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CORRESP
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[Winstead Sechrest
& Minick P.C. Letterhead]

April 1, 2005

direct dial: 512.370.2837

dwindham@winstead.com

Mr. Thomas A. Jones

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 03-06

450 Fifth Street, N.W.

Washington, D.C.
20549

Re:          Uni-Pixel,
Inc.

Amendment No. 1 to Form 10-SB

Filed April 1, 2005

File No.  0-49737

Dear
Mr. Jones:

On behalf of our client,
Uni-Pixel, Inc. (the “Company”), we are enclosing a courtesy copy of the
Company’s Amendment No. 1 to Form 10-SB as filed with the Securities and
Exchange Commission (the “Commission”) on April 1, 2005.  The exhibits to the Amendment No. 1 to Form
10-SB are not included, but we would be happy to deliver them to you upon
request.  In connection with comments
received from the Staff by a letter dated March 18, 2005, the following is an
identification of the portions of the enclosed Amendment No. 1 to Form 10-SB
which are responsive to the comments as well as supplemental responses where
appropriate.  For the convenience of the
Staff, we have repeated the comments of the Staff letter below and followed
each comment with the response of the Company to the comment and a
cross-reference to the responsive portions of the Amendment No. 1 to Form
10-SB, which portions are also highlighted and tabbed in the enclosed courtesy
copy of the Amendment No. 1 to Form 10-SB.

Part I

Item 1.  Description of Business -
Page 1

Overview - Page 1

1.             Please expand the first paragraph to
quantify the amount of your accumulated deficit.  Also revise the related disclosure on page
12.

In Item 1, Description of Business – Overview, on page 1 and in Item 1,
Description of Business – Risk Factors, on page 15, the Company expanded its
disclosures to quantify the amount of its accumulated deficit as of December
31, 2004, which was $8,775,995 from operations.

2.             We note your disclosure here and on page 3
regarding the size and estimated growth of the electronic display market.  Please supplementally provide us with the
reports of DisplaySearch and mark the section or sections of the supplemental
materials that supports your statements.
With a view toward disclosure, also tell us whether you commissioned the
research conducted by DisplaySearch.

Attached to this letter are excerpts from the January 24, 2005,
Quarterly Worldwide Flat Panel Forecast Report of DisplaySearch and the
DisplaySearch 7th Annual DisplaySearch US FPD Conference in March
2005 titled “Survival of the Fittest: Managing the Peaks and Valleys of
SupplyDemand,” marked to show the sections that support the Company’s
statements in Item 1, Description of Business-Overview on pages 1 and 2 and in
Item 1, Description of Business – Industry Overview, on page 5 regarding the
size and estimated growth of the electronic display market.  The Company did not commission the research
conducted by DisplaySearch.  The
independent reports were published by DisplaySearch for industry-wide use, the
Company has an annual subscription to the reports and the Company has
DisplaySearch’s permission to use the report results in the Form 10-SB.

3.             Please explain to us your reasonable basis
for concluding that the TMOS technology is more economical, durable, reliable
and efficient than existing competitive products, such as LCD and plasma
displays, when you have not yet commercialized a product based on this
technology.  In this regard, we note your
disclosure on page 16 regarding the risk that the TMOS technology may not be
commercially or technically feasible for broad-based product applications.

In Item 1, Description of Business – Overview, on pages 1 through 3,
the Company explained its reasonable basis for concluding that the TMOS
technology is more economical, durable, reliable and efficient than existing
competitive products.

4.             We note your disclosure that you have had
“only a few revenue-generating services or development contracts.”  Here and on page 12, please revise to
quantify the revenues you have recorded to date and the time period over which
you recorded these revenues.
Furthermore, please revise to identify the military contractor, the
personal computer company, and the military agency to which you refer on page
3, as well as the national laboratory and leading military contractor on page
4.  Clarify the nature of your
relationship with each of these parties.

Confidential Treatment Requested by Uni-Pixel, Inc. – UP0001.

Our Competitive Strengths - Page 4

5.             Please reconcile your statement that you
have adopted what you believe to be an “innovative,” business model with your
disclosure on page 10 that some of your competitors follow a similar business
model.

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The Company added an explanation to Item 1, Description of Business –
Our Competitive Strengths, on page 7, and Item 1, Description of Business –
Competition, on page 13 to state why it believes that its business model is
innovative and to distinguish it from the business models followed by some of
its competitors.

