WITNESSETH:

1.  

Performance by Consultant. Consultant was engaged and continues as of the date hereof to be engaged by Company to act as its Chief Financial Officer pursuant to the terms and conditions of this Agreement. From the date of his engagement Consultant represents, acknowledges and agrees that he has been and will continue to be subject to the direction of the Board of Directors and the Company’s CEO, and has and will continue to perform and discharge well and faithfully all duties typically related to such a position in a public company in addition to any additional duties as may be assigned to him from time to time by Company in connection with the conduct of its business. Consultant understands the scope and nature of the services he performs under this Agreement, which include, but not be limited to, financial planning, budgeting, preparing, reviewing, and executing SEC reports, interfacing with audit staff, preparing monthly, quarterly and year end financials, supervising the closings relating to the forgoing financials, addressing SOX 404 requirements, overseeing the accounting personnel, reviewing financial controls, assuring Company’s financial records are in compliance with generally accepted accounting practices, executing and filing all reports required by the Securities and Exchange Commission on a timely basis and performing all business planning services for Company. Consultant represents that he has and shall continue to use his best efforts to perform said services expediently, in a good and professional manner, using competent personnel, in conformance with the terms of this Agreement and abiding by all applicable accounting standards and all federal, state and local laws and regulations. Said services  are  performed on a part-time basis with Consultant dedicating at least twenty (20) hours per week to Company’s business with additional time to be provided as needed or advisable to meet the requirements of the position and the reasonable deadlines of the business.  Such services have and shall be rendered by Consultant primarily from his principal place of business in New York City and, as and to the extent necessary or advisable, the Company’s Odessa facility. Company has and agrees to continue to cooperate with Consultant and to furnish Consultant all information and data concerning Company and its operations (“Information”) which Consultant deems necessary or appropriate for the purposes of fulfilling his services under this Agreement. During the course of this Agreement, Company has and shall continue to maintain Directors and Officer liability insurance and Consultant shall, to the extent provided by said policy, be insured there under.

2.  

Compensation. As full compensation for all services rendered or to be rendered by Consultant pursuant to the terms and conditions of this Agreement, Company:

3.  

Term. Consultant represents and agrees that all such services were rendered and will continue to be rendered subject to and in accordance with the terms and conditions of this Agreement. This Agreement may be terminated, with or without cause, by either party upon written notice.  In the event of termination by either party, the Consultant shall immediately convey in writing all work product , reports, records, correspondence, work books, inventions, discoveries, plans, formulas, processes, strategies and theories contemplated, discussed or under development along with current status of all projects upon which he is working prior to his departure (“Work Product”).  In addition, this  Agreement shall automatically terminate upon the death or permanent disability of Consultant.  The exercise of the right to terminate by Company or Consultant shall not abrogate the rights and remedies of the terminating party with respect to a breach of this Agreement. All payments under this section, with the exception of those earned and owing as of the date of termination, shall cease upon termination of this Agreement. Notwithstanding any provision of this Agreement to the contrary, Company shall not be liable for any amounts due to Consultant as of the date of termination until all of the above Work Product is delivered to Company in an orderly and legible condition.

(a) Consultant recognizes and acknowledges that the Company’s Confidential Information, as defined below and as it may exist from time to time, is a valuable, and unique asset of the Company’s business, access to and knowledge of which are essential to the performance of the Consultant’s duties hereunder. Consultant has not and will not during or after the term of this Agreement, in whole or in part, disclose, publish or make accessible such Confidential Information which Consultant may now possess, may obtain during the term of this Agreement, or may create prior to the end this Agreement, to any person, firm, corporation, association or other entity for any reason or purpose whatsoever (excluding court orders or subpoenas) nor shall the Consultant make use of any such property for Consultant’s own purposes or for the benefit of any person, firm, corporation or other entity (except the Company) under any circumstances during or after the term of this Agreement without prior written approval of Company. Consultant has not and may not employ third parties to perform the services without the express written consent of the Company, and only after having executed an agreement containing provisions at least as restrictive as the provisions contained herein and provided said agreement conveys to Company all the rights and obligations to be afforded to it by the no hereunder. Employing a third party shall not relieve Consultant of its obligations under any provision of this Agreement and Consultant shall be liable for any breach of this Agreement by its third parties. .

