Exhibit
        10.1

    

    AGREEMENT

     

    THIS
      AGREEMENT is made and entered into this 18th
      day of
August,
      2006,
      by and between Celsia Technologies Korea Inc., a corporation organized under
      the
      laws of the Republic of Korea having its registered office at #1101 Ace Techno
      Tower 8 cha, 191-7 Guro-dong, Guro-gu, Seoul, (“Celsia Korea”), Celsia
      Technologies UK Limited, a corporation organized under the laws of the United
      Kingdom (“Celsia UK”), and iCurie, Inc., a corporation organized under the laws
      of Nevada, US (“Celsia US”) (Celsia Korea, Celsia UK and Celsia US shall be
      collective referred to as the "Company"); and Dr. Jeong Hyun Lee, a Korean
      citizen who has provided service to the Company and whose address is
475-1
      Gwachundong, Gwachun Shi
      (hereinafter "Dr. Lee").

    


    (the
      Company and Dr. Lee collectively referred to as the "Parties")

     

    WITNESSETH:

     

    WHEREAS,
      Dr. Lee has decided to voluntarily resign from his position with the Company
      and
      the Company has agreed to accept such resignation under the terms and conditions
      set forth herein.

    


    NOW
      THEREFORE, the Parties hereby agree as follows:

     

    
      	
              1.

            	
              Resignation
                and Effective Date.
                Dr. Lee shall voluntarily resign from his service with the Celsia
                Korea as
                Director and any other office and/or position held with Celsia Korea
                effective as of [September 16, 2006]. Dr. Lee shall also resign from
                his
                service with Celsia UK as Director and CTO and any other office and/or
                position held with Celsia UK as of [September 16, 2006], and from
                his
                service with Celsia US as CTO as of September 16, 2006. Dr. Lee shall
                remain a director for Celsia US during his current term. Starting
                from
                September 1, 2006 until September 16, 2006, Dr. Lee shall be deemed
                to
                take an unpaid leave of absence. From September 1, 2006, without
                prior
                authorization by the Company, Dr. Lee shall not be present in the
                premises
                of the Company and shall contact neither other officers/employees
                nor
                customers of the Company.

            


    

    


    
      	
              2.

            	
              Payments
                & Package.
                The Company shall provide the following separation package to Dr.
                Lee
                (“Package”) 

            


    

    


    
      	 	
              (i)
                salaries covering the period until August
                31;

            


    

    
      	 	
              (ii)
                reimbursement of business expenses claimed by Dr. Lee as shown in
                Attachment
                1.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)
                the Company mobile phones currently provided to Dr. Lee (provided,
                the
                Company shall pay reasonable bills for the mobile phones until August
                31,
                2006 and Dr. Lee shall be responsible for payment of bills for the
                mobile
                phones after August 31, 2006); 

            


    

    
      	 	
              (iv)
                the Company PC’s (including notebook PC) currently provided to Dr. Lee
                (provided, the Company shall not be responsible for payment of any
                bills
                relating to PC’s after August 31, 2006);
                and

            


    

    
      	 	
              (v)
                Dr. Lee may use the Company car currently provided to him until September
                30, 2006; provided, however that Dr. Lee shall pay for gas charges
                after
                August 31, 2006.

            


    

    


    
      	
              3.
                

            	
              Method
                for Payment.
                The Company shall make the cash payments of the Package set forth
                in
                Article 2 above in check or by electronic transfer on or before September
                1, 2006. 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              4.

            	
              Taxes.
                The Company shall withhold taxes as required by law. Dr. Lee agrees
                that
                he shall be solely responsible for filing his tax returns and paying
                any
                applicable taxes to the local tax
                authorities.

            


    

    


    
      	
              5.

            	
              Full
                and Final Settlement.
                Dr. Lee acknowledges that the Package made pursuant to this Agreement
                are
                in full and final satisfaction of every existing and future entitlement,
                right or claim which, but for the existence and fulfillment of this
                Agreement, Dr. Lee might have in respect of his service and resignation
                from the Company and any company affiliated with the Company including
                Celsia UK, iCurie Inc., and without limiting the generality of the
                foregoing, the satisfaction of any entitlement or claims that Dr.
                Lee may
                have to salary, bonuses, severance pay, all other benefits and
                compensation received by Dr. Lee during his service with the Company
                and
                in connection with his resignation from the Company, and any and
                all other
                legal and statutory entitlement arising from his service with and
                resignation from the Company. It is specifically agreed that Dr.
                Lee is
                not entitled to any severance pay. It is agreed that Dr. Lee has
                no other
                claims against the company in regard to business travel expenses
                or any
                other expense claims whatsoever.

            


    

    


    
      	
              6.
                

