[EXHIBIT 10.4]


                                                           Final


         Triple Play Communications (TPC) Corporation's
       Design Services Agreement with PSI-TEC Corporation
                            (Phase 1)

     This Design Services Agreement (the "Agreement") is made and
entered  into  on  August  8th , 2006,  by  and  between  PSI-TEC
Corporation  ("Client")  and  Triple  Play  Communications  (TPC)
Corporation  ("Provider")  (collectively  referred  to   as   the
"Parties").

The Parties agree as follows:

1.  SERVICES:   Client shall engage Provider for  the  specific
    project described in the Statement of Work, Exhibit A, attached
                                                ---------
    hereto (the "Project"). Provider agrees to exercise the highest
    degree  of  professionalism, and to utilize its  expertise  and
    creative talents in completing such Project. In completing  the
    Project, Provider agrees to provide its own equipment, tools and
    other  materials  at  its own expense.  Client  will  make  its
    facilities  and equipment available to Provider when necessary.
    Provider  shall perform the services necessary to complete  the
    Project  in  a  timely and professional manner consistent  with
    industry standards, and at a location, place and time which the
    Provider  deems  appropriate. Provider may not  subcontract  or
    otherwise delegate its obligations under this Agreement without
    Client's prior written consent.

2.  TIME OF COMPLETION: The Project shall commence on August 8th,
    2006, and shall be completed on or before November 30,  2006
    pursuant  to  the  times described in the  Statement  of  Work,
    Exhibit A.  Time is of the essence.

    ---------
3.  COMPENSATION:   For the Project, Client shall pay Provider a
    total fee of $120,000.   Payment shall be made as follows:

     A.   $25,000 to be paid on August 8th , 2006, initial payment
          to commence the Project.
     B.   $45,000 to be paid on September 30, 2006, corresponding
          to delivery  of  an acceptable preliminary market
          opportunity assessment, Item #1 in Exhibit A.
                                             ---------
     C.   $50,000 to be paid on November 30, 2006, corresponding to
          delivery and acceptance of Items #2 through #6 given in
          Exhibit A.

          ---------
4.  EXPENSES:   No  additional expenses are anticipated  in  the
    fulfillment  of  the  Statement of Work,  Exhibit  A;  however,
                                              ----------
    should  any  unforeseen  expense issues  arise,  Provider  must
    supply  a  written request for a defined amount of  anticipated
    incremental  expenditure to, and receive written  authorization
    from, Client prior to incurring any said expense.

5.  INDEPENDENT CONTRACTOR.  Provider's relationship with Client
    will  be that of an independent contractor and nothing in  this
    Agreement  should  be construed to create a partnership,  joint


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    venture,  or  employer-employee relationship. Provider  is  not
    the  agent  of  Client  and  is  not  authorized  to  make  any
    representation,  contract, or commitment on behalf  of  Client.
    Provider  will  not  be entitled to any of the  benefits  which
    Client  may  make  available to its employees,  such  as  group
    insurance,  profit-sharing  or  retirement  benefits.  Provider
    will  be  solely responsible for all tax returns  and  payments
    required  to  be  filed with or made to any federal,  state  or
    local  tax authority with respect to Provider's performance  of
    services and receipt of fees under this Agreement. Client  will
    regularly report amounts paid to Provider by filing Form  1099-
    MISC  with  the  Internal Revenue Service as required  by  law:
    Because Provider is an independent contractor, Client will  not
    withhold   or   make   payments  for  social   security;   make
    unemployment  insurance or disability insurance  contributions;
    or   obtain   worker's  compensation  insurance  on  Provider's
    behalf.  Provider  agrees  to accept  exclusive  liability  for
    complying  with all applicable state and federal laws governing
    independent contractors, including obligations such as  payment
    of  taxes,  social security, disability and other contributions
    based  on fees paid to Provider, its agents or employees  under
    this  Agreement. Provider hereby agrees to indemnify and defend
    Client  against  any  and  all  such  taxes  or  contributions,
    including penalties and interest.

