6401 Hollis Street, Suite 125Emeryville, CA 94608

www.lyris.com

CONTINGENCY PLACEMENT FEE AGREEMENT

This contract is entered into by and between :Lyris, Inc. [the Company] with its principal place of business at 6401 Hollis Street, Emeryville, CA, USA, and Patria Hjermstad [the Recruiter] with her principal place of business at 4492 Camino de la Plaza, Suite 901, San Ysidro, CA 92173.

The Company desires the assistance of the Recruiter in searching for, screening and recruiting qualified job candidates to join Lyris as full time employees. The parties agree as follows:

1. Company agrees to enter into a non-exclusive contingency recruiting contract with Recruiter in accordance with the following terms and conditions. Company retains the right to enter into non-exclusive recruiting contracts with other individuals and recruiting firms.

2. Term. This contract shall commence on the date signed by both parties and continue for one (1) year thereafter, after which time it can be renewed by agreement of both parties. Either party may terminate this contract at any time during the initial term or any additional term thereafter with or without cause by providing the other with thirty (30) days written notice of termination.

3. If Recruiter terminates the contract prior to the completion of the one year term, any candidates presented are free to be hired without fee. If the Company terminates the contract, the Company will owe the contingency fee for any candidate Recruiter has presented if hired by the Company into any position within six months of the contract termination.

4. For purposes of this contract, “contingency fee” means that Company will pay Recruiter a fee only if Recruiter identifies a qualified candidate for the Company, and the Company enters into an employment agreement with the candidate, all in accordance with the terms of this Agreement.

5. Recruiting Fee: The contingency placement fee for the services of Recruiter is 15% percent of the estimated annual base earnings of the candidate (base excludes any incentive compensation not considered part of the employee’s annual base earnings).

6. Payment of the fee is due 15 days after the candidate successfully completes a 30 day term of employment.

7. While it is the Company’s practice to focus searches with the fewest recruiters possible, in the event, two or more individuals or search firms present the same candidate to Company, the first to present the candidate, either through email, resume submission or a phone call or voicemail, shall be the only entity eligible for a fee from Company.

8. Recruiter agrees to adhere to the highest standards of conduct required in seeking out, screening and presenting candidates. Candidates presented should be adequately screened and appropriate background reference checks, should be conducted to ensure candidate’s credentials and professional stature are reasonably confirmed. Notwithstanding any background checking the Recruiter is expected to complete, the Company will execute, and bear the cost of, a HireRight Background check of any candidate where an offer of employment is expected to be issued.

9. 90-Day Guarantee: Should a candidate the Recruiter places with the Company resign or be terminated for cause any reason within ninety (90) calendar days) of the start date, the Recruiter will replace the candidate within sixty (60) days. Should the Recruiter not provide an appropriate replacement within sixty (60) days the fee will be refunded in full to the Company.

10. 180 day Guarantee: Should a candidate the Recruiter places with the Company resign or is terminated for any reason within 180 days of the start date, the Recruiter may be engaged, at the Company’s discretion, to replace the candidate, at a 2/3 contingency fee.

11. The Recruiter agrees to refrain from approaching any Company employees to consider employment opportunities outside of the Company, unless the Company is aware of and condones the interest.

12. The relationship between the parties to this contract is that of independent contractors. Nothing contained herein is intended to create an employment relationship or an agency relationship between these parties.

13. Neither party may assign their rights or responsibilities under this contract without the expressed written consent of the other.

14. In the event of a dispute, controversy, or misunderstanding between the parties arising out of any of the terms of this contract, the parties acknowledge California as the appropriate form for resolving said dispute, controversy, or misunderstanding and this contract shall be governed by California law.

15. This contract constitutes the entire agreement of the parties. No amendment or modification shall be effective unless in writing and signed by the parties hereto. Unless attached and incorporated herein, no prior contract, understanding, or verbal representation will be binding on either party.

16. Recruiter will refer qualified candidates without regard to race, color, national origin, religion, sex, age, sexual orientation, marital status, or disability. In other words, candidates presented by Recruiter should be the best qualified based upon the criteria provided by the Company and the Firm’s judgment of skills, experience, and professional qualifications.

17. We have requested resumes and other candidate information from the Recruiter and agree to the terms above for any applicant we employ through the efforts of the Recruiter.

SIGNATURE BLOCK FOLLOWS

The undersigned is authorized to enter into this agreement.

________________________ ___________________________

Recruiter Lyris, Inc.