CONFIDENTIAL
      TREATMENT REQUESTED

            
	 
      	
              WITH
      RESPECT TO PORTIONS HEREOF

            
	 
      	
              DENOTED
      WITH “***”

            


    

    


    EXHIBIT
10.1

    


    EXCLUSIVE
DISTRIBUTION AGREEMENT

    


    EXCLUSIVE
DISTRIBUTION AGREEMENT by and between Dais Analytic Corporation, a New York
corporation (“Supplier”), 11552 Prosperous Drive, Odessa, FL USA, and Genertec
America, Inc., a California corporation ("Distributor”), 805 Veterans Blvd., Suite 210, Redwood
City, CA94063, USA

    


    RECITALS

    


      WHEREAS, Supplier manufactures
and sells a line of nanotechnology-based membrane products and related
products;

    


      WHEREAS, Distributor desires to
obtain the right to distribute and market Supplier’s products on an exclusive
basis in the Territory (as defined herein) and Supplier is willing to grant such
right under the terms and conditions hereof; and

    


      NOW THEREFORE, in consideration
of the premises and mutual and dependent promises set forth herein, the parties
hereto agree as follows:

    


    1.      CERTAIN
DEFINITIONS.

    


      (a) “Affiliate” shall mean any
person or entity which controls, is controlled by or is under common control
with a party to this Agreement.  For the purpose of this Agreement
"control" shall mean the ownership of at least 50% of the entity (or such lesser
percentage which is the maximum allowed to be owned by a foreign corporation in
a particular jurisdiction) having the power to vote on or direct the affairs of
the entity and any person, firm, partnership, corporation or other entity
actually controlled by, controlling or under common control with a party to this
Agreement.

    


     
(b) “Products” means the Products set forth on Schedule A hereto.

    


     
(c) “Territory” means Great China including main land China, Hong Kong, Macau,
and Taiwan

    


     
(d) “Buyer” is a person or firm who will be authorized by the Distributor to
sell Products within the Territory.

    


    
      2.      APPOINTMENT OF
Distributor.

    

    


      (a) Supplier hereby appoints
Distributor, and Distributor accepts appointment, as the distributor of the
Products in the Territory on an exclusive basis subject to the terms of this
Agreement.  Nothing in this Agreement is intended to limit or prevent
Supplier or its Affiliates, either directly, through Distributors or otherwise,
from distributing, selling and/or marketing the Products outside the
Territory.  Distributor may not sell, distribute or promote the
Products outside of the Territory without the express prior written consent of
Supplier.  Distributor shall not sell, distribute or promote the
Products to any customer that Distributor has reason to believe will sell or
distribute the Products outside of the Territory.

    


     
(b)  In the event that Distributor’s purchase of Products during any
contract year is less than *** in the aggregate, Supplier shall have the right
in its sole discretion to (i)
convert the exclusivity of the Distributor to a non-exclusive basis, or
(ii) terminate this Agreement upon written notice.  During the initial
term of this Agreement, Distributor hereby agrees to order and purchase Products
in the aggregate amount of Two Hundred Million U.S. Dollars
($200,000,000).

    


     
(c)  Distributor shall have the right to appoint Buyers for the
installation, engineering, maintenance, sale and use of the Products in the
Territory.  Notwithstanding the foregoing, any Buyers appointed by
Distributor shall be subject to the terms and conditions of this Agreement as it
applies to Distributor and Buyer and Distributor shall use best efforts to
ensure such Buyers are in compliance with this Agreement.  Upon the
reasonable request of Supplier, Distributor shall terminate any Buyer appointed
by Distributor.  Distributor shall be responsible for any breaches by
a Buyer of Distributor’s or Buyer’s obligations hereunder.

    


     
(d) Upon 60 days’ prior written notice, Supplier shall have the right, at any
time, to make changes to or discontinue the sale of any of the Products without
incurring any liability to Distributor.  Supplier shall have the
right, at any time, without incurring any liability to Distributor, to amend
Schedule A to delete any non-commercially available Products.

    


     
(e) Distributor, and Buyer may not alter, modify, reverse engineer, decompile or
change any Product, its package, and package contents; labeling, manufacturer’s
directions or trademark for any reason. Each party will make best efforts to
prevent these types of situations from occurring. If Distributor, or Buyer(s),
modifies, reverse engineers, decompiles or changes any Product component,
package or package contents, labeling, Supplier’s directions or trademark, the
offending party(s) will; ***.  Distributor or Buyer, as the case may
be, shall promptly notify Supplier of such infraction.

     

    
      
        
          	
                  Confidential
      – not for Disclosure

                	
                  1

                	
                  August
      21,
      2009                       
      

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	 
      	
              CONFIDENTIAL
      TREATMENT REQUESTED

            
	 
      	
              WITH
      RESPECT TO PORTIONS HEREOF

            
	 
      	
              DENOTED
      WITH “***”

            


    

    


     
(f) Distributor shall comply with all applicable laws, rules and regulations
related to the sale, distribution, promotion, marketing, handling, storage and
shipment of the Products.

    


    
      	
              3.

            	
                PRICING AND PAYMENT
      TERMS.

            


    

    


     
(a) The initial prices for the Products will be as set forth in Schedule A to
this Agreement.   Supplier may change the prices of any or all of
the Products upon 30 days prior written notice to
Distributor.  Distributor may determine the prices at which it sells
the Products.

    


     
(b) Sales, use, or other taxes measured by sales or receipts, shipping expense
and duties and levies, are not included in the prices shown on Schedule
A.  Where applicable, such taxes, expenses, duties and levies will be
billed to Distributor, provided, however, the sales taxes will not be billed to
Distributor if Distributor delivers to Supplier a valid sales tax exemption
certificate.  Distributor must provide to Supplier evidence that its
sales tax exemption is in effect on an annual basis.

    


     
(c) Invoices will be issued by Supplier promptly upon shipment of the
Products.  Invoices will include the Product cost plus taxes, levies,
duties and fees applicable to the sale of the Products by Supplier to
Distributor.  Payment is due within 10 days from the date of date of
delivery of the Product and is to be made in U.S. Dollars.

