Filed by Automated Filing Services Inc. (604) 609-0244 - Lightscape Technologies Inc. - Exhibit 10.3






ESCROW AGREEMENT

     This Escrow Agreement, dated as
  of March 9, 2008 (this “Agreement”), is entered into by and
  among Lightscape Technologies Inc., a Nevada corporation (the "Company"),
  Roth Capital Partners, LLC (the "Placement Agent") and TRISTATE TITLE
  & ESCROW, LLC, with its principal offices located at 360 Main Street, Washington,
  VA 22747 (the “Escrow Agent”). The Placement Agent and the
  Company are sometimes each referred to herein as an "Escrowing Party" and collectively,
  the "Escrowing Parties."

WITNESSETH:

     WHEREAS, the Company, through the
  Placement Agent, proposes to make a private offering pursuant to Rule 506 of
  Regulation D of the Securities Act of 1933, as amended (the “Offering”
  and the “Act,” respectively) of approximately Ten Million Dollars
  ($10,000,000) (the “Offering Amount”) of shares of the Company's
  common stock, par value $0.001 per share ("Common Stock"), pursuant to
  a Securities Purchase Agreement, dated as of March 9, 2008, by and among the
  Company and the investors ("Investors") party thereto, such offering
  to be made solely to accredited investors, as that term is defined in the Act;
  and

     WHEREAS, the Company and the
Placement Agent desire to deposit all gross proceeds received from subscriptions
for the shares of Common Stock being sold in the Offering (“Securities”)
with the Escrow Agent (the “Escrowed Funds”), to be held in escrow until
joint written instructions are received by the Escrow Agent from the Company and
the Placement Agent, from time to time, at which time the Escrow Agent will
disburse the Escrowed Funds in accordance with such joint written instructions
(a “Closing”); and

     WHEREAS, Escrow Agent is willing
to hold the Escrowed Funds in escrow subject to the terms and conditions of this
Agreement.

     NOW, THEREFORE, in consideration
of the mutual promises herein contained and intending to be legally bound, the
parties hereby agree as follows:

1. Appointment of Escrow Agent. The Company and the
Placement Agent hereby appoint Escrow Agent as escrow agent in accordance with
the terms and conditions set forth herein and the Escrow Agent hereby accepts
such appointment.

2. Delivery of the Escrowed Funds.

     2.1 The Placement Agent and/or
the Company will direct Investors in the Offering to deliver the Escrowed Funds
to the Escrow Agent, addressed to the following account of the Escrow Agent:




Account Name: Tri-State Title &
Escrow, LLC 
Bank: Access National Bank, Reston, VA 20191 
Account No.:
2681757 
ABA No: 056009039

     2.2 (a) All Investors’ checks
shall be made payable to “TRI-STATE TITLE & ESCROW, LLC" and shall be
delivered to the Escrow Agent at the address set forth on Exhibit A
hereto and shall be accompanied by a written account of subscription in the form
attached hereto as Exhibit B (the “Subscription Information”). The
Escrow Agent shall, upon receipt of Subscription Information, together with the
related purchase price being paid by such Investor (the "Investment
Amount"), deposit the related Investment Amount of such Subscription
Information in the Escrow Account for collection; or (b) all funds to be wired
shall be wired to the account set forth in Section 2.1 above and written
Subscription Information shall be faxed or emailed to the Escrow Agent in
accordance with the information provided on Exhibit A.

     2.3 Any checks which are received
by Escrow Agent that are made payable to a party other than the Escrow Agent
shall be returned directly to the Placement Agent together with any documents
delivered therewith. Simultaneously with each deposit of a check with the Escrow
Agent, the Placement Agent shall provide the Escrow Agent with the Subscription
Information to include the name, address and taxpayer identification number of
each Investor and of the aggregate principal amount of Securities subscribed for
by such Investor. The Escrow Agent is not obligated, and may refuse, to accept
checks that are not accompanied by Subscription Information containing the
requisite information.

     2.4 In the event a wire transfer
is received by the Escrow Agent and the Escrow Agent has not received
Subscription Information, the Escrow Agent shall notify the Placement Agent. If
the Escrow Agent does not receive the Subscription Information by such Investor
prior to close of business on the third business day (days other than a Saturday
or Sunday or other day on which the Escrow Agent is not open for business in the
State of Virginia) after notifying Placement Agent of receipt of said wire, the
Escrow Agent shall return the funds to such Investor.

3. Escrow Agent to Hold and Disburse Escrowed Funds. The
Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant
to the terms of this Agreement, as follows: 

     3.1 Upon receipt of joint written
instructions from the Company and the Placement Agent, in substantially the form
of Exhibit C hereto, the Escrow Agent shall release the Escrowed Funds as
directed in such instructions. 