6.  TRADE SECRETS-INTELLECTUAL PROPERTY RIGHTS.

    6.1.  Proprietary Information. Provider agrees during the  term
          -----------------------
    of  this  Agreement and thereafter that it will take all  steps
    reasonably  necessary to hold Client's Proprietary  Information
    (as  defined  below)  in  trust and confidence,  will  not  use
    Proprietary  Information in any manner or for any  purpose  not
    expressly  set forth in this Agreement, and will  not  disclose
    any  such  Proprietary Information to any third  party  without
    first  obtaining Client's express written consent on a case-by-
    case  basis.  The Client and Provider will mutually agree to  a
    specific  level  of  Proprietary  Information  which   can   be
    disclosed  during  Provider  discussions  with  third   parties
    regarding  market assessments and component or module  designs.
    By   way   of  illustration  but  not  limitation  "Proprietary
    Information"  includes  (a)  trade  secrets,  inventions,  mask
    works,  ideas,  processes, formulas, source and  object  codes,
    data,   programs,   other   works  of   authorship,   know-how,
    improvements,    discoveries,   developments,    designs    and
    techniques   (hereinafter   collectively   referred    to    as
    "Inventions");   and  (b)  information  regarding   plans   for
    research,  development,  new products, marketing  and  selling,
    business  plans, budgets and unpublished financial  statements,
    licenses,  prices and costs, suppliers and customers;  and  (c)
    information  regarding  the skills and  compensation  of  other
    employees  of  Client. Notwithstanding the other provisions  of
    this   Agreement,   nothing  received  by  Provider   will   be
    considered to be Client Proprietary Information if (1)  it  has
    been  published or is otherwise readily available to the public
    other  than  by  a breach of this Agreement; (2)  it  has  been
    rightfully  received  by Provider from a  third  party  without
    confidential   limitations;  (3)  it  has  been   independently
    developed for Provider by personnel or agents having no  access
    to  the Client Proprietary Information; or (4) it was known  to
    Provider prior to its first receipt from Client.


                                                           2
<PAGE>


  6.2.  Third Party Information. Provider understands that Client
        -----------------------
  has  received and will in the future receive from third parties
  confidential   or   proprietary   information   ("Third   Party
  Information")  subject to a duty on Client's part  to  maintain
  the  confidentiality of such information and use  it  only  for
  certain  limited purposes. Provider agrees to hold Third  Party
  Information on confidence and not to disclose to anyone  (other
  than  Client  personnel who need to know  such  information  in
  connection  with their work for Client) or to  use,  except  in
  connection  with  Provider's  work  for  Client,  Third   Party
  Information  unless  expressly  authorized  in  writing  by  an
  officer of Client.

  6.3.  No Conflict of Interest. Provider agrees during the  term
        -----------------------
  of  this  Agreement not to accept work or enter into a contract
  or  accept  an  obligation, inconsistent or  incompatible  with
  Provider's  obligations under this Agreement or  the  scope  of
  services  rendered for Client. Provider warrants  that  to  the
  best  of its knowledge, there is no other existing contract  or
  duty  on  Provider's  part inconsistent  with  this  Agreement,
  unless  a  copy of such contract or a description of such  duty
  is  attached  to this Agreement as Exhibit B. Provider  further
                                     ---------
  agrees  not  to  disclose  to Client, or  bring  onto  Client's
  premises,  or induce Client to use any confidential information
  that belongs to anyone other than Client or Provider.

  6.4.  Disclosure  of Work Product. As used in  this  Agreement,
        ---------------------------
  the  term  "Work Product" means any Invention, whether  or  not
  patentable,  and  all  related know-how, designs,  mask  works,
  trademarks,   formulae,  processes,  manufacturing  techniques,
  trade  secrets, ideas, artwork, software or other copyrightable
  or  patentable works, information regarding plans for research,
  development,  new  products, marketing  and  selling,  business
  plans,  budgets and unpublished financial statements, licenses,
  prices and costs, suppliers and customers.  Provider agrees  to
  disclose  in  writing  to Client, or any person  designated  by
  Client,  all  resulting  Work  Product  as  described  in   the
  deliverables  of  Exhibit A ("Client Work Product").   Provider
  represents that any Work Product relating to Client's  business
  or  any  Project which Provider has made, conceived or  reduced
  to  practice at the time of signing this Agreement ("Prior Work
  Product") has been disclosed in writing to Client and  attached
  to  this  Agreement as Exhibit C. Due to the  highly  technical
                         ---------
  nature of these tasks, it is anticipated that the Provider  may
  not  predict  exactly  all  Prior  Work  Product  necessary  to
  complete  all tasks for the Client, in which case, the Provider
  may  update  Exhibit C as necessary subsequent to signing  this
               ---------
  Agreement;   which  updates  shall  require  Client's   written
  approval,  which shall not be unreasonably withheld by  Client.
  If  disclosure  of  any  such Prior Work  Product  would  cause
  Provider   to  violate  any  prior  confidentiality  agreement,
  Provider  understands that it is not to list  such  Prior  Work
  Product  in Exhibit C but it will disclose a cursory  name  for
              ---------
  each  such  invention, a listing of the party(ies) to  whom  it
  belongs,  and  the fact that full disclosure as to  such  Prior
  Work  Product  has not been made for that reason.  A  space  is
  provided in Exhibit C for such purpose.
              ---------