    


     
(d) A late payment fee of the greater of 1.0% per month (12% per year) or the
maximum rate permitted by applicable law will be applied to all invoices not
paid within 30 days of the due date, with interest accruing from the date
payment was due through the date that payment in full of the overdue invoice
plus the interest accrued thereon is received by Supplier.

    


    4.      ORDERING and
INVENTORY.

    


      (a) Distributor shall submit to
Supplier quarterly written non-binding forecasts projecting its requirement for
Products.  Each forecast shall be based upon the purchase orders made
in the preceding quarter.  Subject to Section 4(a) below, Supplier
reserves the right to refuse to fill orders that exceed the preceding quarter’s
forecast by *** Supplier requires a minimum *** lead time on orders for all
Products.

    


      (b) All purchase orders
submitted by Distributor shall be in the form set forth in Schedule B and be
subject to acceptance by Supplier by either shipment of Product or written
notice of acceptance.  Each purchase order submitted by Distributor
shall be binding upon Distributor and shall set forth the type of Products
ordered, quantities to be supplied and delivery dates.  No term or
condition set forth in any purchase order submitted by Distributor will have any
effect other than the identification of Product type, quantity, delivery dates
and other general non-contractual invoice information.  All other
terms and conditions contained in Distributor’s purchase orders shall be deemed
null and void.  The terms set forth in this Agreement shall apply to
all purchase orders placed by Distributor and accepted by Supplier.

    


      (c) Distributor shall pay to
Supplier, pursuant to the wire instructions provided by Supplier, the amount of
*** (the “Deposit”) to be paid as follows:

    


    ***

    


    Beginning
with the payment of the full Deposit amount to the Supplier the Deposit shall be
used to credit the first five percent (5%) of invoiced purchase orders made by
Distributor to the Supplier. In the event Distributor does not purchase and
order Products in sufficient quantities to recoup the Deposit prior to
termination of this Agreement, the Deposit (or any remaining portion thereof)
shall not be refundable.

    


      (d) If, at any time, it becomes
necessary for Supplier to allocate shipments, Supplier will take whatever action
in its judgment is fair and appropriate.

    


    5.      SHIPPING OF
PRODUCTS.  All Products will be sold FOB Port of Oakland, with
transportation charges to be pre-paid by Distributor.  The method of
transportation and carrier will be at Supplier’s discretion.  Requests
for adjustments on shipping errors (including concealed shortages/overages) must
be reported within 5 days after receipt of the shipment.  Distributor
will provide suitable storage facilities and follow all storage and handling
instructions provided by Supplier at all times while the Products are in
Distributor’s possession or in transit from Distributor to its
customers.

    


    6.      DISTRIBUTOR’S
OBLIGATIONS.

    


     
(a)      Distributor and Buyer each agrees, at its
respective costs, to (i) use its best efforts to sell the Products and increase
demand for the Products, including but not limited to development and
implementation of a business plan and strategy; (ii) maintain an adequate number
of full-time, personnel trained in marketing, sales, and operations of the
Products; (iii) have Distributor's or Buyer’s sales representatives, as the case
may be, participate in Supplier’s sales and technical training programs and such
trade shows and sales meetings as Supplier may designate from time to time; (iv)
provide demonstration assistance to promote the Products; (v) allow Supplier, at
Supplier’s option, to participate during Distributor’s or Buyer’s sales meetings
at no charge to Supplier; (vi) generate and qualify sales leads; (vii) support
the sales process with cost proposals, demonstrations, customer agreements,
etc.; (viii) assist current and new customers in ordering appropriate Products
for their needs; (ix) promptly deliver Products to its customers upon order; (x)
maintain adequate sales and warehouse facilities and sufficient inventory to
fulfill the requirements of its customers;  (xi) maintain adequate
records with respect to the Product for Warranty coverage purposes (to include,
without limitation, serial and model numbers, installation date and location and
customer’s name); (xii) not issue free goods of or credits on Products without
the prior written consent of Supplier; (xiii) send Supplier, upon request, a
quarterly listing of itemized Product volumes purchased by individual customers,
product inventory status, and general market conditions (including customer
trends, competition and economic and regulatory conditions that effect sales);
and (xiv) maintain a list of the locations of its customers to which Products
have been delivered.

     

    
      
        
          	
                  Confidential
      – not for Disclosure

                	
                  2

                	 
      


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	 
      	
              CONFIDENTIAL
      TREATMENT REQUESTED

            
	 
      	
              WITH
      RESPECT TO PORTIONS HEREOF

            
	 
      	
              DENOTED
      WITH “***”

            


    

    


      (b) Distributor and Buyer shall
each support and assist Supplier and/or Buyer, upon request, in performing
activities and responsibilities related to Product safety.  Functions
to be performed by Distributor or Buyer, as the case may be, may include, but
are not limited to (i) documenting and aiding Supplier in responding to
complaints from customers; (ii) taking actions requested in writing by Supplier
to respond to customer complaints; (iii) correcting problems with Product(s) in
the field or in inventory as directed by Supplier; and (iv) notifying Supplier
within twenty-four hours after becoming aware of any and all adverse reactions
reported to Distributor or Buyer, as the case may be, alleged to have been
caused by any Product. If requested by Supplier, Distributor or Buyer will use
their respective best efforts in the event of a recall to notify their
respective customers of the recall and to facilitate retrieval of Products
recalled.

    


      (c) Distributor and Buyer will
allow Supplier the right to conduct an annual remote and/or on site inspection
of Distributor’s or Buyer’s facilities to determine if Distributor or Buyer has
adequate systems in place to fulfill its obligations under this
Agreement.  Distributor  and Buyer each acknowledges that
the granting of such rights to Supplier shall in no way relieve Distributor or
Buyer, as the case may be, of any of its obligations under this Agreement, nor
shall such provisions require Supplier to conduct any such
inspections.