            	
              Waiver
                of Legal Action.
                Dr. Lee hereby waives and releases the Company and any company affiliated
                with the Company, and its officers, directors, agents, employees,
                legal
                representatives or any other party with an interest in the Company
                from
                any claims arising out of Dr. Lee's service with and resignation
                from the
                Company and its affiliate(s), and Dr. Lee covenants that Dr. Lee
                shall not
                institute any action of any nature, in any administrative or judicial
                forum, against the Company and any company affiliated with the Company,
                its officers, directors, agents, employees, or any other party with
                an
                interest in the Company.
                Also, the Company waives only legal action against Dr. Lee in accordance
                with the claims in 6.

            


    

    


    
      	
              7.

            	
              No
                Disparagement.
                Dr. Lee hereby agrees that he will not make any comments to any third
                party which denigrate or disparage or otherwise make any statement,
                or
                permit or authorize any statement to be made, which is calculated
                or
                reasonably likely to damage the reputation or cause other damage
                to the
                Company (including any company affiliated with the Company, the Company's
                directors, officers, employees and agents).


            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Cooperation.
                Dr. Lee agrees to use his best efforts to cooperate with and support
                the
                Company, its operations and policies through the end of his service
                with
                the Company and further agrees to resign from the Board of Directors
                of
                the Company and to fully cooperate to, among other things, deregister
                him
                from the Company registry. Specifically, Dr. Lee shall provide the
                duly
                executed resignation and other documents necessary to update the
                court
                registry on or before [August 31,
                2006].

            


    

    


    
      	
              9.
                

            	
              Confidentiality.
                Dr. Lee and the Company shall hold in strict confidence and not disclose
                to any person, firm and/or corporation the circumstances involving
                his
                resignation and the negotiation in relation to his resignation or
                the
                specific terms and conditions of this
                Agreement.

            


    


    
      	
              10.
                

            	
              Return
                of Company Property.
                Except for the PC’s, desktop(s) and mobile phones discussed in Section
                2(iii) to (v), Dr. Lee agrees that upon execution of this Agreement,
                he
                will immediately return to the Company all property, documents and
                items
                in his power, possession or control relating to the business of the
                Company and shall not retain any copies thereof. This includes, but
                is not
                limited to any Company corporate seal, papers, keys, pagers, records,
                documents, equipment (including computer notebook(s), electronic
                discs,
                and files and any computer passwords related thereto) and other
                information, in whatever form, relating in any way to the Company,
                unless
                specifically excluded by this Agreement. The Company car currently
                provided to Dr. Lee shall be returned to the Company on October 1,
                2006.

            


    

    


    
      	
              11.

            	
              Non-Disclosure.
                Dr. Lee agrees to hold in strict confidence and not disclose to any
                person, firm and/or corporation or use confidential information and/or
                trade secrets of the Company which he may have acquired through or
                as a
                result of his service with the Company, without the prior written
                consent
                of the Company. 

            


    

    


    
      	
              12.

            	
              Waiver.
                Dr. Lee acknowledges that all inventions which are conceived or made
                by
                him alone or with others, whether or not during usual business hours,
                during the period of his service to the Company, shall belong to
                the
                Company, unless specifically disclaimed by the Company in writing,
                provided that such are related to his services for the Company or
                are
                related in any manner to the Company’s business or are otherwise made
                through the use of the Company's or its customers' time, facilities
                or
                materials. Dr. Lee waives any rights, entitlement or claims which
                Dr. Lee
                might have in respect to such inventions.


            


    

    


    
      	
              13.

            	
              Non-Competition.
                Dr. Lee shall not for a period of eighteen (18) months immediately
                after
                his resignation from the Company, directly or indirectly, by any
                means or
                device whatsoever, for himself or on behalf of or in conjunction
                with any
                person, partnership or corporation, do any one or more of the
                following:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        


        
          	 	
                  (1)

                	
                  provide
                    services similar to the Company's services or
                    products;

                


        

      

    

      

    
      	 	
              (2)
                

            	
              divert,
                take away, or attempt to take away any account which he may have
                become
                aware of from customer information furnished to him by any employee
                or
                agent or former employee or agent of the Company; and
                

            


    

     

    
      
        	 	
                (3)

              	
                
                  compete
                    with the Company, render employment/services for a competitor
                    of the
                    Company.

                

              


      

    

     

    
      	
              14.
                

            	
              Dr.
                Lee agrees to not sell any of his shares of common stock until January
                1,
                2007. Furthermore, Dr. Lees agrees and understand that a leak out
                provision shall apply of 1/15 shares per month of his total amount
                of
                shares from January 1, 2007. Compensation
                agreement earned shares can be sold from first of January 2007 off
                market
                in private non-disclosed
                transaction

            


    

    
       

      
        	
                15.

              	
                Non-Solicitation.

