agreement are irrevocable on the part of the undersigned and shall survive the undersigned's death or incapacity. Any obligations of the undersigned created by this letter agreement shall be binding upon the heirs, devisees, personal representatives, successors and assigns of the undersigned. The undersigned further understands that the consummation of the Transactions is subject to a number of conditions and may not ever occur, and as a consequence, this letter agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the abandonment of the Private Placement, in the event that the Transactions are not consummated on or before such later date.

Very truly yours,

Dated: October 19, 2004                         /s/ Alexander Bondar
      ----------------------------              --------------------------------
                                                Alexander Bondar

                                                              Richard Burlingame

LOCK-UP AGREEMENT

Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404 Jupiter, Florida 33477-5044

CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609

Re: Lock-Up of Shares of Common Stock

Ladies and Gentlemen:

The undersigned is delivering this letter agreement (this "letter agreement") to you in connection with and as a condition to (i) the closing of the private placement conducted by CCP Worldwide, Inc., a Delaware corporation (the "Company"), of "Investment Units" (the "Private Placement") consisting of shares of common stock of the Company (the "Common Stock") and warrants to purchase shares of the Common Stock ("Investor Warrants"), and (ii) the consummation of a reverse triangular merger between Dyadic International, Inc., a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company, pursuant to which Dyadic will become a wholly-owned subsidiary of the Company and Dyadic's shareholders will become the owners of shares of Common Stock (the "Merger") (the Private Placement and the Merger being hereinafter collectively referred to as the "Transactions"). Following the consummation of the Transactions, the Company will be renamed "Dyadic International, Inc."

The undersigned is currently the holder of outstanding shares of common stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common Stock as a result of the Merger. In connection with the Transactions, the Company has agreed to use its reasonable best efforts file a Form SB-2 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in order to register the resale of the shares of Common Stock sold in the Private Placement and certain of the shares of Common Stock received by existing Dyadic stockholders, including the undersigned, as a result of the Merger. The Company expects that the SEC will declare the Registration Statement effective on a date (the "Effective Date") that is no later than six (6) months following the consummation of the Merger (the "Outside Date"). As a condition to the consummation of the Merger, the Company and Dyadic have required, and as a condition to participating in the Private Placement, the placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares, including the undersigned, enter into lock up agreements with the Company by which they agree not to transfer the shares of Common Stock that they receive in the Merger for a specified period following consummation of the Transactions.

Dyadic International, Inc.
CCP Worldwide, Inc.

In consideration of the foregoing, to induce BMCI and SMH to serve as placement agents of the Private Placement and to induce the Company and Dyadic to consummate the Merger, the undersigned hereby:

(i) agrees that, without the prior written consent of the Company, BMCI and SMH (which consent may be withheld in their sole discretion), the undersigned will not, directly or indirectly, during a period between the date of the consummation of the Transactions and one (1) year after the earlier of the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a) publicly sell, contract to sell, or otherwise transfer any of the shares of Common Stock beneficially owned by the undersigned; or (b) privately sell, contract to sell or otherwise transfer (unless the proposed transferee agrees to be bound by the restrictions on transfer contained in this letter agreement) any of the shares of Common Stock beneficially owned by the undersigned; and

(ii) authorizes the Company during the Lock-Up Period to cause the Company's transfer agent to place a legend on any certificates representing, and to decline to transfer and to note stop transfer restrictions on the transfer books and records of the Company with respect to, the shares of Common Stock that are restricted from transfer by this letter agreement.

The undersigned represents and warrants that the undersigned has full power and authority to enter into the agreements set forth in this letter agreement, and that, upon request, the undersigned will execute any additional documents necessary in connection with its enforcement. The undersigned understands that the undersigned's obligations set forth in this letter agreement are irrevocable on the part of the undersigned and shall survive the undersigned's death or incapacity. Any obligations of the undersigned created by this letter agreement shall be binding upon the heirs, devisees, personal representatives, successors and assigns of the undersigned. The undersigned further understands that the consummation of the Transactions is subject to a number of conditions and may not ever occur, and as a consequence, this letter agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the abandonment of the Private Placement, in the event that the Transactions are not consummated on or before such later date.

