Filed by Automated Filing Services Inc. (604) 609-0244 - Lightscape Technologies Inc. - Exhibit 10.1






THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF
SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
(THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933 (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. 

SUBSCRIPTION AGREEMENT 
(Offshore Subscribers) 

	TO: 	Lightscape Technologies Inc. (the “Company”)
  
	  	3/F., 80 Gloucester Road 
	  	Wanchai, Hong Kong 


Purchase of Shares 

1.                             
Subscription 

1.1                          
 The undersigned (the "Subscriber") hereby irrevocably subscribes for and
agrees to purchase from the Company, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein,
2,450,000 shares of the Company's common stock (the "Shares") at the
price of US$0.65 per Share (the "Subscription Price") for the aggregate
total purchase price of US$1,592,500 (the "Subscription Proceeds"). The
Company may close the private placement in tranches. 

1.2                           
Subject to the terms hereof, the Subscription will be effective upon its
acceptance by the Company.

2.                             
Payment 

2.1                           
The Subscription Proceeds must accompany this Subscription and shall be paid by
certified check or bank draft, and made payable and delivered to the Company or
its lawyers. Alternatively, the Subscription Proceeds may be wired to the
Company or its lawyers pursuant to wiring instructions that will be provided to
the Subscriber upon request. If the funds are wired to the Company's lawyers,
those lawyers are authorized to immediately deliver the funds to the Company.


2.2                            The
Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held on behalf of the Company. In the event that this Subscription
Agreement is not accepted by the Company for whatever reason, which the Company
expressly reserves the right to do, within 30 days of the delivery of an
executed Subscription Agreement by the Subscriber, this Subscription Agreement,
the Subscription Proceeds (without interest thereon) and any other 




- 2 - 

documents delivered in connection herewith will be returned to
the Subscriber at the address of the Subscriber as set forth in this
Subscription Agreement. 

2.3                            Where
the Subscription Proceeds are paid to the Company, the Company is entitled to
treat such Subscription Proceeds as an interest free loan to the Company until
such time as the Subscription is accepted and the certificates representing the
Shares have been issued to the Subscriber. 

3.                             
Documents Required from Subscriber 

3.1                            The
Subscriber must complete, sign and return to the Company an executed copy of
this Subscription Agreement. 

3.2                            The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities and applicable law.


4.                             
Closing 

4.1                           
Closing of the offering of the Shares (the "Closing") shall occur on or before
11th December, 2007, or on such other date as
may be determined by the Company (the "Closing Date"). 

5.                             
Acknowledgements of Subscriber 

5.1                            The
Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Shares have been or will be registered under
      the 1933 Act, or under any state securities or "blue sky" laws of any
      state of the United States, and, unless so registered, may not be offered
      or sold in the United States or, directly or indirectly, to U.S. Persons,
      as that term is defined in Regulation S under the 1933 Act ("Regulation
      S"), except in accordance with the provisions of Regulation S, pursuant to
      an effective registration statement under the 1933 Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act and in each case only in accordance with
      applicable state securities laws;

	 	 	 
	 	(b) 	
      other than as set out herein, the Company has not
      undertaken, and will have no obligation, to register any of the Shares
      under the 1933 Act or any other securities legislation;

	 	 	 
	 	(c) 	
      it has received and carefully read this Subscription
      Agreement;

	 	 	 
	 	(d) 	
      it and its advisor(s) have had a reasonable opportunity
      to ask questions of and receive answers from the Company in connection
      with the sale of the Shares hereunder, and to obtain additional
      information, to the extent possessed or obtainable by the Company without
      unreasonable effort or expense;

	 	 	 
	 	(e) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books in
      connection with the sale of the Shares hereunder have been made available
      for inspection by him and his attorney and/or advisor(s);

	 	 	 
	 	(f) 	
      all information which the Subscriber has provided to the
      Company is correct and complete as of the date the Subscription Agreement
      is signed, and if there should be any change in such information prior to
      this Subscription Agreement being executed by the Company, the Subscriber
      will immediately provide the Company with such
  information;