              


      

    

    


    Dr.
      Lee
      shall not for a period of eighteen (18) months after his resignation from the
      Company solicit, induce, entice, hire or attempt to hire away or employ any
      officer/employee of the Company or its customers unless the Company first gives
      its consent in writing.

     

    
      	
              16.

            	
              Indemnification.
                Dr. Lee shall fully indemnify and hold the Company harmless for any
                liability from any civil or criminal proceeding or litigation arising
                out
                of his acts or omissions not endorsed by the Company and shall fully
                cooperate with the Company and the relevant authorities in any
                investigation or inquiry in furtherance of such proceeding or litigation.
                Also,
                the Company indemnify Dr. Lee harmless in accordance with
                16.

            


    

    


    
      	
              17.

            	
              Liquidated
                Damage.
                Further, in the event Dr. Lee violates any one or more of the foregoing
                covenants, acknowledging that damages arising from any breach of
                the
                covenants provided above are extremely difficult to compute and
                recognizing that it is beneficial for both parties to establish an
                amount
                of liquidated damages that would be paid in the event Dr. Lee breaches
                the
                provisions of Articles 6 through 14 above, Dr. Lee shall pay the
                Company a
                sum equal to the payments as set forth in Article 2 (i) & (ii) above.
                The Company's right to such damages shall be in addition to any rights
                of
                the Company to have any of Dr. Lee’s acts, which may breach the provisions
                of Articles 6 through 14above, enjoined, and further that the Company's
                right to such damages shall not be a waiver of any other remedies
                the
                Company may have against Dr. Lee due to any act of Dr. Lee which
                may
                breach the provisions of Articles 6 through 14
                above.]

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              18.

            	
              Governing
                Law, Dispute Resolution and Language.
                This Agreement shall be governed by and construed in accordance with
                the
                laws of the Republic of Korea. All disputes, controversies or differences
                which may arise between the parties hereto, out of or in connection
                with
                this Agreement, or for the breach thereof which are not amicably
                resolved
                between the parties shall be finally resolved by litigation before
                courts
                in Korea. This Agreement is executed in the English language, which
                shall
                prevail over any translation thereof.


            


    

     

    IN
      WITNESS WHEREOF, the Parties, having fully understood the terms and conditions
      contained in this Agreement hereto, have executed this Agreement as of the
      date
      set forth above.

     

     

    
      	Celsia Technologies
              Korea
              Inc.	 	 	Dr. Jeong Hyun
              Lee
	 	 	 	 	 	 
	By	/s/ Hakan
              Wretsell	 	 	By	/s/ Jeong
              Hyun Lee
	 	
              

            	 	 	 	
              

            
	Name:	Wretsell
              	 	 	Name:	Jeong
              Hyun
              Lee
	Title:	CEO	 	 	Res. No.:	640109-1019339


    

     

     

    
      
        	Celsia Technologies
                UK
                Limited	 	 	 
	 	 	 	 	 	 
	By	/s/ Hakan
                Wretsell	 	 	 	 
	 	
                

              	 	 	 	
              
	Name:	Wretsell
                	 	 	 	 
	Title:	CEO	 	 	 	 


      

    

     

     

    
      
        	iCurie, Inc.
                	 	 	 
	 	 	 	 	 	 
	By	/s/ Hakan
                Wretsell	 	 	 	 
	 	
                

              	 	 	 	
              
	Name:	Wretsell
                	 	 	 	 
	Title:	CEO	 	 	 	 


      

    

     

    Witnesses:
      Jae Joon Choi; Michael Karpheden


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Attachment
      1.

    


    


    Reimbursement
      of Business Expenses

    


    


    1.
      The
      company shall pay Dr. Lee an amount of 84,000,000
      Won for business expenses claimed by Dr. Lee. This shall be final payment and
      no
      other claims can by made by Dr. Lee relating to this matter.

     

     

    2.
      Singapore trip from June /July, 2006 

     

    The
      company shall pay Dr. Lee 3,126,811 Won for business trip to Singapore. This
      payment is considered final in regard to this business trip and no other expense
      claims can be made.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                To:

              	
                Celsia
                  Technologies Korea Inc.

              
	 	
                Celsia
                  Technologies UK Limited

              
	 	
                iCurie
                  Inc. US

              


      

    

     

    LETTER
      OF RESIGNATION

     

    


    I,
      the
      Director of Celsia Technologies Korea Inc., Director and CTO of Celsia
      Technologies UK Limited, and CTO of iCurie Inc., US, hereby resign from the
      office effective as of September 16, 2006

     

     

    
      
        	 	 	 	 	Date:	August _18_,
                2006
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	By	/s/ Jeong
                Hyun Lee
	 	
              	 	 	Name:	
                
Jeong
                Hyun Lee


      

    

    
 

    [To
      be sealed using certified individual seal and to attach an official copy of
      the
      certificate of individual seal impression]