CAPITAL CONTRIBUTION AND JOINT VENTURE AGREEMENT

Joint Venture JV Agreement

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Brand Builders International, LLC | BRAND BUILDERS RX, LLC | HYDRON TECHNOLOGIES, INC

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Title: CAPITAL CONTRIBUTION AND JOINT VENTURE AGREEMENT
Governing Law: Florida Date: 11/18/2008
Industry: Personal and Household Prods. Law Firm: Ruden McClosky Sector: Consumer/Non-Cyclical

EXHIBIT 10.1

CAPITAL CONTRIBUTION AND JOINT VENTURE AGREEMENT

By and Between

HYDRON TECHNOLOGIES, INC.

and

BRAND BUILDERS RX, LLC

October 1, 2008

TABLE OF CONTENTS ¹

Page

ARTICLE I DEFINITIONS

1.1

Defined Terms .

1.2

Principles of Construction .

ARTICLE II ORGANIZATION OF THE COMPANY; EXPENSES; CAPITAL CONTRIBUTIONS; CLOSING

2.1

Organization; Expenses .

2.2

Capital Contributions .

2.3

Closing . .

ARTICLE III REPRESENTATIONS AND WARRANTIES

3.1

Representations and Warranties of Hydron .

3.2

Representations and Warranties of Harezi .

ARTICLE IV COVENANTS

4.1

Commercially Reasonable Efforts .

4.2

Marketing .

4.3

Company Assumption of Obligation to Pay Royalties Under Hydron Agreement

4.4

Further Assurances . .

ARTICLE V CONDITIONS PRECEDENT

5.1

Conditions Precedent to the Obligations of Each of the Parties .

5.2

Conditions Precedent to the Obligations of Hydron .

5.3

Conditions Precedent to the Obligations of Harezi .

ARTICLE VI SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

6.1

Survival of Representations .

6.2

Harezi Indemnification .

6.3

Hydron Indemnification . .

6.4

Limitations .

ARTICLE VII MISCELLANEOUS

7.1

Fees and Expenses .

7.2

Confidentiality ..

__________________

¹	This Table of Contents is provided for convenience only, and does not form a part of the attached Capital Contribution and Joint Venture Agreement.

7.3

Public Announcements .

7.4

Notices .

7.5

Entire Agreement .

7.6

Binding Effect; Benefit; Assignment .

7.7

Amendments and Waivers .

7.8

Counterparts ..

7.9

Applicable Law .

7.10

Jurisdiction .

7.11

Severability .

SCHEDULES AND EXHIBITS

Schedules

Schedule 1

Hydron Contracts

Schedule 2

Hydron Equipment

Schedule 3

Hydron Inventory

Schedule 4

Hydron Intellectual Property

Schedule 5

Hydron Accounts Receivable

Schedule 6

Hydron Other Assets

Exhibits

Exhibit A

LLC Agreement

Exhibit B

Bill of Sale

Exhibit C

Assignment and Assumption Agreement

Exhibit D

License Agreement

Exhibit E

Management Services Agreement

CAPITAL CONTRIBUTION AND JOINT VENTURE AGREEMENT, made as of October 1, 2008 (this “ Agreement ”), by and between HYDRON TECHNOLOGIES, INC., a New York corporation (“ Hydron ”), and BRAND BUILDERS INTERNATIONAL, LLC, a Delaware limited liability company (“ Harezi ”; each of Hydron and Harezi, a “ Party ” and collectively, the “ Parties ”).

W I T N E S S E T H :

WHEREAS , the Parties desire to form a joint venture to own and operate the JV Business (as such term is defined below);

WHEREAS , to effectuate their intent the Parties deem it advisable to form a limited liability company and contribute certain assets to such limited liability company and to have such limited liability company assume certain executory obligations relating to the contributed assets only; and

WHEREAS , in order to set forth certain terms and conditions upon which the foregoing will be accomplished, the Parties desire to enter into this Agreement.

NOW, THEREFORE , in consideration of the premises and the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ Affiliate ” means and includes, with reference to any Person, any other Person, Controlling, Controlled by or under common Control with such Person.

“ Agreement ” means this Capital Contribution and Joint Venture Agreement, as the same may be amended, restated, modified and/or supplemented from time to time.