    


     
(d)  Distributor shall assist and support Buyer with respect to the
Products as set forth in Schedule D.

    


     
(e)  Intentionally Omitted.

    


     
(f) Nothing herein shall be deemed to constitute a party an agent of another
party, and no party shall make any statements or representations to the contrary
by advertising, signs, letterheads, or otherwise.  No contracts,
commitments, statements, or representations made by or on behalf of a party
shall be binding in any respect on another party.

    


     
(g)  Intentionally Omitted.

    


     
(h) Nothing contained in this Agreement shall be construed to grant to
Distributor or Buyer any rights or license whatsoever in any trademark, trade
name, trade dress, service mark or original packaging of Supplier or any of its
Affiliates (collectively, the “Marks”), except rights expressly granted herein
to sell Products on which the Marks appear and to advertise the
Products.  Distributor and Buyer each disclaims any interest in and
right to any of the Marks or the goodwill pertaining thereto, whether arising
out of this Agreement or arising in some other manner. All sales of Products to
Distributor (and subsequently to Buyer) are made with the understanding that any
such trademarks, trade names, trade dress, service marks or original packaging
will not be altered or misused by Distributor, Buyer or any of their respective
officers, directors, employees or agents.  Distributor and Buyer will
promptly notify Supplier in writing of any infringement or threatened
infringement of any of the Marks of which Distributor or Buyer, as the case may
be, becomes aware, and will, at Supplier’s request and expense, assist Supplier
in preventing or eliminating such infringement.  Distributor and Buyer
may attach an identification label, at their own expense, to the Products
stating that the Products are being distributed or sold by Distributor or Buyer,
so long as such identification label does not prevent the plain view of the
Marks and other information and designs appearing on the Product and
packaging.

    


     
(i) Intentionally Omitted.

    


     
(j) Distributor and Buyer each agrees that in the performance of this Agreement,
Distributor and Buyer, as the case may be, will not make any illegal payments of
any kind or give other consideration to any local, state or federal government
official at any time or under any circumstance.

    


    7.   
   CONFIDENTIALITY.

    


     
(a) Distributor and Buyer each acknowledges that it will be given access to
confidential and proprietary information regarding Supplier and the Products
(the “Confidential Information”).  For the purposes of this Agreement,
Confidential Information includes, but is not limited to, drawings and
specifications, know-how, Product development data, customer lists, marketing
information, competitive strategies, and trade secrets.  Distributor
and Buyer each acknowledge that the Confidential Information remains the
property of Supplier.   Distributor and Buyer shall not, either
during the term of this Agreement or thereafter, disclose any Confidential
Information to any person or entity, other than those of its employees and
agents to whom disclosure is reasonably necessary in order for Distributor or
Buyer, as the case may be, to fulfill its obligations hereunder (each of such
persons to be advised by Distributor or Buyer of the confidential nature of the
information and to be subject to contractual obligations of confidentiality to
Distributor or Buyer, as the case may be, substantially equivalent to
Distributor’s or Buyer’s undertakings in this paragraph), and will not use the
Confidential Information for any purpose other than in the performance of its
obligations hereunder.   This restriction on use and disclosure
shall not apply to Supplier’s information that is (i) in the public domain at
the time of disclosure to Distributor or Buyer, as the case may be, or which
subsequently becomes part of the public domain through no fault of Distributor,
Buyer or their respective employees or agents, as the case may be; (ii)
disclosed to Distributor or Buyer, as the case may be, by a third party without
any obligation of confidentiality; (iii) in Distributors’ or Buyer’s possession,
as the case may be, prior to disclosure by Supplier, as evidenced by reasonable
written evidence; or (iv) independently developed by employees or agents of
Distributor or Buyer, as the case may be, that did not have access to Supplier’s
information, as evidenced by reasonable written evidence.  Distributor
and Buyer have the burden to establish that any of the foregoing exceptions is
applicable.   Distributor or Buyer, as the case may be, shall not
be deemed to have violated its obligations under this Section 7(a) if it is
compelled by law to disclose any Confidential Information, so long as it
provides prompt written notice of such compelled disclosure to Supplier and
permits Supplier to intercede in the matter, at its own expense, for the purpose
of obtaining a protective order.  Upon termination of this Agreement,
Distributor and Buyer shall return to Supplier all tangible copies of
Confidential Information, destroy all notes, memoranda, work papers, extracts
and the like containing Confidential Information, and provide Supplier with a
certificate of a senior executive officer of Distributor and Buyer confirming
Distributors’ and Buyer’s fulfillment of their respective obligations under this
paragraph

     

    
      	
              Confidential
      – not for Disclosure

            	
              3

            	 
      


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	 
      	
              CONFIDENTIAL
      TREATMENT REQUESTED

            
	 
      	
              WITH
      RESPECT TO PORTIONS HEREOF

            
	 
      	
              DENOTED
      WITH “***”

            


    

    


     
(b) Distributor and Buyer each understands that the Confidential Information
constitute unique and valuable trade secrets of Supplier and acknowledges that
the breach of the provisions of Section 7(a) of this Agreement may result in
irreparable harm to Supplier for which monetary damages may be
inadequate.  Accordingly, Distributor  and Buyer each agrees
that in the event of any breach or threatened breach by Distributor, Buyer or
any of their respective employees or agents of Section 7(a), Supplier may seek
to obtain temporary or permanent injunctive relief or other equitable relief
from any court of competent jurisdiction, in addition to any other remedies
available to it, and Distributor and Buyer will not claim as a defense to such
petition for injunctive relief that Supplier has an adequate remedy at
law.

    


    8.       LICENSE
AGREEMENT.  During the initial term of this Agreement, Supplier
and Distributor agree to negotiate in good faith a royalty bearing license
agreement whereby Distributor shall be granted a license to manufacture the
Products (excluding components relating to Supplier’s polymer and polymer
membrane products) in the Territory. Said license will contain commercially
reasonable terms and condition, and the parties agree to negotiation in good
faith.