(b.) For the purposes of this Agreement, Confidential Information shall be defined as any and all trade secrets, know-how, proprietary information and other data or information of any nature ( including, but not limited to, any idea, product or product concepts, improvement, inventions (including but not limited to discoveries, concepts, and ideas), innovation, process, product, method, development, discovery, sample, research, technical data, design, formula, device, pattern, concept, techniques, marketing plans, strategies, forecasts, customer lists, financial records or information, information regarding products, designs, methods, systems, software programs, schematic model, diagram, drawing, flow chart, chemical mixture, product specification, plan for new or revised product, compilation of information, work in progress and any modifications, revisions, enhancements or improvements thereto, whether patentable or not) disclosed or made available to Consultant or known to Consultant as a direct or indirect consequence of or through the relationship with the Company or created by either Company or Consultant, whether alone or with another party, during the performance of this Agreement and not generally known to the public.

(a) All information of any nature, created, discovered, or developed during the performance of this Agreement by either Company or Consultant, whether alone or with any other party, or in part or in whole, or by Company, whether alone or with another party before, or in part or in whole, during or after this Agreement, or in which property rights have been assigned or otherwise conveyed to the Company is Confidential Information and shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents, copyrights and other rights in connection therewith. The Consultant acknowledges the foregoing and also acknowledges that this Agreement is a “work for hire” Agreement and hereby waives, assigns and transfers to Company or to any person, or entity designated by the Company, any and all rights and interest Consultant has or may acquire to said information made or conceived by Consultant, solely or jointly, or in whole or in part, in performance of the Agreement. Consultant represents and warrants that neither it, its employees, if any, or any approved third parties assigned to this Agreement by Consultant have entered into any agreement or have any other obligation of any nature which would contradict or otherwise impinge upon the obligations hereunder or the rights to be conveyed to the Company under the Agreement. Consultant warrants and represents that it has secured such rights by contract from its employees and any approved third party it employs under this Agreement and therefore has full and unrestricted power and authority to enter into this Agreement and to grant the rights defined above exclusively to Company. Consultant further represents and warrants that no pre-existing work shall be integrate into work produced hereunder by it,  its employees or approved third parties unless Consultant has obtained a valid license complying with the terms of this Agreement and said license permits the Company to exclusively use such pre-existing  work. Further Consultant represents and warrants that the work produced hereunder by it, its employees, if any, and its approved third parties does not infringe on the proprietary rights of any third party.

(b)  Consultant will promptly disclose and cause its employees, if any, and any approved third parties assigned hereunder to disclose to the Company, or any persons designated by it, all improvements, modifications, developments, documentation, data, inventions, designs, ideas, copyrightable works, discoveries, trademarks, copyrights, trade secrets, formulas, processes, techniques, know-how, and data, whether or not patentable, made or conceived or reduced to practice or learned or proposed by Consultant, either alone or jointly with others, and by the approved third parties, either alone or jointly with others, during the period of this Agreement which are in any way related to or useful in the actual, anticipated or potential businesses of the Company, or the result of tasks assigned to Consultant by the Company or resulting from use of premises or equipment owned, leased or contracted for by the Company. Any invention relating to   services or products to be completed by Consultant or its approved third parties under this Agreement which is created by Consultant within six (6) months following the termination or completion of this Agreement shall be deemed to fall within the provisions of this Agreement unless established by Consultant using written documentation to have been first conceived and made following such termination or completion.

(a) Consultant hereby waives, assigns and transfers to the Company any rights Consultant may have or may acquire in all inventions (including, but not limited to, ideas, discoveries, processes and improvements) created or proposed as a direct or indirect result of the work performed under this Agreement and agrees that all said inventions shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents, copyrights and other rights in connection therewith. Consultant further agrees to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights or other rights on said inventions in any and all countries, including, but not limited to, Consultant executing all documents necessary:

(i) to apply for, obtain and vest in the name of the Company (unless the Company otherwise directs) letters   patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and

(ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection.

(b) Consultant’s obligation to reasonably assist the Company in obtaining and enforcing patents and copyrights for such Inventions in any and all countries shall continue beyond the termination or completion of this Agreement.