     3.2 In the event this Agreement,
the Escrowed Funds or the Escrow Agent becomes the subject of litigation, or if
the Escrow Agent shall desire to do so for any 

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other reason, the Company authorizes the Escrow Agent, at its
option, to deposit the Escrowed Funds with the clerk of the court in which the
litigation is pending, or a court of competent jurisdiction if no litigation is
pending, and thereupon the Escrow Agent shall be fully relieved and discharged
of any further responsibility with regard thereto. The Company also authorizes
the Escrow Agent, if it receives conflicting claims to the Escrow Funds, is
threatened with litigation or if the Escrow Agent shall desire to do so for any
other reason, to interplead all interested parties in any court of competent
jurisdiction and to deposit the Escrowed Funds with the clerk of that court and
thereupon the Escrow Agent shall be fully relieved and discharged of any further
responsibility hereunder to the parties from which they were received.

     3.3 In the event that the Escrow
Agent does not receive any instructions by a date that is 90 days from the date
of this Agreement (the “Escrow Termination Date”), all Escrowed Funds
shall be returned to the parties from which they were received, without interest
thereon or deduction therefrom.

4. Exculpation and Indemnification of Escrow Agent.

     4.1 The Escrow Agent shall have
no duties or responsibilities other than those expressly set forth herein. The
Escrow Agent shall have no duty to enforce any obligation of any person to make
any payment or delivery, or to direct or cause any payment or delivery to be
made, or to enforce any obligation of any person to perform any other act. The
Escrow Agent shall be under no liability to the other parties hereto or anyone
else, by reason of any failure, on the part of any other party hereto or any
maker, guarantor, endorser or other signatory of a document or any other person,
to perform such person’s obligations under any such document. Except for
amendments to this Agreement referenced below, and except for written
instructions given to the Escrow Agent by the Escrowing Parties relating to the
Escrowed Funds, the Escrow Agent shall not be obligated to recognize any
agreement between or among any of the Escrowing Parties, notwithstanding that
references hereto may be made herein and whether or not it has knowledge
thereof. 

     4.2 The Escrow Agent shall not be
liable to the Company, the Placement Agent or to anyone else for any action
taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Escrow Agent), statement,
instrument, report, or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained), which is believed by
the Escrow Agent to be genuine and to be signed or presented by the proper
person or persons. The Escrow Agent shall not be bound by any of the terms
thereof, unless evidenced by written notice delivered to the Escrow Agent signed
by the proper party or parties and, if the duties or rights of the Escrow Agent
are affected, unless it shall give its prior written consent thereto.

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     4.3 The Escrow Agent shall not be
responsible for the sufficiency or accuracy of the form, or of the execution,
validity, value or genuineness of, any document or property received, held or
delivered to it hereunder, or of any signature or endorsement thereon, or for
any lack of endorsement thereon, or for any description therein; nor shall the
Escrow Agent be responsible or liable to the Company, the Placement Agent or to
anyone else in any respect on account of the identity, authority or rights, of
the person executing or delivering or purporting to execute or deliver any
document or property or this Agreement. The Escrow Agent shall have no
responsibility with respect to the use or application of the Escrowed Funds
pursuant to the provisions hereof.

     4.4 The Escrow Agent shall have
the right to assume, in the absence of written notice to the contrary from the
proper person or persons, that a fact or an event, by reason of which an action
would or might be taken by the Escrow Agent, does not exist or has not occurred,
without incurring liability to the Company, the Placement Agent or to anyone
else for any action taken or omitted to be taken or omitted, in good faith and
in the exercise of its own best judgment, in reliance upon such assumption.

     4.5 To the extent that the Escrow
Agent becomes liable for the payment of taxes, including withholding taxes, in
respect of income derived from the investment of the Escrowed Funds, or any
payment made hereunder, the Escrow Agent may pay such taxes; and the Escrow
Agent may withhold from any payment of the Escrowed Funds such amount as the
Escrow Agent estimates to be sufficient to provide for the payment of such taxes
not yet paid, and may use the sum withheld for that purpose. The Escrow Agent
shall be indemnified and held harmless against any liability for taxes and for
any penalties in respect of taxes, on such investment income or payments in the
manner provided in Section 4.6

     4.6 The Escrow Agent will be
indemnified and held harmless by the Company from and against all expenses,
including all counsel fees and disbursements, or loss suffered by the Escrow
Agent in connection with any action, suit or proceedings involving any claim, or
in connection with any claim or demand, which in any way, directly or
indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder, except for claims relating to gross negligence by Escrow
Agent or breach of this Agreement by the Escrow Agent, or the monies or other
property held by it hereunder. Promptly after the receipt of the Escrow Agent of
notice of any demand or claim or the commencement of any action, suit or
proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made
against an Escrowing Party, notify each of them thereof in writing, but the
failure by the Escrow Agent to give such notice shall not relieve any such party
from any liability which an Escrowing Party may have to the Escrow Agent
hereunder.