“Assignment and Assumption Agreement” means the Assignment and Assumption Agreement between Hydron and the Company in the form attached as Exhibit C hereto.

“Assumed Liabilities” means the liabilities and obligations relating to the ownership of the assets contributed or licensed by the Parties pursuant to this Agreement, the LLC Agreement or the License Agreement.

“Bill of Sale” means the Bill of Sale in the form attached as Exhibit B hereto.

“ Board of Managers ” has the meaning given to such term in the LLC Agreement.

“ Business Day ” means any day, excluding Saturday, Sunday or any day which shall be a legal holiday in the State of Florida.

“ Capital Account ” has the meaning given to such term in the LLC Agreement.

“ Capital Contribution ” has the meaning given to such term in the LLC Agreement.

“Cash Capital Contribution” has the meaning given to such term in Section 2.1(b).

“ Closing ” has the meaning set forth in Section 2.3.

“ Closing Date ” has the meaning set forth in Section 2.3.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Company ” means Brand Builders RX, LLC, a Delaware limited liability company.

“ Company Certificate of Formation ” has the meaning set forth in Section 5.1(a)(i).

“ Encumbrances ” means all liens, encumbrances, restrictions and claims of every kind and character.

“Excluded Hydron Assets” means (i) all right, title or interest, including any right of reversion of Hydron in royalty payments payable pursuant to that certain agreement (the “ Hydron Agreement ”) originally between GP Strategies Corporation (f/k/a National Patent Development Corporation) and Hydron, as amended, whether in the form of direct payments to Hydron or indirect receipt of distributions relating to Hydron’s interest in Hydron Royalty Partners Ltd., LLLP, a Florida limited liability partnership (the “ Hydron Partnership ”), its successors or assigns, (ii) all cash, other than Cash Capital Contributions, (iii) all ownership interest and other rights, including rights as a licensee in any Hydron Intellectual Property except as expressly licensed to Company pursuant to the License Agreement and (iv) all other assets not relating to the Hydron Business except to the extent expressly contributed or conveyed pursuant to this Agreement and the LLC Agreement.

“Fair Value” as used in this Agreement and in the LLC Agreement means the Parties’ agreement as to a reasonable estimate of the potential market price of a good, service, or asset, even where no market exists, taking into account preexisting conditions and such factors as:

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•

relative scarcity

•

perceived utility (subjective value based on a particular need)

•

risk characteristics

•

replacement costs, or costs of close substitutes

•

production/distribution costs, including a cost of capital

“Harezi” has the meaning set forth in the introductory paragraph to the Agreement.

“Harezi Capital Contribution” has the meaning set forth in Section 2.2(b).

“Hydron” has the meaning set forth in the introductory paragraph to the Agreement.

“Hydron Accounts Receivable” means the accounts receivable to be contributed by Hydron to the Company pursuant to this Agreement and the LLC Agreement as set forth on Schedule 5 hereto.

“Hydron Assets” means the assets to be contributed by Hydron to the Company pursuant to this Agreement and the LLC Agreement as set forth on Schedules 1, 2, 3, 4, 5 and 6 hereto.

“Hydron Business” means Hydron’s business of developing, manufacturing, marketing and selling a broad range of proprietary oral and healthcare products, including cosmetic treatments and acne products employing its patented evaporating emulsifier technology, skin care products employing formulas containing a moisture-attracting ingredient (the “ Hydron polymer ”) that provides superior skin moisturization benefits and sunscreen delivery, and a wrinkle reduction serum using a patented formula; as well as the contract manufacturing business acquired by Hydron from Clinical Resources, Inc.

“ Hydron Capital Contribution ” has the meaning set forth in Section 2.2 (a).

“Hydron Cash Capital Contribution” has the meaning set forth in Section 2.2(a).

“Hydron Contracts” means the contracts to be contributed by Hydron to the Company pursuant to this Agreement and the LLC Agreement as set forth on Schedule 1 hereto.

“Hydron Equipment ” means the equipment to be contributed by Hydron to the Company pursuant to this Agreement and the LLC Agreement as set forth on Schedule 2 hereto.

“Hydron Inventory” means the inventory to be contributed by Hydron to the Company pursuant to this Agreement and the LLC Agreement as set forth on Schedule 3 hereto.