(c) Company shall compensate the Consultant at a reasonable and customary rate for services provided by Consultant, at Company’s written request, in assisting Company pursuant to Section 7(a), 7(b) or 7(e).

(d) Consultant acknowledges that all original works of authorship which are made by Consultant (solely or jointly with others) within the scope of this Agreement and which are protectable by copyright are being created at the instance of the Company and are “works for hire”, as that term is defined in the United States Copyright Act (17 USC Section 101). If such laws are inapplicable or in the event that such works, or any part thereof, are determined by a court of competent jurisdiction not to be a work made for hire under the United States copyright laws, this Agreement shall operate as an irrevocable right, title and interest (including, without limitation all rights in and to the copyrights throughout the world, including the right to prepare derivative works and the right to all renewals and extensions) in the Works in perpetuity

(e) In the event Company is unable, after reasonable effort, to secure Consultant’s signature,  regardless of reason, on any letters patent, copyright or other analogous protection relating to an invention created during the term of this Agreement or the term designated in Section 6 (a), Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to act for and in Consultant behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as is executed by Consultant. Consultant’s obligation to assist Company in obtaining and enforcing patents and copyrights for such inventions in any and all countries shall continue beyond the cancellation or termination of this Agreement.  Consultant shall be responsible for having all inventions owned by Company pursuant to the terms of this Agreement and made by any of Consultants employees or approved third parties immediately assigned to Consultant or Company, as Company shall direct.

Specific Remedies.  If Consultant has committed or commits a breach of any of the provisions of the Agreement, the Company shall have in addition to all remedies available under the law:

(a.) The right and remedy to have such provision specifically enforced by any court of competent jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy.

(b.) The right and remedy to require Consultant to account for and pay over to Company all compensation, profits monies, accruals, increments or other benefits (collectively “benefits”), derived or received by Consultant as the result of any transaction constituting a breach of any such provisions, and Consultant hereby agrees to account for and pay over such benefits to the Company.

Assignment of Agreement. This Agreement may not be assigned by any Party hereto without the written consent of the other Party. This Agreement will enure to the benefit of and be binding upon the Parties and their respective successors.

Notice.  Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by registered or certified mail, prepaid and return receipt requested, to Consultant at its principal place of business listed above and to Company at its address set forth above, Attention: President, Dais Analytic Corporation. Either Party may change the address to which it desires notices be mailed by providing written notice of the address change the above prescribed manner.

Waiver of Breach. A waiver by the Company or Consultant of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent breach by the other Party.

Survival. Sections 5,6,7, 8, 13 and 14 in addition to any other provision of this Agreement providing for survival shall remain in effect indefinitely and shall survive the termination of this Agreement.

Indemnification and Insurance.  Consultant agrees to indemnify, defend and hold Company harmless from any claims, expenses, losses or damages threatened or assessed against Company (including but not limited to all such claims, expenses, losses or damages for personal injury or death or for damage to, or loss of, property) (“Losses”) resulting from any negligent act, error, omission or willful act on the part of Consultant with respect to services provided under this Agreement. Consultant represents that he has and shall maintain error and omission insurance in an amount reasonably satisfactory to Company and shall provide Company a certificate of insurance evidencing said insurance and naming Company as an additional insured. Said insurance shall provide coverage for any Losses relating to Consultant’s performance of this Agreement. Consultant hereby acknowledges that he is accountable for his own federal, state, city and self employment taxes, social security payments, all liability insurances, including but not limited to worker’s compensation insurance, medical insurances and any other taxes, penalties or charges imposed by any governmental or regulatory agency. The Consultant agrees to sign a completed W-9 certificate prior to issuance of any monies under this Agreement. Consultant hereby waives all claims of any nature against Company with regard to any injuries sustained by him or any of his employees or agents in the performance of this Agreement and shall indemnify, defend and hold harmless Company, its directors, employees and agents from and against any and all damages, claims, costs or expenses of any nature, including but not limited to reasonable attorneys fees, which arise from or are related to any injury sustained by Consultant, it’s agents, or employees in performance of this Agreement. Consultant shall and has secured in writing substantially the same waiver in favor of Company from each of its employees, if any, and its approved third parties.