- 3 - 

	 	(g) 	
      the Company is entitled to rely on the representations
      and warranties of the Subscriber contained in this Subscription Agreement
      and the Subscriber will hold harmless the Company from any loss or damage
      it or they may suffer as a result of the Subscriber's failure to correctly
      complete this Subscription Agreement;

	 	 	 	 
	 	(h) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein or in any document furnished by the
      Subscriber to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company in
      connection therewith;

	 	 	 	 
	 	(i) 	
      the Subscriber has been advised to consult the
      Subscriber's own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Shares and with respect to applicable
      resale restrictions, and it is solely responsible (and the Company is not
      in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the Shares
      hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(j) 	
      none of the Shares are listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in the common shares of the Company on
      the Pink Sheets® over-the-counter securities market;

	 	 	 	 
	 	(k) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement and is acquiring the
      Shares as principal for its own account, for investment purposes only, and
      not with a view to, or for, resale, distribution or fractionalization
      thereof, in whole or in part, and no other person has a direct or indirect
      beneficial interest in such Shares;

	 	 	 	 
	 	(l) 	
      none of the Shares may be offered or sold to a U.S.
      Person or for the account or benefit of a U.S. Person (other than a
      distributor) prior to the end of the Distribution Compliance Period (as
      defined herein);

	 	 	 	 
	 	(m) 	
      the Company will refuse to register any transfer of the
      Shares not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in each case in accordance with applicable state
      securities laws;

	 	 	 	 
	 	(n) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Shares;

	 	 	 	 
	 	(o) 	
      no documents in connection with the sale of the Shares
      hereunder have been reviewed by the SEC or any state securities
      administrators;

	 	 	 	 
	 	(p) 	
      there is no government or other insurance covering any of
      the Shares;







- 4 - 

	 	(q) 	
      the issuance and sale of the Shares to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 	 
	 	(r) 	
      the Subscriber is purchasing the Shares pursuant to an
      exemption from the registration and the prospectus requirements of
      applicable securities legislation on the basis that the Subscriber is an
      accredited investor of the Company and, as a consequence:

	 	 	 	 
	 		(i) 	
      is restricted from using most of the civil remedies
      available under securities legislation,

	 	 	 	 
	 		(ii) 	
      may not receive information that would otherwise be
      required to be provided under securities legislation, and

	 	 	 	 
	 		(iii) 	
      the Company is relieved from certain obligations that
      would otherwise apply under securities legislation;

	 	 	 	 
	 	(s) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Shares, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and

	 	 	 	 
	 	(t) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Company.



6.                             
Representations, Warranties and Covenants of the Subscriber


6.1                            The
Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that: 

	 	(a) 	
      the Subscriber is not a U.S. Person;

	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Shares for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(c) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading "Name and Address of Subscriber" on the signature page
      of this Subscription Agreement and the sale of the Shares to the
      Subscriber as contemplated in this Subscription Agreement complies with or
      is exempt from the applicable securities legislation of the jurisdiction
      of residence of the Subscriber;

	 	 	 
	 	(d) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(e) 	
      if the Subscriber is a corporation or other entity, the
      entering into of this Subscription Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or the constating documents of, the
      Subscriber or of any agreement, written or oral, to which the Subscriber
      may be a party or by which the Subscriber is or may be bound;

	 	 	 
	 	(f) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;

	 	 	 
	 	(g) 	
      the Subscriber is acquiring the Shares as principal for
      its own account for investment purposes only and not for the account of
      any other person and not for distribution, assignment or resale
  to







- 5 - 

	 		
      others, and no other person has a direct or indirect
      beneficial interest in such Shares, and it has not subdivided its interest
      in the Shares with any other person;

	 	 	 
	 	(h) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement and is acquiring the
      Shares as principal for the Subscriber's own account for investment
      purposes only, and not with a view to, or for, resale, distribution or
      fractionalisation thereof, in whole or in part, and no other person has a
      direct or indirect beneficial interest in the Shares;