  6.5.  Ownership  of  Work Product. Provider shall  specifically
        ---------------------------
  describe  and  identify in Exhibit C all technology  which  (a)
                             ---------
  Provider  intends  to use in performing under  this  Agreement,


                                                           3
<PAGE>


  (b)  is either owned solely by Provider or licensed to Provider
  with  a right to sublicense and (c) is in existence in the form
  of  a  writing or working prototype prior to the Effective Date
  ("Background Technology").  Due to the highly technical  nature
  of  these  tasks, it is anticipated that the Provider  may  not
  predict   exactly  all  Background  Technology   necessary   to
  complete  all tasks for the Client, in which case, the Provider
  may   update   Exhibit  C  as  necessary  after  signing   this
                 ----------
  Agreement;   which  updates  shall  require  Client's   written
  approval,  which shall not be unreasonably withheld by  Client.
  Provider   agrees  that  any  and  all  Inventions   conceived,
  written,   created  or  first  reduced  to  practice   in   the
  performance of work under this Agreement shall be the sole  and
  exclusive property of Client.

  6.6.  Assignment of Client Work Product. Except for  Provider's
        ---------------------------------
  rights  as described in Exhibit C, Provider irrevocably assigns
                          ---------
  to  Client  all right, title and interest worldwide in  and  to
  the   Client  Work  Product  and  all  applicable  intellectual
  property  rights related to the Client Work Product,  including
  without  limitation,  copyrights,  trademarks,  trade  secrets,
  patents,  moral  rights,  contract and  licensing  rights  (the
  "Proprietary  Rights").  Except as set  forth  below,  Provider
  retains  no  rights to use the Client Work Product  and  agrees
  not  to  challenge  the validity of Client's ownership  in  the
  Client   Work   Product   unless  Provider   receives   written
  permission from the Client. Provider hereby grants to Client  a
  non-exclusive, royalty-free, irrevocable and world-wide  right,
  with   rights   to   sublicense  through  multiple   tiers   of
  sublicensees, to reproduce, make derivative works of,  publicly
  perform,  and  publicly display in any form or medium,  whether
  now  known or later developed, distribute, make, use  and  sell
  Background  Technology and any Prior Work Product  incorporated
  or  used  in  the  Client  Work  Product  for  the  purpose  of
  developing  and  marketing Client products,  but  not  for  the
  purpose  of  marketing  Background  Technology  or  Prior  Work
  Products  separate from Client products. Provider  retains  the
  right to use the raw marketing data portion of the Client  Work
  Product for other Provider projects that are unrelated to  this
  Agreement   and  that  are  non-competitive  to  the   Client's
  business.

  6.7. Waiver or Assignment of Other Rights. If Provider has  any
       ------------------------------------
  rights  to  the Client Work Product that cannot be assigned  to
  Client,  Provider  unconditionally and irrevocably  waives  the
  enforcement  of  such  rights, and all  claims  and  causes  of
  action  of any kind against Client with respect to such rights,
  and  agrees, at Client's request and expense, to consent to and
  join in any action to enforce such rights. If Provider has  any
  right  to  the Client Work Product that cannot be  assigned  to
  Client  or  waived  by  Provider, Provider unconditionally  and
  irrevocably  grants to Client during the term of  such  rights,
  an  exclusive,  irrevocable, perpetual, worldwide,  fully  paid
  and  royalty-free  license, with rights to  sublicense  through
  multiple   levels   of  sublicensees,  to   reproduce,   create
  derivative works of, distribute, publicly perform and  publicly
  display  by  all  means  now  known or  later  developed,  such
  rights.