“ Hydron Intellectual Property ” means any and all current and future registered and unregistered trademarks, service marks, patents, patent applications, inventions and

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discoveries, registered and unregistered copyrights, all rights in mask works, trade secrets, confidential information, software and other intellectual property, owned, used or licensed by Hydron, except as included in Excluded Hydron Assets, as set forth on Schedule 4 hereto and to be contributed as licensed or sublicensed rights to the Company pursuant to this Agreement and the License Agreement attached as Exhibit D .

“ Hydron Licenses ” has the meaning set forth in Section 2.2(a).

“Hydron Other Assets” means the furniture, office supplies, miscellaneous other supplies and general intangible assets and all other assets to be contributed by Hydron to the Company pursuant to this Agreement and the LLC Agreement as set forth on Schedule 6 hereto.

“ JV Business ” means the business owned and operated by the Company after the Closing which shall include the Hydron Business.

“ LLC Agreement ” means the Limited Liability Company Agreement of the Company substantially the form of Exhibit A attached hereto.

“License Agreement” means the License Agreement between Hydron and the Company substantially in the form of Exhibit D hereto.

“ Losses ” has the meaning set forth in Section 6.2.

“ Management Services Agreement ” means the certain agreement between the Company and Harezi in the form of Exhibit E hereto.

“ Membership Interest ” means, with respect to each Party, its respective interest in the Company as determined in accordance with the LLC Agreement.

“ Operative Agreements ” means this Agreement and the Related Agreements.

“ Party ” and “ Parties ” has the meaning set forth in the introductory paragraph of this Agreement.

“Permitted Encumbrances” means any lien, liability or obligation relating to an Asset to be contributed or licensed or sublicensed hereby and under the LLC Agreement or the License Agreement that is an Assumed Liability, and including any lien, liability or obligation arising under any Related Agreement.

“ Person ” means and include any individual, partnership, association, joint stock company, joint venture, corporation, trust, limited liability company, unincorporated organization, government, agency or political subdivision thereof.

“ Related Agreements ” means the LLC Agreement, the Assignment and Assumption Agreement, the Bill of Sale, License Agreement and the Management Services Agreement collectively.

“ Securities Act ” means the Securities Act of 1933, as amended.

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1.2

Principles of Construction .

(a) The following rules shall apply to the construction of this Agreement unless the context requires otherwise: (i) the singular includes the plural, and the plural the singular; (ii) words importing any gender include the other gender and the neuter gender; (iii) references to statutes are to be construed as including all statutory provisions consolidating, and all regulations promulgated pursuant to, such statutes; (iv) references to “writing” include printing, photocopy, typing, lithography and other means of reproducing words in a tangible visible form; (v) the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; (vi) references to the introductory paragraph, recitals, sections (or clauses or subdivisions of sections), exhibits or schedules are to those of this Agreement unless otherwise indicated; (vii) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent that such amendments and other modifications are permitted or not prohibited by the terms of this Agreement; (viii) the table of contents and the section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose; (ix) references to Persons include their respective permitted successors and assigns; and (x) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(b) The Operative Agreements are the result of negotiations among and have been reviewed by counsel to the Parties and are the products of all Parties. Accordingly, they shall not be construed against any Party merely because of such Party’s involvement in their preparation.

ARTICLE II

ORGANIZATION OF THE COMPANY; EXPENSES; CAPITAL CONTRIBUTIONS; CLOSING

2.1

Organization; Expenses .

(a) The Company is a limited liability company formed under the laws of the State of Delaware, having its principal offices located at Delray Beach, Florida, or such location as is set forth in the Company’s Certificate of Formation.

(b) All legal, accounting and other out-of-pocket costs of the establishment of the JV Business, including, without limitation, the costs relating to the formation of the Company as a limited liability company as contemplated by Section 2.1(a) (including organizational changes and amendments to organizational documents that may be made on or before the Closing Date) and the costs of preparation of this Agreement, the LLC Agreement, the License Agreement, the Bill of Sale, the Assumption Agreements and other agreements, instruments and documents contemplated thereby shall be paid by Hydron and reflected as Capital Contribution to the Company and included in the Capital Account of Hydron.

