EX-10.113

                               SURRENDER AGREEMENT


              AGREEMENT  made as of the  14th  day of  December,  2001,  between
SPACELY LLC, a Delaware limited liability company having its principal office at
345 Park Avenue,  New York, New York 10154,  as landlord  (referred to herein as
"Owner") and PWR SYSTEMS, INC., a New York corporation having their offices 3500
Sunrise Highway, Great River, NY, as tenant (referred to herein as "Tenant").

                              W I T N E S S E T H :


              WHEREAS:

         1. Under date of June 1, 2000,  Owner,  as  landlord,  and  Tenant,  as
tenant,  entered into a lease affecting a portion of the building known as Suite
T-102 in the "Tech" Building at the Long Island Technology Center,  3500 Sunrise
Highway, in the Town of Islip, County of Suffolk,  State of New York, for a term
to end on August 31,  2005,  unless  sooner  terminated  pursuant  to any of the
terms, covenants and conditions of said lease or pursuant to law (said lease, as
modified by various  written  agreements,  if any, is referred to as the "Lease"
and the premises demised  therein,  together with all  appurtenances,  fixtures,
improvements,  additions  and  other  property  attached  thereto  or  installed
therein,   other  than  Tenant's  personal  property  are  referred  to  herein,
collectively, as the "Demised Premises"); and

         2.  Tenant  now  desires  to  terminate  the Lease  and to  vacate  and
surrender  to Owner the Demised  Premises  as of December  14, 2001 and Owner is
willing to accept such  surrender,  subject to the provisions of this Agreement;
and

         3. The  parties  desire  to record  herein  their  understandings  with
respect to the foregoing:


              NOW,  THEREFORE,  in  consideration of the mutual covenants herein
contained the parties agree as follows:

                    A. 1. (a) The  Lease  and the  term  demised  therein  shall
terminate  and come to an end on December  14, 2001  (referred  to herein as the
"Surrender  Date"),  unless  sooner  terminated  pursuant  to any of the  terms,
covenants or conditions of the Lease or pursuant to law. Tenant agrees to vacate
and  surrender  to Owner,  free of all  tenancies  and  occupancies,  the entire
Demised  Premises,  on or prior to the Surrender  Date, as if the Surrender Date
was the date  originally  fixed for the  expiration  of the term  demised in the
Lease and Tenant shall fully comply with the provisions of Article EIGHTH of the
Lease  (entitled  "End of Demised  Term") on or prior to the


<PAGE>

Surrender  Date. If requested by Owner,  Tenant agrees to execute and deliver to
Owner,  after the  Surrender  Date,  a  further  Agreement,  in form  reasonably
satisfactory  to Owner,  evidencing  the  surrender  of the Demised  Premises to
Owner;  however,  neither  Owner's  failure to request  such  execution  of such
instrument  nor Tenant's  failure to execute and deliver such  instrument  shall
vitiate the provisions of this Paragraph A.1.

                    Notwithstanding   the  termination  of  the  Lease  and  the
surrender by Tenant to Owner of the Demised  Premises as of the Surrender  Date,
and in  consideration  of Owner's  acceptance  of the surrender of the Lease and
Demised  Premises by Tenant to Owner,  Tenant shall pay to Owner any charges due
under the Lease  through  the  Surrender  Date,  including,  but not limited to,
Tenant's  obligation to pay Fixed Rent, any increases  therein,  additional rent
and  any  other  sums  due  under  the  lease  including,  but not  limited  to,
sub-metered electric charges when same are billed to Tenant.

                         2. Provided  Tenant is not then in default under any of
its obligations  under the Lease or this Agreement after any applicable  periods
of grace and cure,  and provided that this  Agreement  has been  unconditionally
executed  and  delivered by Owner and Tenant is not in default in the payment of
any sums due under the Lease,  Tenant  shall be  released  from its  obligations
under the Lease accruing after the Surrender  Date,  including,  but not limited
to,  those  obligations  set forth in  Article  EIGHTH of the  Lease,  except as
otherwise provided in this Agreement.  Nothing contained in this Agreement shall
be deemed to  affect,  modify or limit  Tenant's  obligation  to pay the  annual
rental rate reserved in the Lease, and any increases therein, and any additional
rent or charges  accruing with respect to all periods prior to and including the
Surrender  Date. The provisions of Article  TWENTY-FIRST  of the Lease (entitled
"Tax  Escalation")  shall  remain in full force and effect  with  respect to all
periods  prior to and  including  the  Surrender  Date.  Owner shall  deliver to
Tenant,  in accordance with the provisions of Section B.2. of this Agreement and
prepared in accordance  with the terms of the Lease,  a bill with respect to all
periods to and  including  the  Surrender  Date for which  periods Owner has not
already  submitted to Tenant a bill.  All unpaid  increases in the annual rental
rate  reserved  in  the  Lease  pursuant  to  the  provisions  of  said  Article
TWENTY-FIRST  and shown on such bill  submitted  to Tenant  shall be  payable by
Tenant within thirty (30) days after demand therefor.