	 	 	 
	 	(i) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment;

	 	 	 
	 	(j) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in any way whatsoever for the
      Subscriber's decision to invest in the Shares and the Company;

	 	 	 
	 	(k) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time;

	 	 	 
	 	(l) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Subscription Agreement
      and agrees that if any of such acknowledgements, representations and
      agreements are no longer accurate or have been breached, the Subscriber
      shall promptly notify the Company;

	 	 	 
	 	(m) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto;

	 	 	 
	 	(n) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber in accordance with its
      terms;

	 	 	 
	 	(o) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Shares;

	 	 	 
	 	(p) 	
      the Subscriber understands and agrees that none of the
      Shares have been or will be registered under the 1933 Act, or under any
      state securities or "blue sky" laws of any state of the United States,
      and, unless so registered, may not be offered or sold in the United States
      or, directly or indirectly, to U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act ("Regulation S"), except in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with applicable state securities
      laws;

	 	 	 
	 	(q) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Shares prior to the expiration of a period of one year
      after the date of original issuance of the Shares (the one year period
      hereinafter referred to as the "Distribution Compliance Period") shall
      only be made in compliance with the safe harbor provisions set forth in
      Regulation S, pursuant to the registration provisions of the 1933 Act or
      an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state securities
  laws;







- 6 - 

	 	(r) 	
      the Subscriber acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any "directed
      selling efforts" (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Shares which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Shares; provided, however, that the
      Subscriber may sell or otherwise dispose of any of the Shares pursuant to
      registration of any of the Shares pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 	 
	 	(s) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Shares unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state securities
  laws;

	 	 	 	 
	 	(t) 	
      the Subscriber understands and agrees that the Company
      will refuse to register any transfer of the Shares not made in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act or pursuant to an available exemption from
      the registration requirements of the 1933 Act;

	 	 	 	 
	 	(u) 	
      the Subscriber (i) is able to fend for itself in the
      Subscription; (ii) has such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of
      its investment in the Shares and the Company; and (iii) has the ability to
      bear the economic risks of its prospective investment and can afford the
      complete loss of such investment;

	 	 	 	 
	 	(v) 	
      the Subscriber is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and

	 	 	 	 
	 	(w) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Shares,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Shares,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Shares,
      or

	 	 	 	 
	 		(iv) 	
      that any of the Shares will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Shares of the
      Company on any stock exchange or automated dealer quotation
  system.



6.2                           
In this Subscription Agreement, the term "U.S. Person" shall have the meaning
ascribed thereto in Regulation S. 

7.                            
 Representations and Warranties will be Relied Upon by the
Company 

7.1                            The
Subscriber acknowledges that the representations and warranties contained herein
are made by it with the intention that such representations and warranties may
be relied upon by the Company and its legal counsel in determining the
Subscriber's eligibility to purchase the Shares under applicable securities
legislation, or (if applicable) the eligibility of others on whose behalf it is
contracting hereunder to purchase the Shares under applicable securities
legislation. The Subscriber further agrees that by accepting delivery of the
certificates representing the Shares on the Closing Date, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the Closing Date and that
they will survive the purchase by the Subscriber of the 




- 7 - 

Shares and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such Shares.


8.                             
Resale Restrictions 

8.1                           
The Subscriber acknowledges that any resale of the Shares will be subject to
resale restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee. The Subscriber acknowledges that the Shares
have not been registered under the 1933 Act of the securities laws of any state
of the United States. The Shares may not be offered or sold in the United States
unless registered in accordance with United States federal securities laws and
all applicable state securities laws or exemptions from such registration
requirements are available. 

8.2                            The
Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent disposition of the Securities by the Subscriber may be imposed by
securities laws in addition to any restrictions referred to in Section 8.1
above, and, in particular, the Subscriber acknowledges and agrees that none of
the Securities may be offered or sold to a U.S. Person or for the account or
benefit of a U.S. Person (other than a distributor) prior to the end of the
Distribution Compliance Period. 