    
      9.       ACCEPTANCE;
WARRANTY.

    

    


     
(a)      Distributor shall immediately inspect the
Product upon delivery for defects and non-conformities.  In the event
Distributor fails to notify Supplier of any Product defect or non-conformity
within 30 days after delivery of the Products in question, then the delivered
Products shall be deemed to have been accepted by Distributor.

    


     
(b)  The warranty for the Products and all remedies for breach of such
warranty are set forth in Schedule C (the “Warranty”).  The Warranty
does not extend to any Products which have been subject to misuse, accident or
improper installation, maintenance or application, nor does the Warranty extend
to any labor charges for removal and/or replacement of the nonconforming or
defective Product or part thereof.  The Warranty does not cover
service or parts for any attachments, accessories, or alteration not provided by
Supplier, nor correction of problems resulting from the use of attachments,
accessories or alterations not provided by Supplier.

    


      (c) The Warranty period for the
Products shall be set forth in Schedule C (the “Warranty Period”).

    


      (d) THE WARRANTY SET FORTH IN
THIS SECTION 9 AND SCHEDULE C IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED.  Distributor
ACKNOWLEDGES THAT SUPPLIER HAS MADE NO UNDERSTANDINGS, AGREEMENTS OR
REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS
TRANSACTION OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS AND
CONDITIONS.  NO PERSON IS AUTHORIZED TO EXPAND OR IN ANY MANNER MODIFY
SUPPLIER’S EXPRESS WARRANTY DESCRIBED ABOVE.

    


      (e) Notwithstanding anything to
the contrary set forth herein, the liability of Supplier with respect to a claim
of any kind, whether as to quality or amount of Products delivered or for
non-delivery of Products, shall not exceed the invoice price of the quantities
of Products as to which the claim is made.

    


      (f)  IN NO EVENT SHALL
SUPPLIER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES ARISING IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY
(INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR REVENUE, DOWNTIME COSTS, LOSS
OF USE OF THE PRODUCTS, COST OF ANY SUBSTITUTE PRODUCT, FACILITY OR SERVICE, AND
ANY CLAIMS OF DISTRIBUTOR, DISTRIBUTOR’S CUSTOMERS OR OTHER THIRD PARTIES FOR
ANY SUCH DAMAGES).

      (g) The delivering carrier, and
not Supplier, is responsible for damage in shipment.  Packing material
should not be discarded when damage is found.  The delivering carrier
should be notified to inspect any damages. Damaged items cannot be returned to
Supplier without authorization.  Distributor or its customer should
contact Supplier for complete instructions.

    


      (h)  Buyer shall be
responsible for the installation, engineering, maintenance and sale of the
Products for its customer’s use.  Supplier shall provide Distributor
and Buyer with training and pre-sale technical support set forth in Schedule
D.   In addition to the foregoing, upon the reasonable request of
Distributor, Supplier agrees to review Distributor’s marketing materials and
provide advice with respect to such materials; provided, however, Supplier shall
not be responsible in any manner for such marketing materials or any statement,
representation or warranty made therein.

     

    
      	
              Confidential
      – not for Disclosure

            	
              4

            	 
      


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	 
      	
              CONFIDENTIAL
      TREATMENT REQUESTED

            
	 
      	
              WITH
      RESPECT TO PORTIONS HEREOF

            
	 
      	
              DENOTED
      WITH “***”

            


    

    


      (i)  Distributor and
its customers assume all responsibility and liability for injury or damages
resulting from their handling, possession, use or sale of Products including,
but not limited to any injury or damage resulting from the use of Products by
customers in their business operations or in combination with other substances
or products, and agree to defend and indemnify Supplier, its Affiliates and
their respective directors, officers, employees and agents from and against all
claims, losses, liabilities and expenses (including attorneys' fees and other
litigation or settlement costs) arising out of such handling, possession, use or
sale.  Buyer and its customers assume all responsibility and liability
for injury or damages resulting from their handling, possession, installation,
engineering, maintenance use or sale of Products including, but not limited to
any injury or damage resulting from the use of Products by customers in their
business operations or in combination with other substances or products, and
agree to defend and indemnify Supplier, its Affiliates and their respective
directors, officers, employees and agents from and against all claims, losses,
liabilities and expenses (including attorneys' fees and other litigation or
settlement costs) arising out of such handling, possession, installation,
engineering, maintenance, use or sale.

    


      (j)  Buyer shall
provide the pre-sale, post-sale, technical support and other services set forth
in Schedule D.

    


      (k)  Distributor and
Buyer each acknowledges and agrees that upon the expiration of the Warranty
Period, Supplier will have no further obligation for the maintenance, service or
repair of any Products unless the customer enters into a Supplier Service
Contract, and in such case, Supplier’s obligations shall be limited by the terms
of this Supplier Service Contract.

    


      (l)  Buyer shall
comply with all applicable laws, rules and regulations related to the Product
pre-sale, post-sale, technical support and other services provided hereunder and
the handling, possession, installation, engineering, maintenance and sale of the
Products.

    10.    
RETURN POLICY AND
CREDITS. Distributor shall not have the right to return any Products,
either during the term of this Agreement or upon termination hereof, unless (i)
such Product is defective or is in non-conformity, as determined by Supplier in
its reasonable determination, and Distributor has notified Supplier pursuant to
Section 9(a), and (ii) such Product does not comply with the Warranty contained
herein and Schedule C.  Returns of non-conforming Products require
prior written authorization from Supplier and shipping in accordance with
instructions provided by Supplier.  When contacting Supplier for
return authorization, Distributor must provide the invoice number, serial number
and date of shipment.  Authorized returns must be in clean factory
packaging.  All returns must be made by prepaid transportation unless
otherwise specified by Supplier.  Shipping charges on all returns will
be at Distributor’s or its customer’s expense unless Supplier confirms that the
product is defective, in which case reasonable shipping charges will be refunded
by Supplier.

