DiaSys Corporation - Exhibit 10.36




EXHIBIT 10.36






INVESTMENT AGREEMENT




  

  This Investment Agreement dated as of December 28, 2004
  by and between DIASYS CORPORATION, a Delaware corporation with a principal
  place of business at 81 West Main Street, Waterbury, Connecticut 06702 (the
  "Company"), and JOHN WINFIELD, an individual residing at 800 Moraga Drive,
  Los Angeles, California (the "Investor").

  

  1.           Purchase of
  Units. Subject to the terms and conditions contained in this Agreement,
  the Investor agrees to purchase, and the Company agrees to sell, One Million
  Two Hundred Fifty Thousand units (the "Units"), each consisting of: (i) one
  share of the Common Stock, $.001 par value ("Common Stock") of the Company,
  and (ii) one Common Stock Purchase Warrant (the "Warrant") entitling the holder
  to purchase one share of Common Stock at Fifty Cents ($.50) per share at any
  time prior to third anniversary of the date hereof, such Warrant to be in the
  form of Exhibit A attached hereto.

2.           Purchase
  Price. The Purchase Price for the Units shall be forty cents ($.40) per
  Unit, for an aggregate purchase price of Five Hundred Thousand Dollars ($500,000).
  The Purchase Price shall be paid by wire transfer of Federal funds on or before
  2:00 P.M. Eastern Time on Thursday, December 30, 2004 to the account of the
  Company as follows: 

  

	 	LaSalle Bank, N.A. 

      135 South LaSalle Street 

      Chicago, IL 60603 

      ABA # 071-000 505 
	 	 
	 	DiaSys Corporation 

      Acct # 5800693011


 

  3.           Unregistered
  Securities. The Investor understands that Units, the Common Stock, the Warrants
  and the shares of Common Stock issuable upon exercise of the Warrants (collectively,
  the "Securities") are suitable only for sophisticated investors and are being
  offered and sold under the exemption provided under Sections 4(2) and 4(6) of
  the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506
  promulgated thereunder and similar state securities law exemptions for private
  offerings. The Investor makes the following representations, declarations and
  warranties with the intent that the same be relied upon in determining his suitability
  as a shareholder in the Company: 

  

	 	(a) 	The Investor is an accredited investor, as
      that term is defined in Rule 501(a) under the Securities Act, in that he
      is a natural person and either (i) his individual net worth and that of
      his spouse on the date hereof exceeds $1,000,000 or (ii) he had an individual
      income in excess of $200,000 in each of the two most recent years or joint
      income with his spouse in excess of $300,000 in each of those years and
      he has a reasonable expectation of reaching the same income level in the
      current year. 
	 		




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	 	(b) 	He understands: (i) that the Securities have
      not been registered under the Securities Act, nor pursuant to the provisions
      of the securities or other laws of any other applicable jurisdictions in
      reliance on exemptions for private offerings contained in Section 4(2) and
      4(6) of the Securities Act, Rule 506 promulgated thereunder and in the laws
      of such jurisdictions; and (ii) that the Securities are to be issued in
      reliance upon such exemptions based upon his representations, warranties
      and agreements set forth herein. 
	 		
	 	(c) 	The Investor agrees that the Securities may
      not be resold pledged or otherwise transferred unless they are registered
      under such securities laws or unless exemptions from applicable registration
      requirements are available and that the certificate evidencing his Securities
      will bear a legend to such effect. 




4.           Governing Law.
This Agreement and all transactions, assignments and transfers hereunder and thereunder,
and all the rights of the parties, shall be governed as to validity, construction,
enforcement and in all other respects by the laws of the State of Connecticut.




              IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized officers as of the date first written above. 




	 	COMPANY: 

      DIASYS CORPORATION 
	 	
	 	
	 	By: S/ GREGORY WITCHEL 

            Gregory Witchel 

            Chief Executive Officer 
	 	
	 	
	 	INVESTOR: 
	 	
	 	
	 	S/ JOHN WINFIELD 

      John Winfield 









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