  6.8.  Assistance. Provider agrees to cooperate with  Client  or
        ----------
  its  designee(s),  both  during and  after  the  term  of  this
  Agreement,  in  the  procurement and  maintenance  of  Client's
  rights  in  Client Work Product and to execute, when requested,


                                                           4
<PAGE>


  any  other  documents deemed necessary by Client to  carry  out
  the  purpose of this Agreement. Provider agrees to execute upon
  Client's  request a signed transfer of copyright to  Client  in
  the  form  attached  to this Agreement as  Exhibit  D  for  all
                                             ----------
  Client   Work   Product   subject  to   copyright   protection,
  including,   without  limitation,  computer  programs,   notes,
  sketches, drawings and reports.

  6.9.  Enforcement of Proprietary Rights. Provider  will  assist
        ---------------------------------
  Client  in  every proper way to obtain, and from time  to  time
  enforce,  United States and foreign Proprietary Rights relating
  to  Client Work Product in any and all countries. To  that  end
  Provider  will  execute, verify and deliver such documents  and
  perform  such other acts (including appearances as  a  witness)
  as  Client  may  reasonably request for use  in  applying  for,
  obtaining,  perfecting,  evidencing, sustaining  and  enforcing
  such   Proprietary  Rights  and  the  assignment  thereof.   In
  addition,   Provider   will   execute,   verify   and   deliver
  assignments  of  such  Proprietary  Rights  to  Client  or  its
  designee.  Provider's obligation to assist Client with  respect
  to  Proprietary Rights relating to such Client Work Product  in
  any and all countries shall continue beyond the termination  of
  this  Agreement,  but  Client shall compensate  Provider  at  a
  reasonable  rate after such termination for the  time  actually
  spent by Provider at Client's request on such assistance.

  6.10.  Execution  of Documents. In the event Client  is  unable
         -----------------------
  for  any  reason, after reasonable effort, to secure Provider's
  signature  on  any  document  needed  in  connection  with  the
  actions  specified  in  the preceding  sections  6.8  and  6.9,
  Provider hereby irrevocably designates and appoints Client  and
  its  duly  authorized  officers and agents  as  its  agent  and
  attorney  in  fact,  which  appointment  is  coupled  with   an
  interest,  to act for and in its behalf to execute, verify  and
  file  any such documents and to do all other lawfully permitted
  acts  to  further the purposes of the preceding paragraph  with
  the  same  legal force and effect as if executed  by  Provider.
  Provider  hereby waives and quitclaims to Client  any  and  all
  claims,  of  any nature whatsoever, which Provider now  or  may
  hereafter  have  for  infringement of  any  Proprietary  Rights
  assigned hereunder to Client.

7.  PROVIDER  REPRESENTATIONS  AND  WARRANTIES.  Provider  hereby
    represents  and warrants that (a) the Client Work Product  will
    be  an  original  work of Provider and any third  parties  will
    have  executed  assignment of rights reasonably  acceptable  to
    Client;  (b)  neither the Client Work Product nor  any  element
    thereof will infringe the Intellectual Property Rights  of  any
    third  party;  (c)  neither the Client  Work  Product  nor  any
    element thereof will be subject to any restrictions or  to  any
    mortgages, liens, pledges, security interests, encumbrances  or
    encroachments;  (d)  Provider  will  not  grant,  directly   or
    indirectly,  any rights or interest whatsoever  in  the  Client
    Work Product to third parties; (e) Provider has full right  and
    power  to  enter  into and perform this Agreement  without  the
    consent  of  any  third  party;  (f)  Provider  will  take  all
    necessary   precautions  to  prevent  injury  to  any   persons
    (including   employees  of  Client)  or  damage   to   property
    (including   Client's  property)  during  the  term   of   this
    Agreement;  (g) Provider agrees to abide by any and all  rules,
    policies  and  procedures as communicated to  Provider  by  the
    Client;  (h)  to the extent required by law, the Project  shall


                                                           5
<PAGE>


    be  performed  by individuals duly licensed and  authorized  by
    law  to  work  on  the  Project; and (h) should  Client  permit
    Provider   to  use  any  of  Client's  equipment,   tools,   or
    facilities  during the term of this Agreement, such  permission
    shall  be gratuitous and Provider shall be responsible for  any
    injury  to  any person (including death) or damage to  property
    (including  Client's  property) arising  out  of  use  of  such
    equipment,  tools or facilities, whether or not such  claim  is
    based  upon  its  condition  or on the  alleged  negligence  of
    Client in permitting its use.