    


    
      11.      INDEMNIFICATION.

    

    


      (a) Distributor shall indemnify,
defend and hold Supplier, Buyer, their Affiliates and their respective
directors, officers, employees, agents and advisors harmless from and against
any and all claims, demands, actions, causes of action, judgments, losses,
liabilities, costs and expenses of any kind, nature and description, including
but not limited to reasonable attorneys’ fees and other litigation expenses
(collectively, “Losses”), arising from or related to (i) any bodily injury or
wrongful death suffered by third parties arising out of the use of the Products,
to the extent attributable to the negligence or misconduct of Distributor, any
sub-Distributor or customer, (ii) Distributor’s and/or any sub-Distributor’s
breach of any of Distributor’s covenants or representations contained herein,
and (iii) any statement, representation or warranty made by Distributor, any
sub-Distributor or any of their respective employees or agents with respect to a
Product or its use that is not consistent with the statements, representations
or Warranty contained herein and Schedule C.  During the term of this
Agreement, Distributor agrees to maintain Commercial General Liability Insurance
in such an amount as is reasonably acceptable to Supplier.

    


      (b) Supplier shall indemnify,
defend and hold harmless Distributor and Buyer from and against any and all
Losses arising from or related to (i) any bodily injury or wrongful death
suffered by third parties arising out of the use of the Products, to the extent
attributable to the negligence or misconduct of Supplier, or (ii) any breach by
Supplier of any of its covenants, representations or warranties set forth
herein, subject to the limitations set forth in Section 9 hereof.

    


      (c)  Buyer shall
indemnify, defend and hold Supplier, Distributor, their Affiliates and their
respective directors, officers, employees, agents and advisors harmless from and
against any and all Losses arising from or related to (i) Buyer’s breach of any
of its covenants or representations contained herein, (ii) any statement,
representation or warranty made by Buyer or any of its employees or agents with
respect to a Product that is not consistent with the statements, representations
or Warranty contained herein and Schedule C, and (iii) any bodily injury or
wrongful death suffered by third parties arising out of the negligent
installation, engineering, maintenance, servicing or repairing of the Products
by Buyer or Buyer’s customer.  During the term of this Agreement,
Buyer agrees to maintain Commercial General Liability Insurance in such an
amount as is reasonably acceptable to Supplier and Distributor.

     

    
      	
              Confidential
      – not for Disclosure

            	
              5

            	 
      


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	 
      	
              CONFIDENTIAL
      TREATMENT REQUESTED

            
	 
      	
              WITH
      RESPECT TO PORTIONS HEREOF

            
	 
      	
              DENOTED
      WITH “***”

            


    

    


    12.    TERM AND
TERMINATION.

    


     
(a) The initial term of this Agreement shall commence on the date hereof and
continue for a period of 5 years, unless earlier terminated as provided
herein.  Unless notice of termination is delivered to the other
parties 180 days prior to the initial term or any renewal term, this Agreement
will automatically renew for consecutive additional periods of 1 year
each.

    


     
(b)   In the event the Deposit is not made as outlined in Section
3c the Supplier may (i) terminate this Agreement or (ii) at its option, to
negotiate in good faith to amend this Agreement.

    


            
 (c)  Supplier may terminate this Agreement with written notice
if Distributor’s purchase of Products during any contract year is less than ***
in the in the aggregate.   Supplier may terminate this Agreement
immediately with or without notice upon a breach by Distributor or Buyer, as the
case may be, of Distributor’s or Buyer’s obligations hereunder if Distributor or
Buyer, as the case may be, fails to cure such breach within 30 days after
receipt of a written demand from Supplier.  Any party may immediately
terminate this Agreement, with or without notice to the applicable other party,
if such other party files a petition for relief from its creditors under
applicable bankruptcy laws, becomes insolvent, has a receiver appointed for its
assets, or is subject to an involuntary bankruptcy petition which is not
discharged within 30 days after it is filed.  The termination of this
Agreement for any reason shall neither release Distributor or Buyer from the
obligation to pay any sum that may be owed to Supplier, nor operate to discharge
any liability that had been incurred by Distributor or Buyer prior to any such
termination.  Neither Supplier, Buyer nor Distributor shall, by reason
of the termination of this Agreement be liable to any other for compensation,
reimbursement or damages due to loss of profits on sales or anticipated sales or
losses due to expenditures, investments or commitments made hereto or in
connection with the establishment, development or maintenance of the business or
good will of Supplier, Buyer or the Distributor or on account of any cause
whatsoever.

    


     
(d) At the discretion of Supplier this Agreement may be canceled immediately
upon the transfer, directly or indirectly, of fifty percent (50%) or more of
either the assets or the voting stock or other indicia of ownership of
Distributor to any third party other than those owning or holding such assets or
equity on the date herein above set forth. Notice is to be provided to the
Distributor in writing.

    


      (e) Upon termination of this
Agreement and upon Supplier’s written consent (such consent not to be
unreasonably withheld), Distributor shall have the right to deplete their
respective existing inventory of Products through sales to their respective then
existing customers unless termination was for violation of any portion of
Section 2 then Distributor or Buyer loses the right to deplete their respective
existing inventory of Products. Supplier reserves the right in any event to
repurchase from Distributor or Buyer all or any part of Distributor’s or Buyer’s
existing inventory of Products for the lesser of the prevailing prices being
charged to Distributor, or the price paid by Distributor to Supplier for such
Products.  Other than the foregoing, Distributor will cease all use of
the Marks, cease to represent itself as authorized Distributor of Supplier
products and otherwise desist from all conduct that might lead any person or
entity to believe that Distributor is so authorized.

    


    
      13.    MISCELLANEOUS.

    

    


     
(a) This Agreement constitutes the entire agreement and understanding between
the parties with respect to the subject matter hereof and supersedes all
previous undertakings, agreements and representations between the parties,
written or oral, with respect to the subject matter hereof.  No
modification of, addition to, or waiver of any provisions of this Agreement
shall be binding upon a party hereto unless the same shall be in writing and
duly executed by a duly authorized representative of the parties
hereto.  No waiver by a party of any of its rights hereunder shall be
effective unless in writing and signed by the party to be charged
therewith.