6.             We note your disclosure that you have
entered into research and development agreements with a United States
government agency under the Small Business Innovation Research program, through
which you have received or will receive some funding.  Please identify the government agency, quantify
the amount of funding you have received or expect to receive under this
program, and indicate when the agreements expire.  Also expand your disclosure to describe
briefly the government’s rights to your technology under these agreements.

In Item 1, Description of Business – Our Competitive Strengths, on
pages 6 and 7 and in Item 1, Description of Business – Risk Factors, on page
15, the Company revised its disclosures to identify the government agency as
the United States Air Force, to quantify that the amount of funding expected
under the program’s Phase One grant is $98,214 and the Phase Two grant is
$686,966, to indicate that the Company will deliver prototype panels to the
United States Air Force examiners by March 2006 and to describe the
government’s rights to the Company’s technology under the agreements.

Item 2.  Management’s Discussion
and Analysis or Plan of Operation - Page 20

Results of Operations -
Comparison of Fiscal Years Ending December 31, 2004 and 2003 –
Page 20

7.             Please revise your disclosure to explain
the reasons underlying the factors you cite for the change in your
results.  For example, we note you
attribute the increase, in selling, general and administrative expenses from
2003 to 2004 to an increase in salary expense and in legal fees.  Please revise to explain why salary expense
increased, and why legal fees increased.
For instance, did your salary expense increase due to an increase in the
number of employees, or another reason?
Refer to Exchange Act Release No. 34-48960 (December 19, 2003),
available on our website at www.sec.gov.

The Company has made several revisions to Item 2, Management’s
Discussion and Analysis or Plan of Operation, on pages 23 through 25 to explain
the reasons for changes in its results.

The Company believes that it has explained
the reasons underlying the factors cited for the changes in results in Item
2, Management’s Discussion and Analysis or Plan of Operation.  The Company
is in a development stage so almost all of the changes year to year are
attributable to increases in salaries and benefits associated with the hiring
of additional

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administrative and research and development
employees and increased research and development costs.

8.             Please revise to clarify the term “impacts
of additional debt financing” to which you attribute an increase in interest
expense of almost 50% from 2003 to 2004.

In Item 2, Management’s Discussion and Analysis or Plan of Operation,
on page 23, the Company revised its disclosure to clarify the term “impacts of
additional debt financing” to explain that it referred to a
$1 million increase in principal amount of convertible promissory notes.

Historical Cash Flows – Page 20

9.             We note that your discussion of changes in
cash flows is a recitation in narrative form of certain items within your cash
flow statement.  For instance, we note
that the increase in cash used in operating activities is attributed
“primarily” to increased research and development spending and increased
general and administrative expenses; however, only $827,000 of the $1,282,000
increase in operating cash flow is attributable to the items specified.  Please revise, to discuss the reason for the
remaining increase in your operating cash flow, and describe the reasons
underlying the changes in your operating cash flow.

In Item 2, Management’s
Discussion and Analysis or Plan of Operation – Historical Cash Flows, on page
24, the Company clarified that the increased
research and development spending and increased general and administrative
expenses represented $1,177,000 of the $1,282,000 total increase in
spending.  The $827,000 referred to in
this question represents the increase in research and development and general
and administrative expenses on an accrual basis rather than a cash basis.  After adjustment for the reduction in
accounts payable of $350,000, the cash basis impact of the increase in research
and development and general and administrative expenses totals $1,177,000 of
the $1,282,000 total increase in spending.

Liquidity and Financial Condition - Page 21

10.          Please revise to discuss any known trends,
events or uncertainties that have or are reasonably likely to have a material
impact on your short-term or long-term liquidity.  For example, we note your disclosure on page 20
that your interest expense increased due to the “impacts of additional debt
financing.”

The Company revised Item 2, Management’s Discussion and Analysis or
Plan of Operation – Liquidity and Capital Resources section on page 24 to
discuss the length of time the current cash reserves will sustain the Company
and to state that it is not aware of any trends, events or uncertainties that
would have a material impact on its short-term or

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long-term liquidity.

Item 5.  Directors, Executive
Officers, Promoters and Control Persons - Page 24

11.          We note that Section 1 of Exhibit 10.2
indicates that you have agreed to elect one director designated by the Fordham
Financial Management to the board of directors, and that the director will be
compensated and will receive reimbursed expenses for attending meetings of the
board.  Please revise the appropriate
sections of your document to discuss this arrangement and to disclose the terms
of any non-employee director compensation.