Very truly yours,

Dated: 10/19/04                                 /s/ Richard Burlingame
      ----------------------------              --------------------------------
                                                Richard Burlingame

Rufus Gardner

LOCK-UP AGREEMENT

Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404 Jupiter, Florida 33477-5044

CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609

Re: Lock-Up of Shares of Common Stock

Ladies and Gentlemen:

The undersigned is delivering this letter agreement (this "letter agreement") to you in connection with and as a condition to (i) the closing of the private placement conducted by CCP Worldwide, Inc., a Delaware corporation (the "Company"), of "Investment Units" (the "Private Placement") consisting of shares of common stock of the Company (the "Common Stock") and warrants to purchase shares of the Common Stock ("Investor Warrants"), and (ii) the consummation of a reverse triangular merger between Dyadic International, Inc., a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company, pursuant to which Dyadic will become a wholly-owned subsidiary of the Company and Dyadic's shareholders will become the owners of shares of Common Stock (the "Merger") (the Private Placement and the Merger being hereinafter collectively referred to as the "Transactions"). Following the consummation of the Transactions, the Company will be renamed "Dyadic International, Inc."

The undersigned is currently the holder of outstanding shares of common stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common Stock as a result of the Merger. In connection with the Transactions, the Company has agreed to use its reasonable best efforts file a Form SB-2 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in order to register the resale of the shares of Common Stock sold in the Private Placement and certain of the shares of Common Stock received by existing Dyadic stockholders, including the undersigned, as a result of the Merger. The Company expects that the SEC will declare the Registration Statement effective on a date (the "Effective Date") that is no later than six (6) months following the consummation of the Merger (the "Outside Date"). As a condition to the consummation of the Merger, the Company and Dyadic have required, and as a condition to participating in the Private Placement, the placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares, including the undersigned, enter into lock up agreements with the Company by which they agree not to transfer the shares of Common Stock that they receive in the Merger for a specified period following consummation of the Transactions.

Dyadic International, Inc.
CCP Worldwide, Inc.

In consideration of the foregoing, to induce BMCI and SMH to serve as placement agents of the Private Placement and to induce the Company and Dyadic to consummate the Merger, the undersigned hereby:

(i) agrees that, without the prior written consent of the Company, BMCI and SMH (which consent may be withheld in their sole discretion), the undersigned will not, directly or indirectly, during a period between the date of the consummation of the Transactions and one (1) year after the earlier of the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a) publicly sell, contract to sell, or otherwise transfer any of the shares of Common Stock beneficially owned by the undersigned; or (b) privately sell, contract to sell or otherwise transfer (unless the proposed transferee agrees to be bound by the restrictions on transfer contained in this letter agreement) any of the shares of Common Stock beneficially owned by the undersigned; and

(ii) authorizes the Company during the Lock-Up Period to cause the Company's transfer agent to place a legend on any certificates representing, and to decline to transfer and to note stop transfer restrictions on the transfer books and records of the Company with respect to, the shares of Common Stock that are restricted from transfer by this letter agreement.

The undersigned represents and warrants that the undersigned has full power and authority to enter into the agreements set forth in this letter agreement, and that, upon request, the undersigned will execute any additional documents necessary in connection with its enforcement. The undersigned understands that the undersigned's obligations set forth in this letter agreement are irrevocable on the part of the undersigned and shall survive the undersigned's death or incapacity. Any obligations of the undersigned created by this letter agreement shall be binding upon the heirs, devisees, personal representatives, successors and assigns of the undersigned. The undersigned further understands that the consummation of the Transactions is subject to a number of conditions and may not ever occur, and as a consequence, this letter agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the abandonment of the Private Placement, in the event that the Transactions are not consummated on or before such later date.