    


     
(b) This Agreement may not be assigned in whole or in part by Distributor to any
third party.  Any attempt to assign, or any actual assignment of any
part of this Agreement by Distributor to any third party without Supplier’s
prior written approval, shall be deemed null and void and shall result in the
immediate termination of this Agreement.  This Agreement will be
freely assignable by Supplier to its affiliates or to any successor to its
business, whether acquisition of all or substantially all of its assets,
acquisition of equity, merger, consolidation or otherwise.

    


    (c) No
party shall be liable to another party for any delay or failure to perform
hereunder (excluding the failure to pay money due hereunder), which delay or
failure is due to causes beyond the reasonable control of said party, including
but not limited to acts of God, acts of the public enemy, acts of the United
States of America or any state, territory or political subdivision thereof or of
the District of Columbia, fires, floods, epidemics, quarantine restrictions,
strikes or freight embargoes.

    


     
(d) Intentionally Omitted.

    


     
(e)      Any notice permitted or required to be
given hereunder shall be in writing and delivered by certified mail, return
receipt requested, or by internationally recognized overnight express courier,
addressed to the parties at their respective addresses set forth on the
signature page of this Agreement or to such other address as either party may
designate by written notice delivered to the other party.

    


     
(f) This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, and together shall constitute one and the same
document.

    


     
(g) Intentionally Omitted.

    


     
(h) Intentionally Omitted.

     

    
      	
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              6

            	 
      


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	 
      	
              CONFIDENTIAL
      TREATMENT REQUESTED

            
	 
      	
              WITH
      RESPECT TO PORTIONS HEREOF

            
	 
      	
              DENOTED
      WITH “***”

            


    

    


     
(i) This Agreement shall be governed by and construed in accordance with the
laws of the state of New York without giving effect to the conflicts of laws
principles thereof, except that the interpretation and enforcement of this
arbitration provision shall be governed by the Federal Arbitration
Act.  Any controversy or claim arising out of or relating to this
Agreement or the validity, inducement, or breach thereof, shall be settled by
arbitration before a single arbitrator in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (“AAA”) then
pertaining, except where those rules conflict with this provision, in which case
this provision controls.  The arbitration shall be held in New York,
New York, or such other place that the parties may agree.  Within 30
days after initiation of arbitration, the parties shall reach agreement upon and
thereafter follow procedures assuring that the arbitration will be concluded and
the award rendered within no more than six months from selection of the
arbitrator.  Failing such agreement, the AAA will design and the
parties will follow such procedures.  THE ARBITRATOR SHALL NOT AWARD
ANY PARTY PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES.  Each party has the
right before or during the arbitration to seek and obtain from the appropriate
court provisional remedies such as attachment, preliminary injunction, replevin,
etc., to avoid irreparable harm, maintain the status quo or preserve the subject
matter of the arbitration.  In addition, a party may seek the
imposition of temporary or permanent injunctive relief to prevent or stop the
disclosure or misuse of any Confidential Information that it discloses to any
other party.  The parties hereby consent to the jurisdiction of the
Federal District Court for the District of New York, New York, for the
enforcement of these provisions and the entry of judgment on any award rendered
hereunder.  Should such court for any reason lack jurisdiction, any
court with jurisdiction shall enforce this clause and enter judgment on any
award.  The parties further agree that service of process shall be
proper if served pursuant to Section 13(e).  This paragraph shall
survive any termination or expiration of this Agreement.

    


     
(j)  In the event the English translation of this Agreement is
inconsistent with the translation of this Agreement into any other language, the
English translation shall control.

    


      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized respective representatives as of the day and year written
below.

    


    [SIGNATURES
TO FOLLOW]

    


    DAIS
ANALYTIC CORPORATION

    


    
      
        	
                By:

              	
                /s/ Timothy Tangredi

              
	 
      	 
      
	
                Name:

              	
                   Timothy
    Tangredi

              
	 
      	 
      
	
                Title:

              	
                   President and
    CEO

              


      

    

    


    Address:  11552
Prosperous Drive

     
Odessa, FL 33556 USA

    


    GENERTEC
AMERICA, INC.

    


    
      
        	
                By:

              	
                  /s/ Yuen Kong

              
	 
      	 
      
	
                Name:

              	
                   Yuen Kong

              
	 
      	 
      
	
                Title:

              	
                  
CSO

              


      

    

    


    Address: 805 Veterans
Blvd

     Suite210

     Redwood
City, CA 94063, USA

     

    
      	
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              7

            	 
      


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	 
      	
              CONFIDENTIAL
      TREATMENT REQUESTED

            
	 
      	
              WITH
      RESPECT TO PORTIONS HEREOF

            
	 
      	
              DENOTED
      WITH “***”

            


    

    


    SCHEDULE
A

    


    Products and Pricing:
Commercial, and Development Items

    


    Commercial
Retail Pricing Schedule:

    


    ***

    


    Development/Prototype (not
available at this time)

    


    
      	
               
      

            	
              ·

            	
              NanoAir

            	
              -
      Pricing to be determined after completion of
  development

            


    

    


    
      	
               
      

            	
              ·

            	
              NanoClear
      – Pricing to be determined after completion of
  development

            


    

     

    
      	
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      – not for Disclosure

            	
              2

            	 
      


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
      	 
      	
              CONFIDENTIAL
      TREATMENT REQUESTED

            
	 
      	
              WITH
      RESPECT TO PORTIONS HEREOF

            
	 
      	
              DENOTED
      WITH “***”

            


    


    SCHEDULE
B

    


    Form of Purchase Order and
Required Information – ConsERV  (NanoAir, and NanoClear need to be
developed)

    


    

     

    
      
        	
                Confidential
      – Not for Disclosure

              	
                1

              	
                August
      21, 2009    

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	 
      	
                CONFIDENTIAL
      TREATMENT REQUESTED

              
	 
      	
                WITH
      RESPECT TO PORTIONS HEREOF

              
	 
      	
                DENOTED
      WITH “***”

              


      

    

    


    SCHEDULE
C

    


    Product Warranty and
Remedies – ConsERV (NanoAir, and NanoClear are to be
developed)

    


    ConsERVTM
ENERGY RECOVERY VENTILATOR - LIMITED WARRANTY

    


    
      	
              1. 

