ex10-11.htm


    PATENT
SECURITY AGREEMENT

    


    


    This
PATENT SECURITY AGREEMENT (this “Agreement”) is made on this ___ day of
_____________, 200_ between Dais Analytic Corporation ("Debtor"), and _________
_______________________________________("Secured Party").

    


    1. SECURITY INTEREST. Debtor
hereby grants to Secured Parties a security interest in all rights, title, and
interest in all patents, patent applications and like protections now owned by
Debtor and listed on Schedule I attached
hereto, including, without limitation, improvements, divisions, continuations,
renewals, reissues, extensions and continuations-in-part of the same and the
proceeds there from (“Collateral”).  The security interest granted
hereunder shall secure the payment and performance of Debtor's obligations under
the secured convertible promissory notes (the “Notes”) issued to the Secured
Parties pursuant to that certain Subscription Agreement dated on or about the
date hereof (the “Convertible Note Issuance”), including but not limited to the
Note issued to the Secured Party in the principal amount of ________________________
($               ),
and the full, prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of all other liabilities and
obligations of Debtor to the Secured Parties due or to become due or hereafter
arising under this Agreement or in connection with the Convertible Note
Issuance.

    


    2. COVENANTS. Debtor hereby
warrants and covenants that during the course of this Agreement :
(a)  The Debtor's place of business is 11552 Prosperous Drive, Odessa,
Florida, 33556 and Debtor will immediately notify Secured Party in writing of
any change in or discontinuance of Debtor's place of business; (b) Debtor
will not sell, dispose, or otherwise transfer the Collateral or any interest
therein, other than pursuant to the terms of the Notes or as part of a
transaction conducted in the ordinary course of business or by license grants
made by Debtor in the ordinary course of business, without the prior written
consent of Secured Parties; (c) Debtor shall file this Agreement with the U.S.
Patent and Trademark Office no later than ninety (90) days after completion of
the Convertible Note Issuance; (d) Debtor shall, from time to time, execute and
file such other instruments, and take such further actions as the Secured
Parties may reasonably request to perfect or continue the perfection of Secured
Parties’ interest in the Collateral; and (e) to Debtor’s knowledge, this
Agreement creates in favor of Secured Parties a valid first priority security
interest in the Collateral in the United States securing the payment and
performance of the obligations evidenced by the Notes.

    


    3. DEFAULT. The following are
each an event of default under this Agreement (each, an “Event of Default”) :
(a) any material misrepresentation relating to this Agreement or the Notes on
the part of the Debtor, (b) any material noncompliance with or nonperformance of
the Debtor's obligations under the Notes or this Agreement, (c) if Debtor makes
(i) an assignment for the benefit of creditors, or is subject to (ii) an
attachment or receivership of assets that is not dissolved, or (iii) is subject
to the institution of Bankruptcy proceedings, whether voluntary or involuntary,
and (d) any Event of Default as defined in the Notes.  Should an Event
of Default occur, Secured Parties
shall provide Debtor with written notice detailing the Event of Default. Debtor
shall have sixty (60) days from receipt of said notice to cure such
default.  Should Debtor fail to cure within the prescribed time
period, Secured Parties may at any time thereafter declare the Notes in default
and all obligations secured hereby immediately due and payable and shall have
the remedies of a Secured Party under the Uniform Commercial
Code.  Secured Parties may require the Debtor to make the collateral
provided hereunder available to the Secured Parties at a place which is mutually
convenient. No waiver by Secured Parties of any default shall operate as a
waiver of any other default or of the same default on a future occasion. This
Agreement shall inure to the benefit of and bind the heirs, executors,
administrators, successors, and assigns of the parties. This Agreement shall
have the effect of an instrument under seal.


    
      
         


      

      
        Security
Agreement- Dais Analytic Corporation - Page 1 of 4

        
          

        

      

      
         


      

    


    


    4. For the purpose of this Agreement, “Secured
Parties” shall mean collectively the Secured Party and any other holder of Notes
pursuant to the Convertible Note Issuance (as defined in the in the Secured
Convertible Promissory Note executed coincident with this Security Agreement)
who has executed a security agreement containing substantially the same terms
and conditions as found herein.

    


    


    Dais
Analytic Corporation

    


    


    By
_____________________________________________

          Timothy
N. Tangredi, President & CEO

    


    


    Date:
___________________________________________

    


    


    
      


    

    


    Secured
Party: __________________________________

      

    


    


    By
_____________________________________________

    


    


    Date:
___________________________________________


    
      
         


      

      
        Security
Agreement- Dais Analytic Corporation - Page 2 of 4

        
          

        

      

      
         


      

    


    Acknowledgement
of Debtor

    


    State of
Florida__________)

                                                      
)     ss.

    County of
Pasco_________)

     

    On this
_____ day of __________, 2008 before me personally appeared Timothy N. Tangredi,
proved to me on the basis of satisfactory evidence to be the person who executed
the foregoing instrument on behalf of Dais Analytic Corporation, who being by me
duly sworn did depose and say that he is an authorized officer of said
corporation, that the said instrument was signed on behalf of said corporation
as authorized by its Board of Directors and that he acknowledged said instrument
to be the free act and deed of said corporation.

     

    


                                                                        _________________________

                                                                             Notary
Public


    
      
         


      

      
        Security
Agreement- Dais Analytic Corporation - Page 3 of 4

        
          

        

      

      
         


      

    


    Schedule
i


     

    to


     

    Patent
Security Agreement

     

    Patent
Registrations

    
    

     

     

    
      	
              A.

            	 	REGISTERED
      PATENTS	DATE
	 	 	 	 
	
               
      

            	
              1.

            	
              US5468574

            	
              11/21/95

            


    

    
      	
               
      

            	
              2.

            	
              US
      5679482

            	
              10/21/97

            


    

    
      	
               
      

            	
              3.

            	
              US
      6110616

            	
              11/29/00

            


    

    
      	
               
      

            	
              4.

            	
              US
      6383391

            	
              05/0702

            


    

    
      	
               
      

            	
              5.

            	
              US
      6413298

            	
              07/29/00

            


    

    
      	
               
      

            	
              6.

            	
              US
      6841601

            	
              01/11/05

            


    

    
      	
               
      

            	
              7.

            	
              US
      7179860

            	
              02/20/07

            
	 	 	 	 
	 	 	 	 
	
              A. 

            	 	PATENT
      APPLICATIONS	DATE
	 	 	 	 
	 	1.	US11/879,482 	07/16/07 
	 	2. 	PCT/US2007/079428	09/25/07
	 	3. 	US60/917,037 	05/09/07 
	 	4. 	JP2002-501952 	01/29/03 
	 	5. 	JP2002-525397 	01/29/03 
	 	 	 	 
	
              B. 

            	 	PATENT
      LICENSES 	 
	 	 	 	 
	 	 	NONE	 
	 	 	 	 


    

    


    
       

    

    


    


    


    


    


    Security Agreement- Dais
Analytic Corporation - Page 4 of 4