1. The term of this lease is Three(3) years beginning on -------------- the first day of January 2006, and ending on the 31st day of December, 2008 at the rent of

                                              [EXHIBIT 10.1]
                            LEASE

THIS AGREEMENT, made this 21st day of December 2005 between
Xxxx Investments herinafter called OWNER, with an address at
----------------
00 X Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000
---------------------------------------

                             AND

PSI-TEC CORPORATION hereinafter called TENANT with an
-------------------
address at Beacon Hill Development Center, 2320  Lighthouse
           ------------------------------------------------
Xxxx, Xxxxxxxxxx, XX 00000.
--------------------------

PREMISES

     WITNESSETH, That Owner has leased to Tenant as Tenant
has leased from owner, all those certain premises in the
state of Delaware, New Castle County, described as follows:
00 X Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000 consisting of
-----------------------------------------------------
approximately +/- 1,400 square feet of warehouse/office
-------------------------------------------------------
space as shown on Exhibit A upon the following terms and
---------------------------
conditions:

TERMS/RENT

  1.   The term of this lease is Three(3) years beginning on
                                 --------------
     the first day of January 2006, and ending on the 31st day of
     December, 2008 at the rent of

Year                         Monthly rent
-----------------------------------------
1/1/06 to 12/31/06            $675.00

1/1/07 to 12/31/07            $695.00

1/1/08 to 12/31/08            $716.11

Each beginning on the 1st day of January, 2006, and
continuing on the 1st day of each month thereafter, at the
office of 00 X Xxxxxx Xxxxx, Xxxxxxxxxx, XX, 00000 during
business hours, or at such other place as owner may in
writing from time to time direct, and Tenant does for
itself, it's successors and assigns, covenant the promise to
pay said rent without further notice.  Rents are due
promptly on the first day of each month; and in the event
the Tenant becomes delinquent for more than 5 days after the
due date, Tenant authorizes Landlord to impose a 95%0 per
month late charge; and in the event the Tenant becomes
delinquent for more than (30) days after the due date,
Tenant authorizes the Landlord to enter premises and take
possession.  The owner shall have the right to change locks,
discontinue utilities in the Tenant's name and to take any
legal action necessary to recover delinquent rents.  A late
fee in the amount of 5% of the monthly rent shall be charged
if rent is not paid in full by the 5th day after the due
date.

USE OF PREMISES


                                                                1



  2. Tenant may use and occupy said premise for the
     following purpose:  Warehouse, laboratory and general office
                         ----------------------------------------
     and for no other purpose, except with the prior written
     consent of the Owner.

  Tenant shall comply with all applicable City, County and
  State Laws, ordinances, and regulations, and with the
  rules and regulations of the Local Board of Underwriters
  with respect to use and occupancy of the said premises.
  Tenant shall not permit the conduct of any business,
  trade or occupation on said premises, or anything to be
  done thereon, which may void or make voidable any policy
  of insurance held by Owner thereon.  Tenant shall keep
  the demise and all improvements and fixtures in good
  condition, order and repair, throughout the term of the lease.


POSSESSION

  3. Tenant agrees that in the event of the liability of
     Owner to deliver possession of the premises at the
     commencement of the lease term, Owner shall not be liable
     for any damage caused thereby, nor shall this lease be void
     or voidable, but Tenant shall not be liable for any rent
     until such time as Owner can and does offer to deliver
     possession of the premises to Tenant and the total rent
     payable by Xxxxxxx and the commencement date of the lease
     term shall both be adjusted accordingly.



SERVICES

  4. The parties agree that each shall, subject to further
     provisions hereof, furnish and pay for the services and
     items assigned to them below, in addition to the other
     considerations recited herein:

     A.  Heat as required                                     Tenant
     B.  Air Conditioning as required                         Tenant
     C.  Electricity for ordinary lighting and for office
         machines                                             Tenant
     D.  Maintenance of plumming, heating air conditioning    Tenant
         and electric equipment
     E.  Water and Sewer rent(pro rata share)                 Tenant
     F.  Clearing of ice and snow from sidewalks; sanding     Tenant
         And or salting
     G.   Replacement of broken window glass                  Tenant
     H.   Janiter and cleaning service                        Tenant
     I.   Window washing                                      Tenant
     J.   Ordinary repairs                                    Tenant
     K.   Ordinary repairs and maintenance                    Tenant
     L.   Structural repairs                                  Tenant
     M.   Parking lot maintenance, including plowing, etc     Tenant
          When necessary ( pro rata share CAM)


                                                                2



     N.   Roof repairs and maintenance                        Tenant
     O.   Rubbish removal                                     Tenant
     P.   Security                                            Tenant
     Q.   Light bulb replacement                              Tenant
     R.   Overhead door and opener repair & maintenance       Tenant
     S.   Real estate taxes & hazards insurance               Tenant


     Owner shall not be liable for any failure to furnish
     the services  and items assigned to it above if such
     failure is due to a shortage of materials, supplies,
     labor, services and other cause beyond it's control.