Very truly yours,

Dated: 10/19/04                                 /s/ Rufus Gardner
      ----------------------------              --------------------------------
                                                Rufus Gardner

Thomas Bailey

LOCK-UP AGREEMENT

Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404 Jupiter, Florida 33477-5044

CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609

Re: Lock-Up of Shares of Common Stock

Ladies and Gentlemen:

The undersigned is delivering this letter agreement (this "letter agreement") to you in connection with and as a condition to (i) the closing of the private placement conducted by CCP Worldwide, Inc., a Delaware corporation (the "Company"), of "Investment Units" (the "Private Placement") consisting of shares of common stock of the Company (the "Common Stock") and warrants to purchase shares of the Common Stock ("Investor Warrants"), and (ii) the consummation of a reverse triangular merger between Dyadic International, Inc., a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company, pursuant to which Dyadic will become a wholly-owned subsidiary of the Company and Dyadic's shareholders will become the owners of shares of Common Stock (the "Merger") (the Private Placement and the Merger being hereinafter collectively referred to as the "Transactions"). Following the consummation of the Transactions, the Company will be renamed "Dyadic International, Inc."

The undersigned is currently the holder of outstanding shares of common stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common Stock as a result of the Merger. In connection with the Transactions, the Company has agreed to use its reasonable best efforts file a Form SB-2 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in order to register the resale of the shares of Common Stock sold in the Private Placement and certain of the shares of Common Stock received by existing Dyadic stockholders, including the undersigned, as a result of the Merger. The Company expects that the SEC will declare the Registration Statement effective on a date (the "Effective Date") that is no later than six (6) months following the consummation of the Merger (the "Outside Date"). As a condition to the consummation of the Merger, the Company and Dyadic have required, and as a condition to participating in the Private Placement, the placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares, including the undersigned, enter into lock up agreements with the Company by which they agree not to transfer the shares of Common Stock that they receive in the Merger for a specified period following consummation of the Transactions.

Dyadic International, Inc.
CCP Worldwide, Inc.

In consideration of the foregoing, to induce BMCI and SMH to serve as placement agents of the Private Placement and to induce the Company and Dyadic to consummate the Merger, the undersigned hereby:

(i) agrees that, without the prior written consent of the Company, BMCI and SMH (which consent may be withheld in their sole discretion), the undersigned will not, directly or indirectly, during a period between the date of the consummation of the Transactions and one (1) year after the earlier of the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a) publicly sell, contract to sell, or otherwise transfer any of the shares of Common Stock beneficially owned by the undersigned; or (b) privately sell, contract to sell or otherwise transfer (unless the proposed transferee agrees to be bound by the restrictions on transfer contained in this letter agreement) any of the shares of Common Stock beneficially owned by the undersigned; and

(ii) authorizes the Company during the Lock-Up Period to cause the Company's transfer agent to place a legend on any certificates representing, and to decline to transfer and to note stop transfer restrictions on the transfer books and records of the Company with respect to, the shares of Common Stock that are restricted from transfer by this letter agreement.

The undersigned represents and warrants that the undersigned has full power and authority to enter into the agreements set forth in this letter agreement, and that, upon request, the undersigned will execute any additional documents necessary in connection with its enforcement. The undersigned understands that the undersigned's obligations set forth in this letter agreement are irrevocable on the part of the undersigned and shall survive the undersigned's death or incapacity. Any obligations of the undersigned created by this letter agreement shall be binding upon the heirs, devisees, personal representatives, successors and assigns of the undersigned. The undersigned further understands that the consummation of the Transactions is subject to a number of conditions and may not ever occur, and as a consequence, this letter agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the abandonment of the Private Placement, in the event that the Transactions are not consummated on or before such later date.