8.  INDEMNIFICATION. Provider will indemnify and hold  harmless
    Client,   its  officers,  directors,  employees,  sublicensees,
    customers   and  agents  from  any  and  all  claims,   losses,
    liabilities, damages, expenses and costs (including  attorneys'
    fees  and  court costs) which result from a breach  or  alleged
    breach of any representation or warranty of Provider (a "Claim")
    set  forth in Section 7 of this Agreement, provided that Client
    gives Provider written notice of any such Claim and Provider has
    the right to participate in the defense of any such Claim at its
    expense. From the date of written notice from Client to Provider
    of any such Claim, Client shall have the right to withhold from
    any payments due Provider under this Agreement the amount of any
    defense costs, plus additional reasonable amounts as security for
    Provider's obligations under this Section 8.

    Provider,  at  its  sole  cost  and  expense,  shall   maintain
    appropriate  commercial liability insurance. A  Certificate  of
    Insurance  indicating  such  coverage  shall  be  delivered  to
    Client  upon request. The Certificate shall indicate  that  the
    policy  will not be changed or terminated without at least  ten
    (10)  days'  prior notice to Client, shall name  Client  as  an
    additional  named  insured and shall  also  indicate  that  the
    insurer has waived its subrogation rights against Client.

9.  GOVERNMENT OR THIRD PARTY CONTRACTS.

    9.1   Government  Contracts. In the event that  Provider  shall
          ---------------------
    perform  services under this Agreement in connection  with  any
    Government contract in which Client may be the supplier,  prime
    contractor  or subcontractor, Provider agrees to abide  by  all
    laws,  rules  and regulations relating thereto. To  the  extent
    that  any  such  law,  rule  or  regulation  requires  that   a
    provision  or  clause  be included in this Agreement,  Provider
    agrees  that  such provision or clause shall be added  to  this
    Agreement  and  the  same shall then  become  a  part  of  this
    Agreement.

    9.2   Security.  In  the  event the services  of  the  Provider
          --------
    should  require  Provider  to  have  access  to  Department  of
    Defense  classified material, or other classified  material  in
    the  possession of Client's facility, such material  shall  not
    be  removed  from Client's facility. Provider agrees  that  all
    work  performed under this Agreement by Provider which involves
    the  use  of  classified  material  mentioned  above  shall  be
    performed  in a secure fashion (consistent with applicable  law
    and  regulations for the handling of classified  material)  and
    only at Client's facility.


                                                           6
<PAGE>


    9.3   Ownership.  Provider also agrees to  assign  all  of  its
          ---------
    right, title and interest in and to any Client Work Product  to
    a  Third Party, including without limitation the United States,
    as directed by Client.

10. TERMINATION.

    10.1.   Termination  by  Client.  Client  may  terminate   this
            -----------------------
    Agreement  at  its  convenience  and  without  any  breach   by
    Provider  upon  fifteen  (15) days'  prior  written  notice  to
    Provider.  Client may also terminate this Agreement immediately
    in  its  sole  discretion upon Provider's  material  breach  of
    Section 6 and/or Section 10.3.

    10.2.  Termination  by Provider. Provider  may  terminate  this
           ------------------------
    Agreement  at any time that there is no uncompleted Project  in
    effect upon fifteen (15) days' prior written notice to Client.

    10.3.  Noninterference with Business. During and for  a  period
           -----------------------------
    of  two  (2)  years immediately following termination  of  this
    Agreement  by either party, Provider agrees not to  solicit  or
    induce  any employee or independent contractor to terminate  or
    breach  an  employment, contractual or other relationship  with
    Client.

    10.4.  Return  of  Client  Property. Upon  termination  of  the
           ----------------------------
    Agreement,   completion  of  this  Agreement  or   earlier   as
    requested  by Client, Provider will deliver to Client  any  and
    all   drawings,  notes,  memoranda,  specifications,   devices,
    formulas, and documents, together with all copies thereof,  and
    any  other  material containing or disclosing any  Client  Work
    Product, Third Party Information or Proprietary Information  of
    Client.  Provider further agrees that any property situated  on
    Provider's  premises and owned by Client, including  disks  and
    other  storage media, filing cabinets or other work  areas,  is
    subject  to  inspection by Client personnel at  any  time  upon
    Client's 48 hours written notice to Provider.

