EXHIBIT 10.1 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (this ? Amendment ?) is entered into as of December 1, 2007, by and between CHALLENGER DISCOVERY, LLC , a Delaware limited liability company (? Landlord ?), and LIGHTPATH TECHNOLOGIES, INC. , a Delaware corporation (? Tenant ?)

EXHIBIT 10.1

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (this “ Amendment ”) is entered into as of December 1, 2007, by and between CHALLENGER DISCOVERY, LLC , a Delaware limited liability company (“ Landlord ”), and LIGHTPATH TECHNOLOGIES, INC. , a Delaware corporation (“ Tenant ”).

RECITALS :

A. Challenger TechCenter III, Ltd., a Florida limited partnership (“ Original Landlord ”) and Tenant entered into that certain Lease dated January 25, 2001, as amended by (i) that certain First Amendment to Lease dated August 10, 2001, and (ii) that certain Second Amendment to Lease dated April 20, 2004 (collectively, the “ Lease ”), pursuant to which Tenant leased from Original Landlord that certain premises consisting of approximately 41,063 square feet of rentable area (the “ Existing Premises ”) in the building located at 2603 Challenger Tech Court, Orlando, Florida 32826, commonly known as Challenger Court (the “ Building ”).

B. Landlord has heretofore succeeded to all of the right, title and interest of Original Landlord as the landlord under the Lease.

C. The Existing Premises consists of approximately 41,063 square feet of rentable area.

D. Tenant desires to surrender a portion of the Existing Premises located in the Building containing approximately 19,506 square feet of rentable area (the “ Surrendered Space ”), which Surrendered Space is depicted on Exhibit A attached hereto and by this reference made a part hereof.

E. The term of the Lease is scheduled to expire on November 30, 2008 (the “ Lease Expiration Date ”).

F. Tenant desires to extend the term of the Lease to December 31, 2014.

G. Landlord and Tenant desire to amend the Lease on the terms and conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:

1. Surrender of Possession of the Premises . At any time following December 1, 2007 (the “ Commencement Date ”), but in any event no later than December 31, 2007 (such date being the “ Surrender Date ”), Tenant shall (i) with respect to that portion of the Surrendered Space containing approximately 8,350 square feet of rentable area; (a) remove all Tenant’s fixtures, furniture and other property from such portion of the Surrendered Space;

(b) surrender possession of such portion of the Surrendered Space to Landlord in broom-clean condition and in accordance with the requirements of Section 7.1.9 of the Lease; and (c) surrender to Landlord all keys for such portion of the Surrendered Space to Landlord, and (ii) with respect to the remainder of the Surrendered Space, Tenant shall surrender possession under the Lease to such portion of the Surrendered Space to Landlord. Tenant does hereby acknowledge and agree that Tenant’s surrender of the Surrendered Space to Landlord shall not terminate the Lease with respect to the remainder of the Premises or release Tenant from its obligations under the Lease including, but not limited to, Tenant’s obligation to pay Annual Minimum Rent, Additional Rent, and all other charges imposed on Tenant under the Lease accruing with respect to the Surrendered Space prior to the Surrender Date. Tenant shall be liable to Landlord for costs incurred by Landlord as a result of Tenant’s failure to perform any of the foregoing, which liability shall survive the Surrender Date.

Tenant agrees that upon the Surrender Date, Landlord shall be released from all claims, costs, causes of action, damages and all other liability related to Tenant’s lease of the Surrendered Space pursuant to the Lease.

Tenant hereby certifies, with respect to Tenant’s rights in and occupancy of the Surrendered Space, that the following statements are true as of the date hereof and will be true on the Surrender Date:

(a) Tenant owns and holds the entire interest of Tenant under the Lease;

(b) There exist no subleases affecting the Surrendered Space or any part thereof;

(c) Tenant has not assigned or encumbered Tenant’s interest under the Lease or any part thereof;

(d) Tenant has not at any time done or suffered any act or omission and will not do or suffer any act or omission whereby the Surrendered Space or any part thereof is or may be in any way charged, assessed or encumbered by any third party. No contracts for the furnishing of any labor or materials with respect to improvements or alterations in or about the Surrendered Space have been let by Tenant or are outstanding that have not been performed and satisfied; and

(e) Tenant has full authority to execute and deliver this Amendment.