            	
              LIMITED
      WARRANTY

            


    

    


    
      	
               
      

            	
              a.

            	
              ***
      PARTS WARRANTY-Dais Analytic Corporation (“DAC”) warrants to the original
      end user of this product that should a product manufactured by DAC and
      contained in this ERV product prove substantially defective due to
      improper workmanship and/or material under normal use and given proper
      installation for a period of *** from the date of installation, DAC will
      repair or replace, at its option, any DAC part which is defective without
      charge for the part. Such replacement parts are warranted for the
      remainder of the original warranty
period.

            


    

    


    
      	
               
      

            	
              b.

            	
              THIS
      WARRANTY DOES NOT INCLUDE LABOR or other costs incurred in servicing,
      repairing, removing, installing, return freight or handling either
      defective or replacement DAC parts or complete
  unit.

            


    

    


    
      	
               
      

            	
              c.

            	
              EXTENDED
      *** CORE WARRANTY- With respect to the third through the *** from the date
      of installation, should the core contained in the DAC energy recovery
      ventilator prove substantially defective due to improper workmanship
      and/or material under normal use and given proper installation DAC will
      repair or replace, at its option, the core without charge. Any such
      replacement core is warranted for the remainder of the original warranty
      period. THIS LIMITED WARRANTY DOES NOT INCLUDE LABOR or other costs
      incurred in servicing, repairing, removing, installing, or handling either
      the defective or replacement core.

            


    

    


    
      	
               
      

            	
              d.

            	
              NOTICE
      - To obtain replacement parts under the limited warranties herein, you
      must notify DAC in writing of any defect within the applicable warranty
      period.

            


    

    


    
      	
              2.

            	
              DAC
      shall have the right to inspect the product at the installation site. DAC
      shall have the option to (a) repair, replace or service at its factory or
      at the installation site any defect in material or workmanship contained
      in the DAC product; or (b) credit the owner for the cost of the repair; or
      credit owner for the purchase price paid for the DAC product. Any
      defective DAC product returned to DAC for repair or replacement must be
      shipped to DAC prepaid by owner in exchange for the repair or replacement.
      Owner must provide proof of the original date of installation of the
      product in order to establish the effective date of the warranty otherwise
      the effective date will be deemed to be the date of manufacture plus
      thirty (30) days. Return of any owner registration card is not a condition
      of the warranty nor shall it be used to establish the warranty period.
      However, please detach and return it so we can contact you should a
      question or issue of safety arise.  Warranty applies only to
      units for which DAC has received payment in
  full.

            


    

    


    
      	
              3.

            	
              This
      limited warranty applies only while the unit remains at the site of the
      original installation, only to units installed within the continental
      United States, Hawaii and Alaska. This limited warranty applies only if
      the init is installed and operated in accordance with DAC’s instructions
      and in compliance with applicable building codes and good trade
      practices.

            


    

    


    
      	
              4.

            	
              THIS
      WARRANTY DOES NOT COVER damages or injury caused
  by:

            


    

    
      	
               
      

            	
              a.

            	
              Accident,
      abuse, negligence, misuse or other improper use of the
      Product;

            


    

    
      	
               
      

            	
              b

            	
              Operating
      the product in a corrosive environment including an environment containing
      chlorine, fluorine or any other damaging
  chemicals;

            


    

    
      	
               
      

            	
              c.

            	
              Modification,
      alteration, repair or service by anyone other than a authorized DAC
      contractor;

            


    

    
      	
               
      

            	
              d.

            	
              Improper
      matching or application of the product or the
  components;

            


    

    
      	
               
      

            	
              e.

            	
              Failure
      to perform proper and timely maintenance and service of the product in
      accordance with the manufacturers’ instructions and good trade
      practices;

            


    

    
      	
               
      

            	
              f.

            	
              Fluctuations
      in electrical power, or any acts of
God.

            


    

    


    
      	
              5.

            	
              THIS
      LIMITED WARRANTY EXCLUDES ALL COSTS of installation, disconnecting or
      dismantling the product or core, any parts used in connection with normal
      maintenance (examples thereof being filters and belts) and any
      maintenance.

            


    

    


    
      	
              6.

            	
              No
      one is authorized to change this limited warranty in any respect or to
      create for DAC any other obligation or liability in connection with this
      product and its components.

            


    

     

    
      
        	
                Confidential
      – Not for Disclosure

              	
                1

              	
                August
      21, 2009    

              


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              CONFIDENTIAL
      TREATMENT REQUESTED

            
	 
      	
              WITH
      RESPECT TO PORTIONS HEREOF

            
	 
      	
              DENOTED
      WITH “***”

            


    

     

    
      	
              7.

            	
              Warranties
      with regard to any manufacturer’s equipment purchased by or provided to
      DAC and resold or otherwise provided by DAC to owner as part of the energy
      recovery ventilator are limited to that manufacturer’s warranty, if any.
      DAC assumes no liability of any nature, including warranty liability, with
      regard to any such manufacturer’s
equipment.

            


    

    


    
      	
              8.

            	
              YOUR
      ONLY WARRANTY AND REMEDY IS PROVIDED IN THIS LIMITED WARRANTY. ANY AND ALL
      OTHER WARRANTIES AND/OR GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY
      (INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY AND WARRANTY OF
      FITNESS FOR A PARTICUALR PURPOSE), AND ANY REMEDY, WHICH BUT FOR THIS
      PROVISION, MIGHT ARISE BY IMPLICATION OR OPERATION OF LAW, IS HEREBY
      EXCLUDED AND DISCLAIMED. UNDER NO CIRCUMSTANCES SHALL DAC BE LIABLE FOR
      ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR
      RELATING TO THIS PRODUCT, WHETHER ARISING OUR OF BREACH OF WARRANTY,
      BREACH OF CONTRACT OR OTHERWISE.