SIGN

  5. No  sign,  advertisement, notice shall be inscribed,
     painted or affixed on any part of the outside or inside of
     said building without the written consent of the Owner,
     which consent Owner agrees not to withhold reasonability.

SUBLETTING

  6. Tenant  shall not sublet, transfer or in any  manner
     dispose of the said premises or any part thereof, for all or
     any part, of the term hereby granted, without the prior
     written consent of the owner, such consent shall not be
     unreasonably  withheld.  If the Tenant merges  into  or
     consolidates  with, or liquidates  or  sells  al  or  a
     substantial part of it's assets to any person, corporation
     or organization of any kind, such action shall constitute an
     assignment or transfer of the premises within the meaning of
     the lease.

PEACEABLE SURRENDER OF PREMISES

  7. On  the  last day of the lease term as  presently written,
     or  on  the last day of any renewal  or  extension thereof,
     or  upon  sooner  termination  by  mutual  written agreement,
     Tenant shall peaceably surrender the premises in as good a
     condition  as reasonable and  proper  use will permit.  Any
     personal property left upon the premises  shall be  deemed
     abandoned by the Tenant.  Tenant shall leave  the premises
     broom clean.

ALTERATIONS

  8. Tenant shall not make any alterations, additions or
     improvements  to the said premises without the prior written
     consent of the owner.  In no event shall any structural
     change or any other change or modification be made to
     structure, heating, electrical or pluming services be
     undertaken by Tenant or employee or agent of Tenant.  Any
     approved additions, alterations or improvements shall be
     done in accordance wit the applicable State and County Laws
     and Ordinances and building and zoning rules and
     regulations.  Tenant hereby expressly assumes full
     responsibility for all damages and for injuries which may
     result, to any person or property by reason of or resulting
     from said alterations, additions or improvements and shall
     hold owner harmless with respect thereto.


                                                           3



  Any alterations, additions, or improvements made in, to
  or on the premises shall, unless otherwise provided by
  written agreement, be the property of Owner, and shall
  remain upon and be surrendered with the premises, except
  for the Tenants Trade fixtures.  Tenant shall pay, when
  due, any and all sums of money that may be due for any
  and all labor, services, materials, supplies or equipment
  alleged to have been furnished or to be furnished to or
  for Tenant in, on or about the premises, and which may be
  secured by any mechanic's materialmen's or other lien
  against the premises or of Owner's interest therein, and
  Tenant shall cause each such lien to be fully discharged
  and released at the time and performance of any
  obligation secured by and such lien matures or becomes
  due.


LIABILITY

  9. Owner in no event shall be liable for any damage or
     injury to Tenant or any agent or employee of Tenant, or to
     any person or persons coming upon the said premises in
     connection with the occupancy by Tenant or otherwise , or to
     any goods, chattels, or other property of Tenant, or any
     other person or persons which may, during the term of this
     lease, be located in said premises, caused and contributed
     by water, rain, snow, breakage of pipes, leakage, or by any
     other cause except the willful negligence of the Owner, it's
     agents or employees.

OWNER'S INSPECTON

  10. Owner and persons designated by it to have the
      right to enter the said premises at reasonable hours to
      examine the same and to do such work as Owner is
      obligated to do under the terms hereof, or to do such
      work as Owner shall deem necessary for the safety or
      preservation of the said premises; provided however, that
      the same shall not interfere reasonably with the conduct
      of the Tenant's business.

FIRE

  11. If fire or casualty to the rental unit occurs without
      fault of the part of Tenant, or other person on premises
      with Tenant's consent, thereby rendering the premises or
      appurtenances necessary to the use thereof partially or
      wholly unusable, the Tenant may:

  a) if the premises is totally destroyed by fire or other
     casualty; immediately quit the premises and notify Owner in
     writing of Tenant's election to quit within (1) week after
     vacating, in which case the rental agreement shall terminate
     as of the date of such notice.  If Tenant fails to notify
     Owner of Tenant's election to quit Tenant shall be liable
     for rent accruing to the date of Owner's actual knowledge of
     Tenant's vacation, or impossibility of further occupancy ;
     or,

  b) if continued occupancy is otherwise lawful, Tenant may
     vacate any part of the premises rendered unusable by the
     fire or casualty, in which case the Tenant's liability for


                                                           4



     rent shall be no more than the market value of that part of
     the premises which Tenant continues to use and occupy.