Independent Consultant. In all things undertaken by the Parties with relation to this Agreement, it is specifically understood and agreed that Consultant shall be and remain at all times, an independent Consultant, and neither Consultant nor any of his employees, agents or consultants shall be treated as a servant, agent or employee of Company. Nothing contained herein shall be construed to imply a joint venture between Consultant and Company.  Company shall have no voice in the selection, discharge, supervision, or control of Consultant’s employees or representatives, if any, nor shall it have any right to direct or control Consultant, subject only to the general objectives, requirements and direction of the Company’s Board of Directors and Chief Executive Officer. The manner in which the services Consultant provides under this Agreement are performed and the specific hours are determined by the Consultant, provided the services are performed during customary working hours, includes as many hours as reasonably necessary to fulfill the Consultant’s obligations under this Agreement and Consultant regularly consults with Company regarding fulfillment of the Company’s objectives. Consultant shall provide all facilities and labor necessary to complete this Agreement. Consultant accepts full and exclusive responsibility and liability for all filing requirements, taxes, benefits or expenses associated with this Agreement including but not limited to: (i)filing all returns, including but not limited to state, Federal and NYC income tax returns, (ii) payment of federal, state and NYC taxes of any and all nature (ii) any and all withholding responsibilities, (iii) any and all contributions and withholding for unemployment insurance, old age pension or retirement, and (iv) any other benefits of any nature imposed by any law, regulation or otherwise and whether or not measured by or attributed to wages, salaries or other remuneration paid or payable by Consultant to employees of Consultant engaged in the work carried out pursuant to this Agreement, or by voluntary or contractual benefit plans between Consultant and its employees which require contributions by Consultant. Neither Contractor or his employees or representatives, if any, shall be entitled to or receive any benefit normally provided to Company’s employees. Company shall not be responsible for withholding any income or other taxes or any other amounts, regardless of nature, from the payments to Contractor. Company shall prepare and file a Form 1099 for each taxable year in which Consultant offers services under this Agreement. Neither Consultant nor Company shall have the right, power or authority to create any obligation, express or implied, on behalf of the other. Company acknowledges that Consultant is in the business of providing financial and accounting services to others and that Consultant’s services shall not be exclusive to Company during the term of this Agreement. Nothing contained in this Agreement shall be construed to limit or restrict Consultant in providing such services to others other than as required to meet Consultant’s obligations to Company under the terms of this Agreement.

Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Florida, not including, however, any conflict of laws rule of such State which may direct the application of the laws of any other jurisdiction. Each Party agrees to submit to the jurisdiction of the courts of the State of Florida. Any award hereunder shall be final and binding upon the Parties and may, if necessary, be enforced by any court or other competent authority.

Severability.  If any covenant or other provision of this Agreement is invalid, illegal, or incapable of being enforced by reason of any rule of law or public policy, then such covenant or other provision will be modified, if possible, to the extent necessary to make it legal and enforceable or, if necessary, severed from the agreement and in the latter event the Agreement will be construed as if such invalid, illegal, or unenforceable covenant or provision had never been contained in this Agreement and all other  provisions shall remain in full force and effect .

Captions. The captions included in this Agreement are provided for convenience only and shall not affect the meaning or interpretation of this Agreement.

No Implied License. Nothing contained in this Agreement shall be implied to grant the Consultant any license with respect to the services performed or products produced hereunder or the results thereof.

Entire Agreement. This Agreement contains the entire agreement of the Parties and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications by the Parties. It may be changed only by an agreement in writing signed both Parties.

Authority.  Each Party to this Agreement represents that the individual executing this Agreement on its behalf is duly authorized to bind such Party to this Agreement according to its terms.

Modifications to Agreement.  No change, modification of or alteration to this Agreement of any nature, including, but not limited to, any technical changes, modifications or alterations to deliverables required hereunder, shall be effective unless first made in writing and signed by Timothy Tangredi, on behalf of Company, and Consultant.

Public Notice. Consultant shall not make public the existence of this Agreement or the work done hereunder without prior written permission from Company.

Language. The language in all parts of this Agreement shall in all cases be construed simply, as a whole and not strictly for or against any party.