OPTION AGREEMENT

THE BOARD OF DIRECTORS of LAPOLLA INDUSTRIES, INC. authorized and approved the Equity Incentive Plan, as amended ("Plan"). The Plan provides for the grant of common stock (“Stock”) options (the “Options”) to employees of Company (“Company”). Unless otherwise provided herein all defined terms shall have the respective meanings ascribed to them under the Plan.

1.              Grant of Option .  Pursuant to authority granted to it under the Plan, the Administrator responsible for administering the Plan hereby grants to Michael T. Adams, as an employee of the Company (“Optionee”) and as of May 18, 2009 ("Grant Date"), 300,000 Options.  Each Option permits you to purchase one share of Lapolla Industries, Inc.’s common stock, $.01 par value per share ("Shares").

2.              Character of Options .  Pursuant to the Plan, Options granted herein may be Incentive Stock Options or Non-Qualified Stock Options, or both. To the extent permitted under the Plan and by law, such Options shall first be considered Incentive Stock Options.

3.              Exercise Price . The Exercise Price for each Non-Qualified Stock Option granted herein is $.35 per Share, and exercise price for each Incentive Stock Option granted herein shall be $.35 per Share.

4.              Exercisability .  The exercisability of the Options granted hereby is subject to prior vesting and the following criteria and restrictions:

4.1            Vesting Criteria . The Options granted herein will automatically vest thirty (30) days prior to consummation of a Change in Control (as defined in Section 11 below).  Once vested, the Options are immediately exercisable.

4.2            Vesting Procedure .  The determination of whether or not a Change in Control will take place will be made by the full Board of Directors.

5.              Term of Options .  The term of each Option granted herein shall be for a term of up to six (6) years from the Grant Date, provided, however, that the term of any Incentive Stock Option granted herein to the Optionee who is at the time of the grant, a Ten Percent Owner, shall not be exercisable after the expiration of five (5) years from the Grant Date.

6.              Payment of Exercise Price .  Options represented hereby may be exercised in whole or in part by delivering to the Company your payment of the Exercise Price of the Option so exercised (i) in cash, by check or cash equivalent, (ii) by assignment and tender to the Company of shares of Stock (as defined in the Plan) owned by the Participant having a Fair Market Value not less than the exercise price; (iii) by tender to the Company of a written consent to accept a reduction in the number of shares of Stock to which the Option relates (“ Reduced Number of Shares ”), which Reduced Number of Shares, when ascribed a value, such value shall be equal to the exercise price of the balance of shares of Stock covered by the Option; (iv) by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a "Cashless Exercise" ), (v) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Company reserves, at any and all times, the right, in the Company's sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise.

7.              Limits on Transfer of Options .  The Option granted herein shall not be transferable by you otherwise than by will or by the laws of descent and distribution, except for gifts to family members subject to any specific limitation concerning such gift by the Administrator in its discretion; provided, however, that you may designate a beneficiary or beneficiaries to exercise your rights and receive any Shares purchased with respect to any Option upon your death.  Each Option shall be exercisable during your lifetime only by you or, if permissible under applicable law, by your legal representative.  No Option