INDEMNITY

 12. Tenant for itself, it's successors and assigns,
     covenants and agrees to indemnify and hold harmless Owner,
     it's successors and assigns, of and from any and all damages
     and for liability from anything whatsoever for arising from
     or out of, or in connection with the occupancy of the said
     premises by Tenant, it's agents or servants, and for itself,
     it's successors and assigns, does hereby release Owner, it's
     successors and assigns from any change or damage of
     liability arising from anything in connection with the
     occupancy of the Tenant of the said premises, unless the
     same shall be caused by the negligence of the Landlord, it's
     agents, or employees.

 13. In the event Tenant's occupancy causes any increase in
     premium for the fire, boiler and/or casualty rates on the
     leased premises or the building of which they are a part
     above the rate for the least hazardous type of occupancy
     legally permitted in the leased premises, the Tenant shall
     pay the additional premium on the fire boiler and/or
     casualty insurance policies by reason thereof.  The Tenant
     shall also pay in such event, any additional premium on the
     rent insurance policy that may be carried by the Owner for
     it's protection against rent loss through fire..  Bills for
     such additional premium shall be rendered by Owner to Tenant
     at such times as Owner may elect, and shall be due from, and
     payable by Tenant when rendered, and the amount thereof
     shall be deemed to be, and paid as additional rent.

BREACH OR DEFAULT BY TENANT

  14. Any breach by Tenant of any conditions of this lease,
      not including payment of rent, may be cured by Owner for the
      account of and at the expense of Tenant, and any sums so
      advanced shall be paid to Owner on the first day of the
      following month.

  Should Tenant be in default of any of the terms or conditions of
  this lease, while such default continues, neither the whole or
  any part of the furniture, equipment or supplies located in the
  premises shall be removed there from, except with the written
  consent of Owner, first obtained.


REAL ESTATE TAXES AND BUILDING INSURANCE

 15. Tenant will pay it's pro rata share all real property
     taxes which have been, or may be assessed by any lawful
     authority against the land and improvements.  Should such
     aforesaid taxes exceed, in any subsequent lease year, the


                                                           5



     amount paid for the first full year of taxes assessed
     against the land and improvements, the Tenant shall pay as
     additional rent Tenant's proportionate share of the total
     increase, based upon the percentage of increase over the
     taxes in the first lease year.  Tenant shall also pay for
     it's pro rata share of Owner's cost of fire, hazard and
     liability insurance maintained by owner for the building and
     common areas which the premises is a part.  Invoices for the
     above items shall be payable by Tenant within 15 days of
     receiving invoice from owner.

INSURANCE

  16. Tenant shall maintain in full force and effect, at it's
      sole cost and expense, during the term of this lease or any
      renewal or extension thereof, (i) public liability insurance
      including contractual liability, with respect to the leased
      premises in companies and in form acceptable to Owner,
      providing on an occurrence basis, a minimum combined single
      limit of One Million Dollars ($1,000,000) per occurrence and
      Two Million Dollars ($2,000,000) in the aggregate, and (ii)
      fire and extended coverage insurance on Tenant's personal
      property, including inventory, trade fixtures, floor
      coverings, furniture and other property, and Tenant's
      leasehold improvements.  Such a policy shall name Owner and
      Tenant as insured's as their interest shall appear, and
      shall be affected by valid and enforceable policies issued
      by insurers of recognized responsibility satisfactory to
      Owner.  Policy shall also contain a provision that said
      policy shall not be cancelled except after Ten (10) days
      written notice  to Owner.  The policy shall expressively
      waive and bar any claim of subrogation against Owner.
      Appropriate certificates shall be furnished to Owner by
      Tenant to prove issuance of such policies and their coverage.

PERSONAL PROPERTY TAXES

  17. Tenant shall be liable for the payment of all taxes
      levied against any personal property or trade fixtures
      placed in, on, or about the premises, including shelves,
      counters, vaults, vault doors, wall safes, partitions,
      machinery, electrical or electronic equipment.  If Owner is
      required to pay any of such taxes, Tenant, upon demand,
      agrees to reimburse Owner therefore.