            


    

    


    9.    This warranty gives you specific legal
rights, and you may also have other rights that vary from state to state. This
warranty is not transferable.

     

    
      
        	
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      – not for Disclosure

              	
                2

              	 
      


      

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    	 
      	
            CONFIDENTIAL
      TREATMENT REQUESTED

          
	 
      	
            WITH
      RESPECT TO PORTIONS HEREOF

          
	 
      	
            DENOTED
      WITH “***”

          




    SCHEDULE
D

    Supplier, Distributor and
Buyer Support

    


    
      	 
      	
              Product Education

            
	 
      	 
      
	
              Distributor

            	
              Distributor
      shall participate in an initial product education session held by
      Supplier, as well as attend periodic product update education sessions.
      Distributor shall be responsible to provide education to Buyer on an
      initial and on-going or as-needed basis. Education shall consist of
      class-room style instructor lead sessions, and hand-out materials. These
      sessions and materials will cover topics of product function,
      configuration, application, pricing, and servicing.

            
	 
      	 
      
	
              Buyer

            	
              After
      the expiration of the initial training period, Buyer shall handle new
      employee training and refresher training without Supplier’ assistance, but
      Buyer shall still have the right to request technical knowledge and
      clarification from Supplier for the duration of this
      Agreement.  If Buyer requests the physical presence of a
      Supplier employee for training at a location other than a Supplier
      facility, Buyer shall be responsible for reasonable travel expenses for
      that Supplier employee.  In any information exchange or physical
      meeting that requires translation, Buyer shall be responsible for
      providing said translation services.

            
	 
      	 
      
	
              Supplier

            	
              ***

            
	 
      	 
      
	 
      	
              Engineering of Product

            
	 
      	 
      
	
              Distributor

            	
              Distributor
      may facilitate timely communications, if needed, between Buyer and
      Supplier to seek Supplier’s input on product engineering, installation,
      and servicing related issues. Buyer is ultimately responsible for field
      engineering of the Product.

            
	 
      	 
      
	
              Buyer

            	
              Buyer
      shall carry out any design and engineering tasks necessary to install the
      product in accordance with Supplier’s instructions. If Buyer or
      Distributor requests a change to the form factor or components of the
      product, Supplier shall have the right to request payment of a reasonable
      fee to cover Supplier’s direct expenses necessary to produce said changes
      in the product.

            
	 
      	 
      
	
              Supplier

            	
              ***

            
	 
      	 
      
	 
      	
              Information about
  Customers

            
	 
      	 
      
	
              Distributor

            	
              Distributor
      shall maintain reasonable and sufficient information about all sales of
      products to enable warranty service for the span of any warranty provided
      by Supplier.  Upon request by Supplier, Distributor may be asked
      to provide any reasonable data about the Buyer(s) including warranty
      replacements, or service calls, including but not limited to: geography,
      frequency, duration before failure, and service history of a given
      Product.

            
	 
      	 
      
	
              Buyer

            	
              Buyer
      shall maintain reasonable and sufficient information about all sales of
      products to enable warranty service for the span of any warranty provided
      by Supplier.  Upon request by Supplier, Buyer shall compile any
      reasonable data about these warranty replacement or service calls,
      including but not limited to: geography, frequency, duration before
      failure, and service history of a given Product.

            
	 
      	 
      
	
              Supplier

            	
              ***

            


    

     

    
      
        	
                Confidential
      – Not for Disclosure

              	
                1

              	
                August
      21, 2009

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              CONFIDENTIAL
      TREATMENT REQUESTED

            
	 
      	
              WITH
      RESPECT TO PORTIONS HEREOF

            
	 
      	
              DENOTED
      WITH “***”

            


    

     

    
      
        
          
            	 
      	
                    Service Requirements

                  
	 	 
	
                    Distributor

                  	
                    Distributor
      may facilitate timely communications, if needed, between Buyer and
      Supplier to seek Supplier’s input on product engineering, installation,
      and servicing related issues.

                  
	 	 
	
                    Buyer

                  	
                    Buyer
      shall investigate all inquiries relating to and service all Products
      located within the Territory and Market Segment. The foregoing obligation
      shall include but is not limited to responding to inquires and providing
      service relating to warranty and/or performance issues and applies to all
      such Products. No reimbursement or additional compensation for the
      foregoing support and service shall be provided by Supplier without prior
      approval by Supplier.

                  
	 	 
	
                    Supplier

                  	
                    ***

                  


          

        

      

    

    


    
      	 
      	
              Supplier Requests for
      Assistance

            
	 
      	 
      
	
              Distributor

            	
              Distributor
      may be asked to facilitate timely communications, and
      follow-up,  if needed, between Buyer and Supplier seeking to aid
      Supplier in a variety of issues related to the
products.

            
	 
      	 
      
	
              Buyer

            	
              Buyer
      shall, upon Supplier’ request and subject to any limitation made by
      Supplier with respect to said request, provide Supplier assistance,
      service and support in accordance with any Supplier product sold within
      the Territory.

            
	 
      	 
      
	
              Supplier

            	
              ***

            


    

    


    
      	 
      	
              Warranty Parts

            
	 
      	 
      
	
              Distributor

            	
              Buyer
      shall make warranty replacements of parts subject to warranty coverage by
      Supplier out of stock available in China if replacement parts meet all
      Supplier specifications.

            
	 
      	 
      
	
              Buyer

            	
              Buyer
      shall make warranty replacements of parts subject to warranty coverage by
      Supplier out of stock available in China if replacement parts meet all
      Supplier specifications.

            
	 
      	 
      
	
              Supplier

            	
              ***

            


    

     

    
      
        	
                Confidential
      – not for Disclosure

              	
                2