     4.7 For purposes hereof, the term
“expense or loss” shall include all amounts paid or payable to satisfy any
claim, demand or liability, or in settlement of any claim, demand, action, suit
or proceeding settled with the express written consent of the Escrow Agent, and
all costs and expenses, including, but not limited to, counsel fees and 

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disbursements, paid or incurred in investigating or defending
against any such claim, demand, action, suit or proceeding. 

5. Termination of Agreement and Resignation of Escrow
Agent.

     5.1 This Agreement shall
terminate upon disbursement of all of the Escrowed Funds, provided that the
rights of the Escrow Agent and the obligations of the Company and the Placement
Agent under Section 4 shall survive the termination hereof.

     5.2 The Escrow Agent may resign
at any time and be discharged from its duties as Escrow Agent hereunder by
giving the Company and the Placement Agent at least five (5) business days
written notice thereof (the “Notice Period”). As soon as practicable
after its resignation, the Escrow Agent shall, if it receives notice from the
Company and the Placement Agent within the Notice Period, turn over to a
successor escrow agent appointed by the Company and the Placement Agent all
Escrowed Funds (less such amount as the Escrow Agent is entitled to retain
pursuant to Section 7) upon presentation of the document appointing the new
escrow agent and its acceptance thereof. If no new agent is so appointed within
the Notice Period, the Escrow Agent shall return the Escrowed Funds to the
parties from which they were received without interest or deduction. 

6. Form of Payments by Escrow Agent.

     6.1 Any payments of the Escrowed
Funds by the Escrow Agent pursuant to the terms of this Agreement shall be made
by wire transfer unless directed to be made by check by the Escrowing
Parties.

     6.2 All amounts referred to
herein are expressed in United States Dollars and all payments by the Escrow
Agent shall be made in such dollars.

7. Compensation. Escrow Agent shall be entitled to the
following compensation from the Company:

     7.1 Closing Fee: The
Company shall pay a fee to the Escrow Agent of $4,500.00, out of the Closing.


     7.2 Interest: The Company
hereby agrees that Escrow Agent shall retain 100% of the interest earned during
the time the Escrowed Funds are held in escrow hereunder.

8. Notices. All notices, requests, demands, and other
communications provided herein shall be in writing, shall be delivered by hand
or by first-class mail, shall be deemed given when received and shall be
addressed to parties hereto at their respective addresses first set forth on
Exhibit A hereto.

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9. Further Assurances. From time to time on and after
the date hereof, the Company and the Placement Agent shall deliver or cause to
be delivered to the Escrow Agent such further documents and instruments and
shall do and cause to be done such further acts as the Escrow Agent shall
reasonably request (it being understood that the Escrow Agent shall have no
obligation to make any such request) to carry out more effectively the
provisions and purposes of this Agreement, to evidence compliance herewith or to
assure itself that it is protected in acting hereunder.

10. Consent to Service of Process. The Company and the
Placement Agent hereby irrevocably consent to the jurisdiction of the courts of
the State of Virginia and of any Federal court located in such state in
connection with any action, suit or proceedings arising out of or relating to
this Agreement or any action taken or omitted hereunder, and waives personal
service of any summons, complaint or other process and agrees that the service
thereof may be made by certified or registered mail directed to it at the
address listed on Exhibit A hereto.

11. Miscellaneous.

     11.1 This Agreement shall be
construed without regard to any presumption or other rule requiring construction
against the party causing such instrument to be drafted. The terms “hereby,”
“hereof,” “hereunder,” and any similar terms, as used in this Agreement, refer
to the Agreement in its entirety and not only to the particular portion of this
Agreement where the term is used. The word “person” shall mean any natural
person, partnership, corporation, government and any other form of business of
legal entity. All words or terms used in this Agreement, regardless of the
number or gender in which they were used, shall be deemed to include any other
number and any other gender as the context may require. This Agreement shall not
be admissible in evidence to construe the provisions of any prior agreement.

     11.2 This Agreement and the
rights and obligations hereunder of the Company and Placement Agent may not be
assigned. This Agreement and the rights and obligations hereunder of the Escrow
Agent may only be assigned by the Escrow Agent with the prior written consent of
the Company and the Placement Agent. This Agreement shall be binding upon and
inure to the benefit of each party’s respective successors, heirs and permitted
assigns. No other person shall acquire or have any rights under or by virtue of
this Agreement. This Agreement may not be changed orally or modified, amended or
supplemented without an express written agreement executed by the Escrow Agent
and all Escrowing Parties. This Agreement is intended to be for the sole benefit
of the parties hereto and their respective successors, heirs and permitted
assigns, and none of the provisions of this Agreement are intended to be, nor
shall they be construed to be, for the benefit of any third person.