(c) Except as provided in Section 2.1 (b) above, each Party shall bear its own professional fees and related costs (including fees and costs of accountants, attorneys, business

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consultants, tax advisors and appraisers) incurred by it relating to itself or its respective businesses.

2.2

Capital Contributions .

On or prior to the Closing Date, Hydron shall contribute to the Company, free and clear of all Encumbrances, all of the assets, properties, rights, services and interests of the Hydron Business, other than the Excluded Hydron Assets (the “ Hydron Assets ”), set forth in Schedules 1, 2, 3, 4 and 5 hereto. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, it is hereby expressly acknowledged and agreed by the Parties that (x) Hydron shall own, or pursuant to the Hydron Licenses, license all right, title and interest in and to the Hydron Intellectual Property prior to, on and after the Closing, and it is the intention of the parties that the only rights to be conveyed to the Company with respect to the Hydron Intellectual Property are those rights as set forth in the License Agreement, which rights expressly shall not include any Excluded Hydron Asset, (y) no such right, title or interest shall be transferred, or required to be transferred, to the Company pursuant to this Agreement or the LLC Agreement or the transactions contemplated hereby or thereby, and (z) the Company shall have no right to receive any distributions payable by Hydron Partnership to Hydron or otherwise directly or indirectly payable under the Hydron Agreement. In addition to the contribution of the Hydron Assets, on or before the Closing Date, Hydron shall contribute an additional amount up to a total of Two Hundred Thousand Dollars and No Cents ($200,000.00) which shall be deemed a Cash Capital Contribution (the “ Hydron Cash Capital Contribution ”) and credited to Hydron’s Capital Account. In consideration for Hydron’s Capital Contributions as provided in this Section 2.2(a) (collectively, the “ Hydron Capital Contributions ”), the Parties shall cause the Company to credit the Capital Account of Hydron in the amount of Six Hundred Ninety Thousand Three Hundred Three and 30/100 Dollars ($690,303.30) , representing the greater of the Fair Value or carry-over tax basis of the Hydron Assets, and issue to Hydron a Membership Interest in the Company in an aggregate amount equal to fifty percent (50%) of the Membership Interests to be issued on the Closing Date, in accordance with the LLC Agreement; provided , however , that any additional Capital Contribution by Hydron shall not increase the Membership Interest of Hydron to more than fifty percent (50%).

(a) On or after the Closing Date, Harezi agrees that it shall contribute to the Company certain good and valuable consideration, including but not limited to, contributions of (i) guarantees of certain obligations of the Company, including under real and personal property leases, and obligations to banks or other financial institutions, (ii) the payment of certain expenses of the Company and (iii) cash contributions for operating expenses (collectively, the “ Harezi Capital Contribution ”). In consideration for Harezi’s initial Capital Contribution made on the Closing Date as provided in this Section 2.2(a), the Parties shall cause the Company to credit the Capital Account of Harezi on the Closing Date in the amount of Fifty Thousand Dollars and No Cents ($50,000) and shall credit the Capital Account of Harezi in such additional amounts from time to time equal to the greater of the Fair Value or carry over tax basis of any additional Capital Contribution made by Harezi, and shall issue to Harezi a Membership Interest in the Company equal to fifty percent (50%) of the Membership Interests to be issued on the Closing Date, in accordance with the LLC Agreement; provided , however , that any additional Capital Contribution by Harezi shall not increase the Membership Interest of Harezi to more than fifty percent (50%).

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(b) Except as set forth in Sections 2.2(a) and (b) of this Agreement and in the LLC Agreement, neither Hydron nor Harezi shall be required to transfer or contribute any assets, properties, rights, services or interests to the Company; provided , however , that Hydron and Harezi or its Affiliates may, but are not obligated to, provide certain incidental administrative and technical services to the Company without affecting their respective Capital Account balances or Membership Interests.

(c) The sale, transfer and conveyance of the Hydron Assets (other than the Hydron Intellectual Property which shall be granted in accordance with the License Agreement) shall be effected in accordance with this Agreement, the LLC Agreement, the Assignment and Assumption Agreement and the Bill of Sale by execution and delivery of such agreements, instruments and other documents on or prior to the Closing Date, duly executed by Hydron as reasonably necessary to vest in the Company all right, title and interest in and to such Hydron Assets (other than the Hydron Intellectual Property a license for which shall be granted in accordance with the License Agreement to be executed and delivered on or prior to the Closing Date), free and clear of all Encumbrances, other than Permitted Encumbrances.