11. GENERAL PROVISIONS.

    11.1.  Governing  Law.  This Agreement  will  be  governed  and
           --------------
    construed  in accordance with the laws of Delaware  as  applied
    to  transactions  taking place wholly within  Delaware  between
    Delaware residents. Provider hereby expressly consents  to  the
    personal  jurisdiction of the state and federal courts  located
    in  New  Castle  County, Delaware for any lawsuit  filed  there
    against  Provider  by Client arising from or  related  to  this
    Agreement.

    11.2.  Severability. In case any one or more of the  provisions
           ------------
    contained in this Agreement shall, for any reason, be  held  to
    be  invalid,  illegal  or unenforceable in  any  respect,  such
    invalidity,  illegality or unenforceability  shall  not  affect
    the  other  provisions of this Agreement,  and  this  Agreement
    shall   be   construed   as  if  such   invalid,   illegal   or
    unenforceable  provision had never been  contained  herein.  If
    moreover, any one or more of the provisions contained  in  this
    Agreement shall for any reason be held to be excessively  broad
    as  to  duration, geographical scope, activity or  subject,  it


                                                           7
<PAGE>


    shall  be  construed by limiting and reducing it, so as  to  be
    enforceable  to  the extent compatible with the applicable  law
    as it shall then appear.

    11.3.  No  Assignment. This Agreement may not  be  assigned  by
           --------------
    Provider  without  Client's consent,  and  any  such  attempted
    assignment shall be void and of no effect.

    11.4.  Notices.  All notices, requests and other communications
           -------
    under this Agreement must be in writing, and must be mailed  by
    registered  or  certified  mail,  postage  prepaid  and  return
    receipt  requested, or delivered by hand to the party  to  whom
    such  notice is required or permitted to be given.  If  mailed,
    any  such notice will be considered to have been given five (5)
    business  days  after  it  was  mailed,  as  evidenced  by  the
    postmark.  If  delivered  by hand,  any  such  notice  will  be
    considered  to have been given when received by  the  party  to
    whom  notice  is  given,  as evidenced  by  written  and  dated
    receipt of the receiving party, the mailing address for  notice
    to either party is as follows:

    Client:                            Provider:

    PSI-TEC Corporation                TPC Corporation
    Ron Genova - Interim CEO           Keith Riffee - President
    2601 Annand Drive, Suite 16        PO Box 121287
    Wilmington, DE  19808              West Melbourne, FL 32912-1287

    Either  party  may  change its mailing  address  by  notice  as
    provided by this section.

    11.5.  Legal  Fees. If any dispute arises between  the  parties
           -----------
    with  respect  to  the matters covered by this Agreement  which
    leads  to  a proceeding to resolve such dispute, the prevailing
    party  in  such  proceeding shall be entitled  to  receive  its
    reasonable  attorneys' fees, expert witness  fees  and  out-of-
    pocket  costs  incurred in connection with such proceeding,  in
    addition to any other relief it may be awarded.

    11.6.  Injunctive Relief. A breach of any of  the  promises  or
           -----------------
    agreements   contained  in  this  Agreement   may   result   in
    irreparable  and  continuing damage to Client for  which  there
    may  be  no  adequate  remedy at law, and Client  is  therefore
    entitled  to seek injunctive relief as well as such  other  and
    further relief as may be appropriate.

    11.7.   Survival.  The  following  provisions   shall   survive
            --------
    termination of this Agreement: Section 6, Section 7, Section  8
    and Section 10.3.

    11.8.  Export.  Provider  agrees not  to  export,  directly  or
           ------
    indirectly,  any  U.S.  source  technical  data  acquired  from
    Client  or  any  products  utilizing  such  data  to  countries
    outside the United States, which export may be in violation  of
    the United States export laws or regulations.

    11.9.  Waiver.  No  waiver by Client  of  any  breach  of  this
           ------
    Agreement  shall  be  a waiver of any preceding  or  succeeding
    breach.  No waiver by Client of any right under this  Agreement


                                                           8
<PAGE>


    shall  be  construed  as a waiver of any  other  right.  Client
    shall  not  be  required  to  give  notice  to  enforce  strict
    adherence to all terms of this Agreement.

