Filed by sedaredgar.com - Lightscape Technologies Inc. - Exhibit 10.10






SALE & PURCHASE AGREEMENT OF SHARES 

THIS AGREEMENT IS DATED NOVEMBER 20, 2009 

BETWEEN: 


(1)VENDOR: Beijing Illumination (Hong Kong) Limited (“the
Vendor”), a company incorporated and organized under the laws of Hong Kong, with
appointed Authorized Representative TAN SENG SENG. 


(2) PURCHASER: Zhejiang Zhong Jun Investment Management Co.
Limited (“the Purchaser”), a company incorporated and organized under the laws
of the People’s Republic of China (“P.R.C.”), with appointed Authorized
Representative WU LEI. 


The term “Both Parties” refers to both the Vendor and the
Purchaser. 


BACKGROUND 


Whereas Beijing Aihua New Enterprise Lighting Appliance Co.
Ltd. (“the Target Company”) is a Wholly Foreign-Owned Enterprise (WOFE)
established on June 3, 2003, its registered paid-up capital was RMB15.3 Million.
It was authorized to operate for a term of 25 years. The Vendor desires to sell
its 100% shareholding (“the Target Shares”) in the Target Company and the
Purchaser desires to buy the Target Shares in accordance with the terms and
conditions of this Agreement. 


CLAUSE
1           DEFINITIONS 


1.1.    Target Shares: As defined in above
section on Background. 

1.2.    Sale & Purchase Consideration (“the
Consideration): As defined under Clause 2.2. 

1.3.    Effective date: As defined under Clause
7.1. 


CLAUSE
2           SALE &
PURCHASE OF TARGET SHARES 


2.1    The Vendor agrees to sell the Target
Shares in accordance with the terms and conditions of this Agreement, and the
Purchaser agrees to buy the Target Shares in accordance with the aforesaid terms
and conditions. 

2.2    Consideration: the Purchaser shall pay a
total consideration of RMB7.8 Million (Chinese Yuan 




Seven Million and Eight Hundred Thousand) for the Target Shares
to the Vendor. 

CLAUSE
3           TERMS OF DEPOSIT
AND PAYMENTS 

3.1    To ensure the effective execution of this
Agreement, within 3 days upon the signing of this Agreement by Both Parties, the
Purchaser shall pay to the Vendor RMB1.5 Million (Chinese Yuan One million and
Five Hundred Thousand) by deposit (the “Deposit”) to its designated Bank
account, as deposit for this Agreement. 

3.2    The balance of the Consideration of
RMB6.3Million (Chinese Yuan Six Million and Three Hundred Thousand) shall be
payable within 3 days upon the completion of all legal and statutory
documentation for the transfer of legal ownership of the Target Shares. 

3.3    Upon the receipt of the Deposit from the
Purchaser, the Vendor shall take immediate action to ensure the timely transfer
of legal ownership of the Target Shares and due completion of all related
procedures in obtaining approval from the relevant authorities of the P.R.C.


3.4    Both Parties hereby declare and warrant
that: 

Prior to the receipt of the full amount of the Consideration
for the Target Shares, despite having obtained the required approval from the
relevant authorities, the Purchaser shall be deemed to have no authority to
exercise its ownership rights and responsibilities, and the Vendor shall be
deemed to be the owner of the Target Shares. During this interim period, Vendor
shall not act in any ways which is in contradiction to the interests of the
Purchaser, and in contravention of the laws and regulations of PRC; and in
addition, shall not sell or transfer or hide any fixed, tangible and intangible
assets of the Target Company; and shall ensure that the Target Company shall not
incur any significant operating losses. Only upon the receipt of payment in full
of the Consideration from the Purchaser by the Vendor, title and ownership of
the Target Shares shall be duly transferred to the Purchaser from the Vendor.


CLAUSE
4           REPRESENTATIONS
& WARRANTIES 

4.1    Upon the signing of this Agreement, the
Vendor hereby makes the following representations and warranties: 

4.1.1 The Vendor has full legal rights
and authority to enter into this Agreement, in accordance with the provisions of
all relevant government laws, rules and regulations. 