2.3 Closing . The closing of the transactions contemplated herein (the “ Closing ”) shall take place at the offices of Ruden McClosky Smith Schuster & Russell, P.A., 200 East Broward Boulevard, Fort Lauderdale, Florida 33301, at 10:00 a.m. (Florida time) on October 1, 2008, or at such other place or time or on such other date as the Parties may agree (the date of the Closing being referred to as the “ Closing Date ”).

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Hydron . Hydron hereby represents and warrants to each of Harezi and the Company (which shall be an intended beneficiary of such representations and warranties) as follows:

(a) it has the corporate power and authority to enter into this Agreement and each of the Related Agreements to which it is a party and to perform its obligations hereunder and thereunder;

(b) this Agreement and each of the Related Agreements to which it is a party will when entered into constitute its valid and legally binding obligation, enforceable in accordance with the terms hereof and thereof except as may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance;

(c) neither the execution and the delivery of this Agreement nor any of the Related Agreements to which it is a party, nor the consummation of the transactions contemplated hereby and thereby by it, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency or court to which it is subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease,

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license, instrument or other material arrangement to which it is a party or by which it is bound or to which any of its material assets is subject (or result in the imposition of any lien, security interest or other encumbrance upon any of its assets);

(d) it need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Person not already been obtained in order to consummate the transactions contemplated by this Agreement and the Related Agreements to which it is a party;

(e) on or prior to the Closing Date, Hydron shall contribute to the Company, free and clear of all Encumbrances, other than Permitted Encumbrances, the Hydron Assets, including but not limited to, the rights granted under the License Agreement, and the Hydron Cash Capital Contribution set forth in Section 2.2(a), and the Company shall receive the benefit of the Hydron Assets, including but not limited to, the rights granted under the License Agreement, and Hydron’s Cash Capital Contribution, free and clear of all Encumbrances, other than Permitted Encumbrances;

(f) it is acquiring its Membership Interest hereunder for its own account, for investment only and not with a view to, or sale in connection with, a distribution thereof within the meaning of the Securities Act;

(g) no agent, broker, Person or firm acting on its behalf is, or will be, entitled to any commission or broker’s or finder’s fees from any of the Parties hereto, or from any Affiliate of any of the Parties hereto, in connection with any of the transactions contemplated hereby; and

(h) the representations and warranties made by it in this Section 3.1 do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Section 3.1 not misleading.

3.2 Representations and Warranties of Harezi . Harezi hereby represents and warrants to each of Hydron and the Company (which shall be an intended beneficiary of such representation) as follows:

(a) it has the power and authority as a limited liability company to enter into this Agreement and the Related Agreements to which it is a party and to perform its obligations hereunder and thereunder;

(b) this Agreement and each of the Related Agreements to which it is a party will when entered into constitute its valid and legally binding obligation, enforceable in accordance with the terms hereof except as may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance;

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governmental agency or court to which it is subject or any provision of its certificate or articles of incorporation, bylaws or other organizational documents or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument or other material arrangement to which it is a party or by which it is bound or to which any of its material assets is subject (or result in the imposition of any lien, security interest or other encumbrance upon any of its assets);

(e) on or after the Closing Date, Harezi shall contribute to the Company, free and clear of all Encumbrances, other than Permitted Encumbrances, the Harezi Capital Contribution, and the Company shall receive the benefit of the Harezi Capital Contribution, free and clear of all Encumbrances, other than Permitted Encumbrances;

(f) it is acquiring the Membership Interest hereunder for its own account, for investment only and not with a view to, or sale in connection with, a distribution thereof within the meaning of the Securities Act;

(h) the representations and warranties made by it in this Section 3.2 do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Section 3.2 not misleading.

ARTICLE IV

COVENANTS

4.1 Commercially Reasonable Efforts . Each Party shall cooperate and use its respective commercially reasonable efforts to take, or cause to be taken, all appropriate action and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, its respective commercially reasonable efforts to obtain, prior to the Closing, all licenses, consents, approvals, authorizations, qualifications and orders of governmental authorities as are necessary for consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Closing.