Tenant agrees to defend, indemnify and save Landlord harmless from and against all loss, cost, damage and expense sustained by Landlord (including, without limitation, all expenses, costs and reasonable attorneys’ fees of Landlord in any action or defense undertaken by Landlord to protect itself from such loss or damage) resulting from any breach by Tenant of the covenants, representations and warranties made in (a) through (e) above, from any lien, charge, encumbrance or claim against the Surrendered Space relating to any work or action caused or undertaken by or on behalf of Tenant prior to the Surrender Date, from any failure of Tenant to surrender possession of the Surrendered Space prior to the Surrender Date in the manner required

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hereunder, and from any claim against Landlord for which the Tenant is responsible under the Lease or which has occurred as a result of Tenant’s action or inaction, which obligation shall survive the Surrender Date.

Effective on the Commencement Date, the Surrendered Space shall be subtracted from the Existing Premises pursuant to the terms and conditions of this Amendment and the Premises shall thereafter be deemed to consist of 21,557 square feet of rentable area (provided that the timeframe for Tenant’s surrender of such Surrendered Space to Landlord shall be governed by the first paragraph of this Section 1). Notwithstanding anything to the contrary contained herein, and notwithstanding Tenant’s delivery of possession of the Surrendered Space to Landlord prior to the Surrender Date, Tenant shall continue to remain liable for the payment of Annual Minimum Rent and Additional Rent accruing with respect to the Surrendered Space through and including November 30, 2007.

2. Extension of Term . The Lease Term is hereby extended for a period of six (6) years and one (1) month commencing (immediately following the Lease Expiration Date) on December 1, 2008 and expiring on December 31, 2014, unless sooner terminated as is otherwise provided in the Lease (the “ Extension Term ”). All of the terms and provisions of the Lease shall continue to apply with respect to the Extension Term, except as specifically modified herein. Other than as provided in Section 8 of this Amendment, Tenant acknowledges that Tenant has no further right or option to extend the term of the Lease (including Tenant’s rights under Exhibit “G” of the Lease, which are hereby waived by Tenant).

3. Annual Minimum Rent . Commencing on the Commencement Date, Tenant shall pay to Landlord Annual Minimum Rent in the manner and at the times set forth in Section 4 of the Lease and in the amounts set forth below, without demand, deduction or setoff, except as expressly provided in the Lease.

Notwithstanding anything to the contrary (including the foregoing rent table), provided that Tenant is not in default (after delivery of any applicable notice and expiration of any applicable cure period) under the terms of the Lease, Tenant shall be entitled to an abatement of Annual Minimum Rent and Additional Rent (including Operating Expenses) for the Premises commencing on December 1, 2007 and running through December 31, 2007 (the “Minimum Rent Abatement Period” ).

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4. Additional Rent . Commencing on the Commencement Date, Tenant shall pay Tenant’s Proportionate Share (i.e., 26.26%)) of Operating Expenses for each year on a net basis, and without regard to any base year.

5. Florida State Sales Tax . Tenant shall pay all applicable Florida State Sales Taxes concurrently with each installment of Annual Minimum Rent for the Premises.

6. Termination Fee . Tenant shall deliver to Landlord One Hundred Fifty Thousand Dollars ($150,000.00) (the “ Termination Fee ”) in three (3) installments. The first installment of the Termination Fee shall be in the amount of Fifty Thousand Dollars ($50,000.00) and shall be paid to Landlord concurrently with Tenant’s execution and delivery of this Amendment. The second installment of the Termination Fee shall be in the amount of Fifty Thousand Dollars ($50,000.00) and shall be paid to Landlord no later than January 4, 2008, time being of the essence. The third installment of the Termination Fee shall be in the amount of Fifty Thousand Dollars ($50,000.00) and shall be paid to Landlord no later than February 1, 2008, time being of the essence. Tenant’s failure to pay either installment