4.1.2 On the date of this Agreement,
the Vendor is in possession of the legal title and ownership of the Target
Shares and has full authority to deal with the Target Shares. 




4.1.3 The Target Company has no
mortgage, charge or pledge of any kind concerning its assets, and has not
provided any third party with any guarantee, in whatever form. The Vendor has no
charge or lien regarding its equity holding in the Target Company. 

4.2    Upon the signing of this Agreement, the
Purchaser hereby makes the following representations and warranties: 

4.2.1 The Purchaser has full authority
to enter into this Agreement and have obtained all required legal and statutory
authorization. 

4.2.2 The source of funds to be used
and applied for payment of the Consideration is entirely of legal and legitimate
means. 

CLAUSE
5           FEES &
EXPENSES 

5.1    The Purchaser shall be responsible for
payment of all legal and other related fees concerning payment of the
Consideration under this Agreement. 

5.2    The Target Company shall be responsible
for payment of Government fees and levies regarding the registration of transfer
of shareholding. 

5.3    Any taxes or levies arising as a result
of this Agreement shall be dealt with in accordance with the applicable laws and
regulations of P.R.C. If it is not specifically covered by applicable laws and
regulations, Both Parties will share responsibility for the payment thereof
equally. 

CLAUSE
6           BREACHING OF
AGREEMENT 

6.1    If the Purchaser fails to make payments
of the Deposit and/or balance of the Consideration within the periods as
specified in Clause 3.1 and 3.2, the Purchaser shall pay to the Vendor penalty
charge of 0.05% per day on the outstanding balance. 

6.2    Both Parties agree that should either
party breach the terms of this Agreement and cause damage of whatever nature to
the other party as a result, the breaching party shall be responsible for
indemnifying the other party for all damages thus caused directly or indirectly.


CLAUSE
7           VALIDITY 




7.1    This Agreement shall be effective and
valid as of the signing date. 

CLAUSE
8           GOVERNING LAWS


8.1    The laws of P.R.C. shall govern the
formation, validity and definition of this Agreement. 

CLAUSE
9           RESOLUTION OF
DISPUTES 

9.1 In case of disputes between Both Parties, the courts of law
in the city of location of the Target Company shall prevail in accordance with
the laws of P.R.C. 

CLAUSE
10         GENERAL 

10.1    Amendments: 

Any amendment to this Agreement must be made in writing, and
must be signed by the Authorized Representatives of Both Parties, subject to
approval obtained from relevant authorities. 

10.2    Confidentiality: 
Both Parties must
maintain and keep confidential all trade and business matters relating to this
Agreement. The responsibility for keeping confidentiality shall be valid for 3
years from the date of this Agreement. 

10.3    Duration of Breach: 
During the
validity of this Agreement, the consent for delay in the execution of the terms
of this Agreement granted by one Party which abides by the Agreement (“the
Abiding Party”) to the other Party which fails to abide by the Agreement (the
“Breaching Party”), shall not affect, injure or limit the rights of the Abiding
Party to seek damages for such breach against the Breaching Party. Further, it
shall not be construed as the Abiding Party surrenders its legal rights to seek
damages against the Breaching Party, nor shall it be construed as the Abiding
Party surrenders its legal rights to seek damages against the Breaching Party
regarding similar breaching act. 

10.4    Entire Agreement: 
This Agreement
represents the entire agreement between the Vendor and the Purchaser and
supersedes all prior understandings, arrangements or agreements, either written
or oral. 

10.5    Matters not mentioned in Agreement:

Both Parties undertake to execute this Agreement based on the principles of
mutual trust and cooperation. Both Parties will cordially negotiate and resolve
fairly and equitably all matters not 




mentioned in this Agreement. 

10.6      Copies of Agreement: 

There shall be four original copies of this Agreement to be
signed by Both Parties in Chinese, with one copy each for the Vendor and
Purchaser and the remaining two copies to be forwarded to the proper authorities
for relevant approval. 


IN WITNESS whereof this Agreement has been duly executed by
Both Parties hereto the day and year first above written. 


THE VENDOR 

/s/ Tan Seng Seng

Authorized Representative 


THE PURCHASER 

/s/ Wu Lei

Authorized Representative