4.2 Marketing . Harezi shall employ resources provided to it or its Affiliate in connection with the development of a marketing program for the JV Business employing television and other media production, graphics design and other marketing services.

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4.3 Company Assumption of Obligation to Pay Royalties Under Hydron Agreement . Pursuant to the Assignment and Assumption Agreement, the Company shall assume and agree to pay the obligation to pay royalties in connection with the sale of products using the Hydron polymer from the date of Closing.

4.4 Further Assurances . From time to time after the Closing, in case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request.

ARTICLE V

CONDITIONS PRECEDENT

5.1 Conditions Precedent to the Obligations of Each of the Parties . The obligation of each of the Parties to consummate the transactions contemplated hereby is subject to the satisfaction or waiver by such Party on or before the Closing, of the following conditions precedent:

(a)

Formation of the Company .

(i) The Company shall have been duly established under the laws of the State of Delaware and, in connection therewith, the Certificate of Formation of the Company (the “ Company Certificate of Formation ”) and any amendments thereto shall have been filed with the Secretary of State of the State of Delaware;

(ii) On or prior to the Closing Date, each of Ilonka Harezi (or Courtland Reeves), David Pollock, Richard Banakus and Felipe Barrios shall have been appointed to the Board of Managers of the Company in accordance with the terms of the LLC Agreement.

(b) No Injunction . No preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority and remain in effect at the Closing Date which prohibits, and no preliminary or permanent injunction or other order shall be pending or threatened which would prohibit, the consummation of the transactions contemplated by this Agreement or the Related Agreements or which has or would have the effect of making any of the transactions contemplated by this Agreement or the Related Agreements illegal (each Party agreeing to use its commercially reasonable efforts to have any such issued injunction or order lifted).

(c) Statutes; Governmental Approvals . No statute, rule, regulation, executive order, decree or order of any kind shall have been enacted, entered, promulgated or enforced by any court or governmental authority which prohibits the consummation of the transactions contemplated by this Agreement or the Related Agreements or has the effect of making the transactions contemplated by any of this Agreement or the Related Agreements illegal. All governmental and other consents and approvals, if any, necessary to permit the consummation of the transactions contemplated by this Agreement and the Related Agreements shall have been received.

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(d) Accuracy of Representations and Warranties . All representations and warranties of each Party contained herein and in each of the Related Agreements to which it is a party shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date and each Party shall have delivered to the other Party a certificate, dated the Closing Date, certifying that its representations and warranties contained herein and therein are true.

5.2 Conditions Precedent to the Obligations of Hydron . The obligation of Hydron to consummate the transactions contemplated hereby and in the other Operative Agreements is additionally subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent:

(a) Executed Agreements . On or before the Closing Date, the following agreements shall have been duly executed and delivered by each of the respective parties thereto (other than Hydron or its Affiliates, as the case may be):

(i)

the LLC Agreement;

(ii)

the Bill of Sale;

(iii)

the Assignment and Assumption Agreement;

(iv)

the License Agreement; and

(v)

the Management Services Agreement.

(b) Proceedings . All proceedings to be taken in connection with the transactions contemplated by this Agreement and the Related Agreements and all documents incident thereto shall be satisfactory in form and substance to Hydron and its counsel, and First American shall have received copies of all such documents and other evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

(c) No Changes . As of the Closing Date, no event or circumstance shall have occurred which would substantially and negatively affect the value or prospects of the Company or the membership interests of the Company to be acquired by Hydron hereunder or which would impair the value of Hydron’s rights under any of the Operative Agreements to which Hydron is a party.

(d) Company Documents . On or before the Closing Date the Company’s Certificate of Formation shall be filed with the Secretary of State of Delaware and the Company shall be qualified to do business in the State of Florida. Hydron shall receive a certificate from the Secretary of State or other appropriate official in Delaware and Florida and each other State in which the Company is qualified to do business to the effect that the Company is in good standing or validly existing in such State.