BANKRUPTCY

  18. In the event Tenant shall file voluntary petition in
      bankruptcy, make an assignment for the benefit of creditors,
      or be adjudged a bankrupt, or if a receiver, trustee, or
      custodian is appointed for Tenant by any court, or if Tenant
      files any petition for relief under any section of the
      bankruptcy laws of the United States now in force or
      hereafter enacted, or if Tenant takes advantage of any
      insolvency act of ant state or the United States now in


                                                           6



      force or hereafter enacted, or if the interest of the Tenant
      shall be sold under any execution or other legal process,
      issued out of any court, or if Tenant shall abandon or
      vacate the said premises during the said term, or if Tenant
      shall break any promise or covenant on it's part to be
      performed, then in any such even it shall be lawful for
      owner, at any time thereafter, at it's option, while the
      same continues, if it shall continue for a period of Ten(10)
      days, upon ten(10) days written notice Tenant to enter said
      premises and again have possession thereof and occupy the
      same as id the lease had not been made, and thereupon this
      lease and everything contained herein upon the part of the
      owner to be done and performed  , shall cease and become
      null and void, without prejudice to the right of Owner to
      recover from Tenant by distraint  , attachment or other
      legal process, all rents or additional rents due and owing
      according to the terms of this lease, or any damages
      resulting from the violation of this lease or the terms
      hereof.

SECURITY DEPOSIT

  19. Tenant has deposited with Owner $1,575.00, receipt
      whereof is hereby acknowledged, a security for the full and
      faithful performance of each and every term, provision,
      covenant and condition of this lease.  In the event Tenant
      defaults in respect of any of the terms, provisions,
      covenants or conditions of this lease, including but not
      limited to the payment of rent, Owner may use, apply, or
      retain the whole or any part of such security for the
      payment of any rent in default or for any other sum which
      owner may spend or be required to spend, by reason of
      Tenant's default.  Should tenant faithfully and fully comply
      with all the terms, provisions, covenants, and conditions of
      this lease, the security deposit or any balance thereof
      shall be returned to Tenant at the expiration of the term
      hereof.  Tenant shall not be entitled to any interest on
      said security deposit.

  20. The failure of owner to insist upon a strict
      performance of any of the terms, conditions and covenants
      herein, shall not be deemed a waiver of any rights or
      remedies that owner may have and shall not be deemed a
      waiver of any subsequent breach or default in the terms,
      conditions and covenants herein contained.

EMINANT DOMAIN

  21. If the whole or any part of the premises leased to
      Tenant shall be taken by any public authority under the
      power of eminent domain, then the term of this lease shall
      cease on the part so taken on the date possession of the
      part is surrendered and any unearned rent paid or credited
      in advance shall be refunded, and from that day, Tenant
      shall have the right either to cancel this lease and to
      declare the same null and void, or to continue in possession
      of the remainder of the premises under the terms herein


                                                           7



      provided, except that the rent shall be reduced in
      proportion to the portion of the premises taken.  Tenant
      shall notify owner within thirty (30) days after
      notification by the owner and/or such public authority of
      the intention to take a portion of the premises leased to
      tenant of it's intention to cancel the lease; otherwise, the
      lease shall continue on the terms and conditions
      hereinbefore stated as to the portion not taken for the
      remainder of the term.  Tenant shall not be entitled to
      receive any part of any award or awards that may be made to
      or received by owner.  Tenant at it's own expense may take
      independent proceedings against the public authority
      exercising the power of eminent domain to prove and
      establish any damage Tenant may have sustained.

ABSENCE FROM PREMISES

  22. At any time during the term of this lease or any
      renewal or extension thereof, Tenant agrees to inform owner
      in writing, if and when premises are due to be unoccupied
      for an extended period of time (10 working days or more);
      such notice will be given no later than the first day of
      such absence.

  23. Time is of the essence of this lease.

SUBORDINATION

  24. Tenant agrees that this lease shall be subordinate
to any mortgages or trust deeds which may now be in effect
or hereafter be placed upon the real property of which the
demised premises form a part, and to any and all advances
made or to be made thereunder.

NOTICES

  25. Any notice provided for herein shall be given by
      registered mail , postage prepaid, addressed, if to Owner at
      Xxxx Investments at 00 Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000
      and if to Tenant at PSI-TEC Corporation; Beacon Hill
      Development Center, 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX
      00000 Atten: Xxxxxx Xxxxxx

TERMINATION

  26. Subject to the options to renew provided in the Rider,
      it is agreed that this lease shall be terminate without
      notice by either party, upon the expiration of the period
      specified in Paragraph 1 hereof.