Very truly yours,

Dated: 20/10/04                                 /s/ Thomas Bailey
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                                                Thomas Bailey

Kent Sproat

LOCK-UP AGREEMENT

Dyadic International, Inc.
140 Intracoastal Pointe Drive, Suite 404 Jupiter, Florida 33477-5044

CCP Worldwide, Inc.
6040-A Six Forks Road, Suite 179
Raleigh, North Carolina 27609

Re: Lock-Up of Shares of Common Stock

Ladies and Gentlemen:

The undersigned is delivering this letter agreement (this "letter agreement") to you in connection with and as a condition to (i) the closing of the private placement conducted by CCP Worldwide, Inc., a Delaware corporation (the "Company"), of "Investment Units" (the "Private Placement") consisting of shares of common stock of the Company (the "Common Stock") and warrants to purchase shares of the Common Stock ("Investor Warrants"), and (ii) the consummation of a reverse triangular merger between Dyadic International, Inc., a Florida corporation ("Dyadic"), and a wholly-owned subsidiary of the Company, pursuant to which Dyadic will become a wholly-owned subsidiary of the Company and Dyadic's shareholders will become the owners of shares of Common Stock (the "Merger") (the Private Placement and the Merger being hereinafter collectively referred to as the "Transactions"). Following the consummation of the Transactions, the Company will be renamed "Dyadic International, Inc."

The undersigned is currently the holder of outstanding shares of common stock of Dyadic ("Dyadic Shares") that will be exchanged for shares of Common Stock as a result of the Merger. In connection with the Transactions, the Company has agreed to use its reasonable best efforts file a Form SB-2 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in order to register the resale of the shares of Common Stock sold in the Private Placement and certain of the shares of Common Stock received by existing Dyadic stockholders, including the undersigned, as a result of the Merger. The Company expects that the SEC will declare the Registration Statement effective on a date (the "Effective Date") that is no later than six (6) months following the consummation of the Merger (the "Outside Date"). As a condition to the consummation of the Merger, the Company and Dyadic have required, and as a condition to participating in the Private Placement, the placement agents, Brean Murray & Co., Inc. ("BMCI") and Sanders Morris Harris Inc. ("SMH"), have required, that certain existing holders of Dyadic Shares, including the undersigned, enter into lock up agreements with the Company by which they agree not to transfer the shares of Common Stock that they receive in the Merger for a specified period following consummation of the Transactions.

Dyadic International, Inc.
CCP Worldwide, Inc.

In consideration of the foregoing, to induce BMCI and SMH to serve as placement agents of the Private Placement and to induce the Company and Dyadic to consummate the Merger, the undersigned hereby:

(i) agrees that, without the prior written consent of the Company, BMCI and SMH (which consent may be withheld in their sole discretion), the undersigned will not, directly or indirectly, during a period between the date of the consummation of the Transactions and one (1) year after the earlier of the Effective Date or the Outside Date (the "Lock-Up Period"), either: (a) publicly sell, contract to sell, or otherwise transfer any of the shares of Common Stock beneficially owned by the undersigned; or (b) privately sell, contract to sell or otherwise transfer (unless the proposed transferee agrees to be bound by the restrictions on transfer contained in this letter agreement) any of the shares of Common Stock beneficially owned by the undersigned; and

(ii) authorizes the Company during the Lock-Up Period to cause the Company's transfer agent to place a legend on any certificates representing, and to decline to transfer and to note stop transfer restrictions on the transfer books and records of the Company with respect to, the shares of Common Stock that are restricted from transfer by this letter agreement.

The undersigned represents and warrants that the undersigned has full power and authority to enter into the agreements set forth in this letter agreement, and that, upon request, the undersigned will execute any additional documents necessary in connection with its enforcement. The undersigned understands that the undersigned's obligations set forth in this letter agreement are irrevocable on the part of the undersigned and shall survive the undersigned's death or incapacity. Any obligations of the undersigned created by this letter agreement shall be binding upon the heirs, devisees, personal representatives, successors and assigns of the undersigned. The undersigned further understands that the consummation of the Transactions is subject to a number of conditions and may not ever occur, and as a consequence, this letter agreement shall expire on the last to occur of (x) November 5, 2004 or (y) the abandonment of the Private Placement, in the event that the Transactions are not consummated on or before such later date.

Very truly yours,

Dated: October 19, 2004                         /s/ Kent M. Sproat
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                                                Kent M. Sproat