(e) Authorization . As of the Closing Date, all proceedings (including, without limitation, all limited liability company proceedings of the Company, if any) to be taken

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in connection with the transactions contemplated by the Operative Agreements to which any Party, the Company or any Company Subsidiary is a party and all documents incident hereto and thereto shall be satisfactory in form and substance to Hydron and Hydron shall have received copies of all such documents and other evidences as it may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

5.3 Conditions Precedent to the Obligations of Harezi . The obligation of Harezi to consummate the transactions contemplated hereby and in the other Operative Agreements is additionally subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent:

(a) Executed Agreements . On or before the Closing Date, the agreements in Section 5.2(a) shall have been duly executed and delivered by each of the respective parties thereto (other than by Harezi).

(b) Proceedings . All proceedings to be taken in connection with the transactions contemplated by this Agreement and the Related Agreements and all documents incident thereto shall be satisfactory in form and substance to Harezi and its counsel, and Harezi shall have received copies of all such documents and other evidences as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

(c) No Changes . As of the Closing Date, no event or circumstance shall have occurred which would substantially and negatively affect the value or prospects of the Company or the membership interests of the Company to be acquired by Harezi hereunder or which would impair the value of Harezi’s rights under any of the Operative Agreements to which Harezi is a party.

(d) Company Documents . On or before the Closing Date the Company’s Certificate of Formation shall be filed with the Secretary of State of Delaware and the Company shall be qualified to do business in the State of Florida. Harezi shall receive a certificate from the Secretary of State or other appropriate official in Delaware and Florida and each other State in which the Company is qualified to do business to the effect that the Company is in good standing or validly existing in such State.

(e) Authorization . As of the Closing Date, all proceedings (including, without limitation, all limited liability company proceedings of the Company, if any) to be taken in connection with the transactions contemplated by the Operative Agreements to which any Party, the Company is a party and all documents incident hereto and thereto shall be satisfactory in form and substance to Harezi and Harezi shall have received copies of all such documents and other evidences as it may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

ARTICLE VI

SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

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6.1 Survival of Representations . The representations and warranties of the Parties contained in Article III (and in any Schedule or Exhibit attached hereto or to the Operative Documents or in any certificate delivered in connection with the Closing) are made only as of the date of this Agreement. Such representations and warranties shall survive for a period of eighteen (18) months following the Closing Date; provided, however , that the representations and warranties contained in Sections 3.1(a), 3.1(b), 3.1(g), 3.2(a), 3.2(b) and 3.2(g) shall survive indefinitely.

6.2 Harezi Indemnification . Harezi agrees to indemnify and hold Hydron and its Affiliates and their respective officers, directors, managers, stockholders, partners, members, employees, agents and any successors thereto harmless, on an after-tax basis, from any and all losses, claims, liabilities, obligations, damages, costs and expenses (including reasonable attorney fees) (collectively, “ Losses ”) incurred or paid as a result of or arising out of the failure of any representation or warranty made by it in Section 3.1 of this Agreement (or in any Schedule or Exhibit attached hereto or to any Related Agreement to which it is a party, or in any certificate delivered by it in connection with the Closing) to be true and correct as of the date hereof.

6.3 Hydron Indemnification . Hydron agrees to indemnify and hold Harezi and its Affiliates and their respective officers, directors, managers, stockholders, partners, members, employees, agents and any successors thereto harmless, on an after-tax basis, from any and all Losses incurred or paid as a result of or arising out of the failure of any representation or warranty made by Hydron in Section 3.2 of this Agreement (or in any Schedule or Exhibit attached hereto or to any Related Agreement to which it is a party, or in any certificate delivered by Hydron in connection with the Closing) to be true and correct as of the date hereof.

6.4 Limitations . The obligations to indemnify and hold harmless pursuant to this Article VI shall survive the consummation of the transactions contemplated by this Agreement for the time periods set forth in Section 6.1, except for claims for indemnification asserted prior to the end of such periods, which claims shall survive until final resolution thereof.

ARTICLE VII

MISCELLANEOUS

7.1 Fees and Expenses . Except as provided in Section 2.1 above, all costs and expenses incurred in connection with this Agreement and the other Operative Agreements and the consummation of the transactions contemplated hereby and thereby shall be paid by the Party incurring such costs and expenses.