     11.3 This Agreement shall be
governed by, and construed in accordance with, the internal laws of the State of
Virginia. The representations and warranties contained in this Agreement shall
survive the execution and delivery hereof and any investigations 

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made by any party. The headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect any of the
terms thereof. 

12. Execution of Counterparts. This Agreement may be
executed in a number of counterparts, by facsimile, each of which shall be
deemed to be an original as of those whose signature appears thereon, and all of
which shall together constitute one and the same instrument. This Agreement
shall become binding when one or more of the counterparts hereof, individually
or taken together, are signed by all the parties.

     IN WITNESS WHEREOF, the parties
have executed and delivered this Escrow Agreement on the day and year first
above written.

ESCROW AGENT:

	TRI-STATE TITLE
      & ESCROW, LLC 	 
	 	  	 
	By: 	/s/ Guy W. Turner 	 
	 	Guy W. Turner, President 	 


COMPANY:

LIGHTSCAPE TECHNOLOGIES INC.

	By: 	/s/ Bondy Tan 	 
	 	Name: Bondy Tan 	 
	 	Title: President and CEO 	 


PLACEMENT AGENT:

ROTH CAPITAL PARTNERS, LLC

	By: 	/s/ Aaron Gurewitz 	 
	 	Name: Aaron Gurewitz 	 
	 	Title: Managing Director, Equity
      Capital Markets 	 


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EXHIBIT A

PARTIES TO AGREEMENT

Company Name: Lightscape Technologies Inc. 

  Address: 3/F, 80 Gloucester Road, Wanchai, Hong Kong 

  Telephone: 011-852-2546-1808 

  Fax: 011-852-2546-6878 

  Attention: Chief Executive Officer 

  Email: bondy@lightscapetech.com.hk

	/s/ Bondy Tan 
	(Signature) 
	  
	Tri-State Title & Escrow, LLC 
	360 Main Street 
	P.O. Box 391 
	Washington, VA 22747 
	Telephone: (800) 984-2155; (540) 675-2155 
	Fax: (540) 675-3155 
	Attention: Johnnie L. Zarecor 
	Email escrow@tristatetitle.net 
	  
	  
	/s/ Guy W. Turner 
	Guy W. Turner, President 
	  
	  
	Roth Capital Partners, LLC 
	24 Corporate Plaza 
	Newport Beach, CA 92660 
	Telephone: (949) 750-5703 
	Fax: (949) 720-7223 
	Attention: Aaron Gurewitz 
	Email: agurewitz@rothcp.com 
	  
	/s/ Aaron Gurewitz 
	(Signature) 


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EXHIBIT B

SUBCRIPTION INFORMATION

	Name of Investor 	 
	  	 
	 Address of Investor 	 
	 	 
	 	 
		 
	$ Amount of Securities 	 
	Subscribed 	 
	 	 
	Investment Amount 	 
	Submitted Herewith 	 
	 	 
	Taxpayer ID Number/ 	 
	Social Security Number 	 


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EXHIBIT C

DISBURSEMENT REQUEST

     Pursuant to that certain Escrow
Agreement by and among Lightscape Technologies Inc., Roth Capital Partners, LLC
and TRISTATE TITLE & ESCROW, LLC, the Company and Placement Agent hereby
request disbursement of funds in the amount and manner described below from
Cardinal Bank account number 0560024931, styled Tri-State Title & Escrow,
LLC Escrow Account.

	 	Please disburse to: 	 
	 	  	 
	 	Amount to disburse: 	 
	 	  	 
	 	Form of distribution: 	 
	 	  	 
	 	Payee: 	 
	 	           
                         
             Name: 	 
	 	           
                         
             Address: 	 
	 	           
                         
             City/State: 	 
	 	           
                         
             Zip: 	 
	 	  	 
	 	  	 
	 	  	 
	 	Please disburse to: 	 
	 	  	 
	 	Amount to disburse: 	 
	 	  	 
	 	Form of distribution: 	 
	 	  	 
	 	Payee: 	 
	 	           
                         
             Name: 	 
	 	           
                         
             Address: 	 
	 	           
                         
             City/State: 	 
	 	           
                         
             Zip: 	 



	Subscriptions
      Accepted From 	 	  
	 	  	 	  
	 	  	 	  
	 	Investor 	 	Amount 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	       
                         
                         
                         
                   Total: 	 	 
    


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	 	Statement of event or condition which calls for
      this request for disbursement: 
	 	 
	 	 
	 	 
	 	 



	 	Lightscape Technologies Inc. 
	 	  	  
	 	  	  
	 	By:	 
	 	Name: 	Bondy Tan 
	 	Title: 	President and CEO 
	 	Date: 	  
	 	  	  
	 	  	  
	 	Roth Capital Partners, LLC 
	 	  	  
	 	  	  
	 	By:	 
	 	Name: 	  
	 	Title: 	  
	 	Date: 	  


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