9.                             
Acknowledgement and Waiver 

9.1                           
The Subscriber has acknowledged that the decision to purchase the Shares was
solely made on the basis of available information provided to the Subscriber.
The Subscriber hereby waives, to the fullest extent permitted by law, any rights
of withdrawal, rescission or compensation for damages to which the Subscriber
might be entitled in connection with the distribution of the Shares. 

10.                           
Legending of Subject Shares 

10.1                          The
Subscriber hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Shares will bear a
legend in substantially the following form: 

"THESE SECURITIES WERE ISSUED IN AN
OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT." 

10.2                         
The Subscriber hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement. 

11.                            Costs


11.1                          
The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Shares shall be
borne by the Subscriber. 




- 8 - 

12.                           
Governing Law 

12.1                          This
Subscription Agreement is governed by the laws of the State of Nevada and the
federal laws of the United States applicable herein. 

13.              
            
Survival 

13.1                          This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Shares by the Subscriber pursuant hereto. 

14.                           
Assignment 

14.1                          This
Subscription Agreement is not transferable or assignable. 

15.                          
 Severability 

15.1                          The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement. 

16.                           
Entire Agreement 

16.1                         
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else. 

17.                           
Notices 

17.1                         
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
the signature page of this Subscription Agreement and notices to the Company
shall be directed to it at Lightscape Technologies Inc. 3/F., 80 Gloucester
Road, Wanchai, Hong Kong, Attention: Bondy Tan, Fax No.: (852) 2546 6878. 

18.                           
Counterparts and Electronic Means 

18.1                          This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. Delivery of an executed copy of
this Subscription Agreement by electronic facsimile transmission or other means
of electronic communication capable of producing a printed copy will be deemed
to be execution and delivery of this Subscription Agreement as of the date
hereinafter set forth. 

19.                           
Delivery Instructions 

19.1                          The
Subscriber hereby directs the Company to deliver the Shares and Certificates to:


	 	Mr. Hamilton Ty Tang 
	 	(name) 
	 	  
	 	c/o Simon Murray & Company (Hong Kong) Limited 
	 	(address) 3601 Cheung Kong
      Centre, 2 Queen’s Road Central, 
	 	       
                 Hong Kong







- 9 - 

19.2                          The
Subscriber hereby directs the Company to cause the Shares to be registered on
the books of the Company as follows: 

	 	SMC Investment Management Limited 
	 	(name) 
	 	  
	 	P.O. Box 957, Offshore Incorporations Centre, Road Town,
  
	 	(address) Tortola, British Virgin
      Islands 


19.3                          The
undersigned hereby acknowledges that it will deliver to the Company all such
additional completed forms in respect of the Subscriber’s purchase of the
Securities as may be required for filing with the appropriate securities
commissions and regulatory authorities. 


IN WITNESS WHEREOF the Subscriber has duly executed
this Subscription Agreement as of the date of acceptance by the Company. 

	 	SMC
      Investment Management Limited 
	 	(Name of Subscriber – Please type or print)
  
	 	  
	 	  
	 	  
	 	/s/
      Hamilton Ty Tang 
	 	(Signature and, if applicable, Office) 
	 	  
	 	  
	 	P.O. Box 957, Offshore 
	 	Incorporations Centre, Road Town 
	 	(Address of Subscriber) 
	 	  
	 	  
	 	  
	 	Tortola 
	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	  
	 	  
	 	  
	 	British Virgin Islands 
	 	(Country of Subscriber)







- 10 - 

A C C E P T A N C E 

The above-mentioned Subscription Agreement in respect of the
Shares is hereby accepted by LIGHTSCAPE TECHNOLOGIES INC. 

DATED at 3/F, 80 Gloucester Road, Wanchai, H.K., the
11th day of December, 2007. 

LIGHTSCAPE TECHNOLOGIES INC. 

 

	Per: 	/s/ Bondy Tan 	 
	 	Authorized
      Signatory 	 
	  	Bondy Tan, President and CEO