7.2 Confidentiality . Subject to the requirements of applicable law, each Party shall maintain in confidence all information (i) transferred to the Company as a result of the Operative Agreements and (ii) all information received from the other Parties as a result of any due diligence investigation conducted relative to the execution of the Agreement and shall use such information only for the benefit of the Company and or in connection with evaluating the transactions contemplated hereby, except in accordance with the immediately succeeding sentence, shall not disclose any such information to (x) any employee or agent of such Party, except to the extent necessary to implement the purpose and intent of this Agreement or (y) a

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third party or make any unauthorized use thereof. The obligation of confidentiality and non-use shall not apply to any information which (a) is or becomes generally available to the public through no fault of the receiving party, (b) is independently developed by the receiving party or (c) is received in good faith from a third party who is lawfully in possession of such information and has the lawful right to disclose or use it. Notwithstanding anything contained in this Agreement or in any other document, agreement or understanding relating to the transactions contemplated by this Agreement, each Party (and each employee, representative, or other agent of such Party) is authorized to disclose to any and all persons, beginning immediately upon commencement of discussions regarding the transactions contemplated by this Agreement, and without limitation of any kind, the U.S. federal, state or local tax treatment and tax structure of such transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to such Party (or any employee, representative, or other agent of such Party) relating to such tax treatment and tax structure. For purposes of this authorization, the “tax treatment” of a transaction means the purported or claimed tax treatment of the transaction, and the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed tax treatment of the transaction. None of the parties to the transactions contemplated by this Agreement provides U.S. tax advice, and each such party should consult its own advisors regarding its participation in the transactions contemplated by this Agreement.

7.3 Public Announcements . No Party shall issue any such press release or make any such public statement with respect to the transactions contemplated by the Operative Agreements without the written consent of other Party, unless required by applicable law.

7.4 Notices . All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if sent by U.S. registered or certified mail (postage prepaid, return receipt requested), by overnight courier (delivery fees prepaid), or by facsimile, addressed as follows:

if to Harezi, to:

Brand Builders International, LLC

645 East Atlantic Avenue

Delray Beach, Florida

Facsimile: 561-665-4245

Attention:

Ilonka Harezi, Manager

with a copy to:

Fromberg, Perlow & Kornik, PA

18901 NE 29 Ave, Suite 100Aventura, FL 33180

Facsimile: (305) 936-0101

Attention: Gary H. Kornik

if to Hydron, to:

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Hydron Technologies, Inc.

82 Verissimo Drive

Novato, CA 94947

Telephone: (415) 897-9167

Attention:

Richard Banakus,

Chairman and Interim President

with a copy to:

Ruden McClosky Smith Schuster & Russell, P.A.

200 East Broward Boulevard

Fort Lauderdale, FL 33301

Facsimile: (954) 333-4073

Attention: Robert C. Brighton, Jr., Esq.

or to such other Person or address as any Party shall specify by notice in writing to each of the other Parties. Except for a notice of a change of address, which shall be effective only upon receipt thereof, all such notices, requests, demands, waivers and communications properly addressed shall be effective: (i) if sent by U.S. registered or certified mail, three Business Days after deposit in the U.S. mail; (ii) if sent by FedEx or other overnight delivery service, one Business Day after delivery to such service; (iii) if sent by personal courier, upon receipt; and (iv) if sent by facsimile, one Business Day after transmission with confirmed transmission report.

7.5 Notice and Right to Cure . In the event of a breach of any covenant or representation by any party to this Agreement or any agreement contemplated by this Agreement, if the covenant or representation can be cured, the party seeking to assert the breach shall provide written notice in accordance with this Section 7.5 and a reasonable opportunity to cure the breach prior to receiving the benefit of any remedy applicable to such breach.

7.6 Entire Agreement . This Agreement and the Schedules , Exhibits and other documents referred to herein or delivered pursuant hereto, collectively contain the entire understanding of the Parties hereto with respect to the subject matter contained herein and supersede all prior agreements and understandings, oral and written, with respect thereto unless specifically set forth to the contrary herein.

7.7

Binding Effect; Benefit; Assignment .

(a) This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties hereto without the prior written consent of each other Party; provided, however, that First American may assign any of its rights, interests or obligations hereunder to any of its Affiliates without such prior written consent. Except as provided in Section 7.7(b), nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

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(b) The Company is hereby expressly made a third party beneficiar

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