    11.10  Binding Effect.  The covenants and conditions  contained
           --------------
    in  this Agreement      shall apply to and bind the Parties and
    the  heirs,  legal  representatives, successors  and  permitted
    assigns of the Parties.

    11.11  Cumulative  Rights.  The  Parties'  rights  under   this
           ------------------
    Agreement  are  cumulative,  and  shall  not  be  construed  as
    exclusive of each other unless otherwise required by law.

    11.12.  Entire Agreement. This Agreement is the final, complete
            ----------------
    and  exclusive  agreement of the parties with  respect  to  the
    subject  matter  hereof and supersedes  and  merges  all  prior
    discussions  between us. No modification  of  or  amendment  to
    this  Agreement,  nor  any  waiver of  any  rights  under  this
    Agreement,  will be effective unless in writing and  signed  by
    the party to be charged.

  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed the day and year first written above.

CLIENT:                            PROVIDER:

By:_______________________         By:___________________________
   Ron Genova, Interim CEO            Keith Riffee, President

















                                                           9
<PAGE>

<TABLE>
<CAPTION>

                            EXHIBIT A
                           ----------

       Attached Statement of Work (SOW) in MS Excel format
-------------------------------------------------------------------------------------
<S>                         <C>                                         <C>
                                                                        Date
                                                                      Complete
Prioritized                                                          (No Later
Item #                      Description                                 Than)
-------------------------------------------------------------------------------------
    Deliverable:  Initial market opportunity assessment for 40G
    polymer modulator for commercial applications and higher speed
    (100GHz+) for military/aerospace applications (PowerPoint
    document)
    Perform initial market opportunity assessment for 40G
    (commercial) & 100G+ (military/aerospace) modulators and system
    applications.  This opportunity assessment will include
    discussions with 15 to 20 market leaders (identified by initials,     Template:
    position, and company) and includes:                                   8/15/06
    -  key technical and market trends at 40G (commercial) & 100G+
    (military/aerospace) applications                                     Preliminary
1   -  special emphasis on modulator technology options together with       Version:
    the technical and cost discriminators required in these markets        9/05/2006
    -  estimate of total available market (TAM) through 2011 for
    modulators and, if possible, systems                                    Final
    -  competitive offerings and current market share (Modulator           Version:
    vendors include: JDSU, Covega, Avanex, Sumitomo, Fujitsu, etc.;         9/15/06
    Systems vendors include: Mintera, StrataLight, Cisco, Juniper,
    Siemens, etc)
    -  anticipated modulator component pricing, estimate cost targets
    to enable large market share
    -  summary revenue and gross margin potential through 2011
    -  SWOT analysis
    -  risks and mitigation plan
-------------------------------------------------------------------------------------
    Deliverable:  Summary of options and trades for several modulator
    packaging solutions (PowerPoint document)
    Explore 40G modulator packaging options, both discrete and
    integrated with a driver and/or low cost DFB.  Provide options
2   and trades for several available solutions while meeting all         30-Sep-06
    technical requirements.  (May have to subcontract
    mechanical/packaging engineering assistance, need to discuss
    details before quoting cost for this effort during first 3
    months, may have to complete as follow-on task)
-------------------------------------------------------------------------------------
    Deliverable:  Target specification for 40G modulator based on
    various packaging options (Word document)
    Generate target specification for a 40G modulator component based
3   on recommended packaging options.  This specification includes       15-Oct-06
    requirements from the packaging options evaluation as well as:
    -  optical, electrical, mechanical, qualification, and cost
    requirements
-------------------------------------------------------------------------------------

</TABLE>
                                                           10
<PAGE>

<TABLE>
<CAPTION>

<S>                         <C>                                         <C>



    Deliverable:  Initial market opportunity assessment for 40G 300-
    pin MSA transponder (PowerPoint document)
    Perform initial market opportunity assessment for 40G 300-pin MSA
    transponder.  This opportunity assessment will include
    discussions with 10 to 15 market leaders (identified by initials,
    position, and company) and includes:
    -  key technical and market trends for 300-pin modules at 40G
4   -  discussion on potential timing for 40G in pluggable form          30-Oct-06
    factor
    -  key 300-pin technical and cost discriminators required in the
    market
    -  potential customer feedback on required reach at 40G (largest
    volume potential)
    -  overview of total available market (TAM) through 2011
    -  anticipated module pricing, estimate cost target to achieve
    large market share
    -  competitive offerings and current market share (40G
    transponder vendors include: CoreOptics, Intel, Kodeos, JDSU,
    etc.)
    -  summary revenue and gross margin potential through 2011
    -  SWOT analysis
    -  risks and mitigation plan
-------------------------------------------------------------------------------------