                         3. Tenant  represents and warrants to Owner that Tenant
is not in default under any of the terms,  covenants or conditions of the Lease,
and that Tenant has not at any time heretofore  committed or suffered,  and will
not at any time  hereafter  commit or  suffer,  any act,  deed,  matter or thing
whatsoever  whereby the Demised  Premises or any part thereof are or shall be at
any time  hereafter in any way  impeached,  charged,  affected,  or  encumbered.
Tenant represents and warrants to Owner that Tenant did not deal with any broker
in connection with this


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<PAGE>

transaction.  Tenant's  obligations  under the  provisions  of  Article  EIGHTH,
THIRTEENTH and TWENTY-FIRST of the Lease and of this Agreement shall survive the
expiration of the term of the Lease.

                         4.  (A)  Tenant  acknowledges  that  the  Security  (as
described in Article  TWENTIETH of the Lease) held by Owner for the  performance
of Tenant's  obligations  under this Lease as security  shall be  transferred by
Owner for the account of Tenant with  respect to its new lease  affecting  Suite
T-115 as of the Surrender Date.

                              (B) Tenant shall upon  demand,  pay all of Owner's
reasonable  counsel fees for the  preparation  of this  Agreement  and the lease
affecting Suite T-115 and all related collateral  documents.  Such fees shall be
deemed to be additional  rent under such new lease and shall be  collectible  as
same thereunder.

                    B. 1. Tenant shall  indemnify  and hold Owner  harmless from
any  attorneys'  fees or costs  incurred by Owner in connection  with or arising
from any default by Tenant in the  performance or observance of its  obligations
under this Agreement.

                       2. All notices, demands, requests or other communications
given or required  to be given under this  Agreement  after the  Surrender  Date
shall be effective  only if rendered or given in writing,  sent by registered or
certified mail (return receipt requested optional) addressed as follows:  (a) to
Owner,  at Owner's  address set forth  above,  with a copy to Goldfarb & Fleece,
Esqs., 345 Park Avenue, New York, New York 10154,  Attention:  Philip A. Glantz,
Esq., or (b) to Tenant,  at Tenant's  address set forth above.  Any such notice,
demand,  request or communication  shall be deemed rendered or given on the date
it shall have been mailed as provided in this  Paragraph  B.2.  Any such notice,
demand, statement,  request or other communication to be given or rendered under
this  Agreement  prior  to the  Surrender  Date  shall be  rendered  or given as
provided in the provisions of Article EIGHTEENTH of the Lease.

                    C.  This  Agreement  embodies  and  constitutes  the  entire
understanding  between the parties with respect to the transaction  contemplated
herein.  This Agreement may not be modified,  amended or  terminated,  except by
written  instrument  executed by the parties  hereto.  This  Agreement  shall be
governed by and construed in accordance  with the laws of the State of New York.
This  Agreement  shall not be  binding or  effective  until  this  Agreement  is
executed and  delivered by Owner and Tenant.  This  Agreement may be executed in
counterparts,  each of which  shall  constitute  an  original,  but all of which
together shall constitute one and the same instrument.

                    D. Except to the extent expressly  modified by the foregoing
provisions of this Agreement,  the Lease is hereby ratified and confirmed in all
respects.



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<PAGE>

              IN WITNESS  WHEREOF,  the parties  hereto have  hereunto set their
hands and seals as of the day and year first above written.

                                      SPACELY LLC

                                      By: Rudin LITC Associates, Managing Member


                                      By /s/ William Rudin
                                        -----------------------------------
                                        Name: William Rudin, Owner
                                        Title: Managing Member



                                      PWR SYSTEMS, INC.,

                                      By /s/ Vincent Dispigno
                                        -----------------------------------
                                        Name: Vincent Dispigno, Tenant
                                        Title: President




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<PAGE>


                   UNIFORM FORM CERTIFICATE OF ACKNOWLEDGMENT
                             (Within New York State)

State of New York   )
                    :ss.:
County of Suffolk   )


                  On the Jan day of  30th,  in the year  2002,  before  me,  the
undersigned,  personally  appeared Vincent  Dispigno,  personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that
he/she/they  executed  the  same in  his/her/their  capacity(ies),  and  that by
his/her/their signature(s) on the instrument,  the individual(s),  or the person
upon behalf of which the individual(s) acted, executed the instrument.


                                            /s/ Patrick J. Caffery
                                            ------------------------------------
                                            (Signature and Office of individual
                                             taking acknowledgment)

                                                  Patrick J. Caffery
                                         Notary Public in the State of New York
                                          [ILLEGIBLE] Suffolk [ILLEGIBLE]
                                               [ILLEGIBLE] 04/12/2003

                   UNIFORM FORM CERTIFICATE OF ACKNOWLEDGMENT
                           (Outside of New York State)

State, District of Columbia, Territory,
Possession or Foreign Country
                                      ):ss.:
--------------------------------------

                  On the  day  of in the  year ,  before  me,  the  undersigned,
personally  appeared  ,  personally  known to me or proved to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their  capacity(ies),  that by his/her/their signature(s) on the
instrument,  the  individual(s),   or  the  person  upon  behalf  of  which  the
individual(s) acted, executed the instrument, and that such individual made such
appearance  before the  undersigned in the . (Insert the city or other political
subdivision  and the state or  country  or other  place the  acknowledgment  was
taken.)

                                            ------------------------------------
                                            (Signature and Office of individual
                                             taking acknowledgment)




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