HOLDOVER


                                                           8



  27. Any holding over after the expiration of the term
      hereof, without the written consent of owner, shall be
      construed to be a tenancy from month to month at one and one
      half (1and 1/2) hereinbefore specified .  If owner's written
      consent is granted, the rent shall be at the amount being
      paid at expiration date of this lease.

RIDER

  28. A Rider consisting of One(1) pages , with sections
      numbered consecutively N/A through N/A is attached hereto
      and made part hereof.

NO OPTION

  29. The submission of this lease for examination does not
      constitute a reservation of or option for the leased
      premises and this becomes effective as a lease only upon
      execution thereof by Owner and Tenant.  If this lease is not
      executed by both parties and fully executed copies delivered
      to both parties by then, this lease shall be null and void.

COMMISSION

  30. In consideration of it's services in negotiating this
      lease, Owner, it's successors or assigns, agrees to pay
      Xxxxxx Realty Co. it's successors or assigns, a commission
      equal to four percent (4%) upfront for the term of this
      lease and for any extension or renewal.  In the event said
      commission is not paid within thirty(30) days of the due
      date, Xxxxxx Realty Co. shall have the right to accelerate
      payment of the balance of future commissions base upon the
      Tenant exercising all options to renew and extend this lease
      and all such future commissions shall become due and payable
      at once upon demand.

  If the tenant or any assigns of tenant or any form of ownership in
  which tenant is connected with, purchase the real estate which the
  premises are a part, during the term of this lease or any extension
  thereof, and for 180 days after this lease, or any extension thereof,
  expires, Owner, it's successors or assigns, agrees to have Xxxxxx
  Realty Co., it' successors or assigns, represent the owner in the
  transaction and pay a commission equal to 6 percent of the sales
  price (gross consideration),

       The owner agrees that these commission
  covenants shall survive any sale, conveyance, lease
  or other transfer of the building and any breach
  hereof shall constitute a lien against the building
  that shall run with the building.

HAZARDOUS SUBSTANCES

  31. During the term of this lease or any extension, renewal
      or expansion thereof the xxxxx agrees not to generate,
      manufacture, store, treat, dispose, release or threaten


                                                           9



      release of any hazardous waste or substance by tenant or by
      agent, employee or invitee of tenant on or about any of the
      property. Tenant also agrees that all the activity of the
      tenant shall be conducted in compliance with all applicable
      federal, state and local laws, regulations and ordinances.
      Tenant authorizes landlord and it's agents to enter the
      properties and premises to make sure such inspections and
      tests, as landlord may deem appropriate to determine
      compliance of the property with this section of the lease.
      If tenant does generate, manufacture, store, treat, dispose,
      release or threaten to release any hazardous waste on the
      property, tenant shall become liable for cleanup and the
      cost to cleanup the property.  Tenant also agrees to
      indemnify, hold harmless the landlord against any and all
      claims, losses, liabilities, damages, penalties and expenses
      which landlord may directly or incur or suffer as a result
      from a breach of this section of the lease.  Tenant also
      agrees not to store any junk cars or parts anywhere outside
      of the premises during the term or extension of this lease.

OUTSIDE STORAGE & LOITERING

Tenant agrees not to store or place any junk, damaged cars,
automobile parts or material outside the premises.  Tenant
understands that no loitering, drag racing, or any excessive
noise or music is permitted on or around the premises.
Tenant further understands that no pets are allowed on the
premises.  The existence of any of these violations shall be
determined by the sole discretion of the Owner.

     As used herein, the neuter gender shall be construed as
feminine or masculine gender, as the case may be.

     This agreement shall bind and benefit the parties
hereto and their respective Executors, Administrators,
Heirs, Successors and Assigns.



                   SIGNITURE PAGE TO FOLLOW:




                                                           10



       IN WITNESS WHEREOF, the parties have caused this
       lease to be executed on the date first above
       written.

       SEALED AND DELIVERED
       IN THE PRESENCE OF:

                                     OWNER: Xxxx
       Investments

       _________________________     _______________________
       Witness                       Xxxxxx Xxxx

                                     Tenant:PSI-TEC
       Corporation


       __________________________    ________________________(seal)
       Witness                       By:
                                     Tenant:PSI-TEC
       Corporation




       ________________________      ________________________(seal)
       Witness                       By:
















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