    Deliverable:  Summary of options and trades for a 40G 300-pin MSA
    transponder (PowerPoint document)
    Perform a module trade evaluation matrix for a 40G 300-pin MSA
    transponder module, include the following specific items:
5   -  desired type of FEC                                               15-Nov-06
    -  desired type of EDC and/or ODC
    -  recommendation modulation type(s)
    -  recommendation of DSP versus microcontroller
    -  recommendation on SERDES component
-------------------------------------------------------------------------------------
    Deliverable:  Target specification for a 40G 300-pin MSA
    transponder module
    (Word document)
6   Generate target specification for a 40G 300-pin MSA transponder      30-Nov-06
    module.  This specification includes requirements for the
    following:
    -  optical, electrical, mechanical, qualification, and cost
    requirements
-------------------------------------------------------------------------------------
    Perform conceptual/preliminary design for a 40G packaged polymer     Follow-on
7   modulator.  Include preliminary test plan for Alpha and Beta            task,
    modules and suggested design for evaluation card.                   next quarter
-------------------------------------------------------------------------------------
    Perform preliminary design for a 40G 300-pin MSA transponder         Follow-on
8   module.  Include preliminary test plan for Alpha and Beta modules       task,
    and suggested design for evaluation card.                           next quarter
-------------------------------------------------------------------------------------
</TABLE>


                                                           11
<PAGE>


                            EXHIBIT B
                            ---------
                 Conflict Of Interest Disclosure





















                                                           12
<PAGE>

                            EXHIBIT C
                            ---------

                  Prior Work Product Disclosure

1. Except as listed in Section 2 below, the following is a
complete list of all Prior Work Product that have been made or
conceived or first reduced to practice by Provider alone or
jointly with others prior to my engagement by Client:

[ ] No inventions or improvements.
[X] See below:

  a. Software based control of optical transceiver and transponder circuits
  b. Distributed processing control
  c. Active modulation and power control formats and algorithms
  d. Hardware and software algorithms for Thermo-electric cooler (TEC)
     controls
  e. Software based control performance monitoring and diagnostics
  f. Active extinction ratio control
  g. Low cost laser driver control
  h. Optical receiver bias and control circuitry
  i. Transmit and receive signal path electronics control and monitoring
  j. Serdes interface circuitry
  k. Optical transceiver and transponder packaging

[ ] Additional sheets attached.

2. Due to a prior confidentiality agreement, Provider cannot
complete the disclosure under Section 1 above with respect to
inventions or improvements generally listed below, the
proprietary rights and duty of confidentiality with respect to
which Provider owes to the following party(ies):

Invention or Improvement Party(ies) Relationship:

  1.   ___________________________
  2.   ___________________________
  3.   ___________________________

[ ] Additional sheets attached.




                Background Technology Disclosure

The following is a list of all Background Technology which
Provider intends to use in performing under this Agreement:


                                                           13
<PAGE>


  a.  Market assessment survey forms and questions
  b.  Product specification and datasheet formats
  c.  Optical, electrical, and mechanical requirements for modules
      and components necessary to meet Telecom and Datacom industry standards
  d.  Methods for revenue, TAM, and gross margin calculations
  e.  Forecast information gathered from various market research firms
  f.  Methods for performing trade studies and similar component analysis






















                                                           14
<PAGE>



                            EXHIBIT D
                            ---------

                     Assignment Of Copyright

For  good and valuable consideration which has been received, the
undersigned  sells, assigns and transfers to Client,  a  Delaware
corporation, and its successors and assigns, the copyright in and
to  the  following  work,  which was  created  by  the  following
indicated author(s):

Title:

Author(s):

Copyright Office Identification No. (if any):

and all of the right, title and interest of the undersigned,
vested and contingent, therein and thereto.

Executed _______________________[date].

Signature: ____________________________

Printed Name: ________________________















                                                           15
<PAGE>