In Item 5, Directors, Executive Officers, Promoters and Control
Persons, on page 29, in Item 6, Executive Compensation on page 30 and in Item
7, Certain Relationships and Related Transactions – Placement Agent Agreement
on page 35, the Company revised its disclosures to discuss the details of its
arrangement with Fordham Financial Management to elect one director designated
by Fordham and to discuss the Company’s current compensation arrangement for
non-employee directors.

Item 6.  Executive Compensation –
Page 26

Summary Compensation Table – Page 26

12.          Please revise the table to disclose the named
executive officers’ compensation for the last three fiscal years.  Refer to Item 402(b)(2) of Regulation S-B.

The Instruction to Item 402(b) set forth immediately prior to Item
402(c) states: “Information with respect to fiscal years prior to the last
completed fiscal year will not be required if the registrant was not a
reporting company pursuant to Section 13(a) or 15(d) of the Exchange Act at any
time during that year, except that the registrant will be required to provide
information for any such year if that information previously was required to be
provided in response to a Commission filing requirement.”  Additionally, we note that the Company’s
predecessor company, Real-Estateforlease.com, Inc., filed a Form 10-SB on April
18, 2002, which it subsequently withdrew June 4, 2002, prior to the Form
10-SB’s becoming effective.  Therefore,
the Company was not previously a reporting company pursuant to Section 13(a) or
15(d) of the Exchange Act and is not required to report this information for
2002 and 2003.

13.          Please supplementally advise, with a view to
disclosure, why this section does not address the advances and cancellations
discussed in Note 4 of the financial statements.  Also, revise page 21 to discuss the impact on
liquidity and capital resources.

The Company has revised its disclosure in Item 6, Executive
Compensation – Summary

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Compensation Table on page 30 to address the advances and cancellations
discussed in Note 4 of the financial statements.  The Company also revised Item 7, Certain
Relationships and Related Transactions – Payment of Accrued Salaries and
Reduction of Trade Debt and Settlement of Employee Payroll on pages 33 and 34
to address the advances and cancellations discussed in Note 4 of the financial
statements.  The Company did not revise
the discussion of liquidity and capital resources on page 24 because the
Company does not believe that the advances and cancellations had any effect on
liquidity and capital resources.

14.          Please confirm that none of the options
representing 1,490,000 shares of common stock that were issued to employees in
2004 were issued to named executive officers for which disclosure under Item
402 of Regulation S-B is required.
Alternatively, please provide the disclosure required under this item.

In Item 6, Executive Compensation – Summary Compensation Table on page
30, the Company revised its disclosure to describe the options issued to the
named executive officers.

Item 7.  Certain Relationships
and Related Transactions - Page 26

15.          Please revise to provide the disclosure
required under Item 404 of Regulation S-B with regard to the transactions described
in Section 7.4, Section 8.5 and Section 8.6 of Exhibit 10.9.

In Item 7, Certain Relationships and Related Transactions – Bridge Loan
Agreement, Conversion of CapSource Notes and Payment of Accrued Salaries and
Reduction of Trade Debt on pages 33 through 34, the Company revised its
disclosure to include the transactions described in Sections 7.4, 8.5 and 8.6
of Exhibit 10.9.

16.          Please revise to provide the disclosure
required under Item 404 of Regulation S-B with regard to the $117,846 in employee
advances receivable that were settled with your employees during 2004.

The Company revised its disclosure in Item 7, Certain Relationships and
Related Transactions – Settlement of Employee Payroll, on page 34 to include a
description of the employee advances.

The Merger Agreement - Page 26

17.          We note your disclosures about the merger
agreements in December 2004 between Uni-Pixel Displays, Inc., Uni-Pixel Merger
Sub, Inc., Gemini V, Inc. and certain of your principal stockholders.  Please revise this section to briefly explain
the background of all entities involved in the transaction, to indicate the
accounting

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acquirer and the legal acquirer in the
transaction and to clearly disclose how you accounted for the transaction.  Consider adding graphic disclosures to the
filing that present your current and former ownership structure and
percentages.  We may have further
comments after reviewing your response and revisions.

The Company revised Item 7, Certain Relationships and Related
Transactions – The Merger Agreement, on pages 31 through 32 to explain further
the background and role of the entities involved in the merger and to disclose
the accounting treatment for the transaction.

18.          Please revise this section to describe the
assets purchased from Gemini V, Inc. for which you issued 2,917,250 shares of
common stock.  We note your disclosure in
Note