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






SECURITIES PURCHASE AGREEMENT

     This Securities Purchase Agreement
(this “Agreement”) is dated as of March __, 2008, among Lightscape
Technologies Inc., a Nevada corporation (collectively with its predecessors, the
“Company”), and the investors listed on the Schedule of Buyers attached
hereto as Annex A and identified on the signature pages hereto (each, an
“Investor” and collectively, the “Investors”).

     WHEREAS, subject to the terms and
conditions set forth in this Agreement and pursuant to Section 4(2) of the
Securities Act (as defined below) and Rule 506 promulgated thereunder, the
Company desires to issue and sell to each Investor, and each Investor, severally
and not jointly, desires to purchase from the Company certain securities of the
Company, as more fully described in this Agreement.

     NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Company and the Investors agree as follows:

ARTICLE 1. 
DEFINITIONS

     1.1. Definitions. In
addition to the terms defined elsewhere in this Agreement, for all purposes of
this Agreement, the following terms shall have the meanings indicated in this
Section 1.1:

          “Action”
means any action, suit, inquiry, notice of violation, proceeding (including any
partial proceeding such as a deposition) or investigation pending or threatened
in writing against or affecting the Company, any Subsidiary or any of their
respective properties before or by any court, arbitrator, governmental or
administrative agency, regulatory authority (federal, state, county, local or
foreign), stock market, stock exchange or trading facility.

          “Affiliate”
means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a
Person, as such terms are used in and construed under Rule 144.

          “Business
Day” means any day except Saturday, Sunday and any day which is a federal
legal holiday or a day on which banking institutions in the State of New York or
Hong Kong are authorized or required by law or other governmental action to
close.

          “Buy-In”
has the meaning set forth in Section 4.1(c) .

          “Closing”
means the closing of the purchase and sale of the Shares pursuant to Article
II.

          “Closing
Date” means the Business Day on which all of the conditions set forth in
Sections 5.1 and 5.2 hereof are satisfied, or such other date as the parties may
agree.

          “Commission”
means the Securities and Exchange Commission.




          “Common
Stock” means the common stock of the Company, par value $0.001 per share,
and any securities into which such common stock may hereafter be
reclassified.

          “Common
Stock Equivalents” means any securities of the Company or any Subsidiary
which entitle the holder thereof to acquire Common Stock at any time, including
without limitation, any debt, preferred stock, rights, options, warrants or
other instrument that is at any time convertible into or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Stock or other
securities that entitle the holder to receive, directly or indirectly, Common
Stock.

          “Company
Counsel” means Clark Wilson LLP.

          “Company
Deliverables” has the meaning set forth in Section 2.2(a) .

          “Disclosure
Materials” has the meaning set forth in Section 3.1(h) .

          “Effective
Date” means the date that the Registration Statement required by Section
2(a) of the Registration Rights Agreement is first declared effective by the
Commission.

          "Escrow
Agreement" means the Escrow Agreement, dated as of the date hereof, between
the Company and the escrow agent (the “Escrow Agent”) set forth therein,
in the form of Exhibit A hereto.

          “Evaluation
  Date” has the meaning set forth in Section 3.1(s) . 

          “Exchange
  Act” means the Securities Exchange Act of 1934, as amended. 

          “GAAP”
  means U.S. generally accepted accounting principles. 

          “Intellectual
  Property Rights” has the meaning set forth in Section 3.1(p) .

          “Intellectual
Property Rights Licensing Agreements” has the meaning set forth in Section
3.1(p) .

          “Investment
Amount” means, with respect to each Investor, the Investment Amount
indicated on such Investor’s signature page to this Agreement.

          “Investor
Deliverables” has the meaning set forth in Section 2.2(b) .

          “Investor
Party” has the meaning set forth in Section 4.7.

          “Lien”
means any lien, charge, encumbrance, security interest, right of first refusal
or other restrictions of any kind.

          “Losses”
has the meaning set forth in Section 4.7.

          “Material
Adverse Effect” means any of (i) a material and adverse effect on the
legality, validity or enforceability of any Transaction Document, (ii) a
material and adverse effect on the results of operations, assets, prospects,
business or condition (financial or 

2




otherwise) of the Company and the Subsidiaries, taken as a
whole, or (iii) an adverse impairment to the Company’s ability to perform on a
timely basis its obligations under any Transaction Document.

          “Money
Laundering Laws” has the meaning set forth in Section 3.1(ee) .

          “New
York Courts” means the state and federal courts sitting in the City of New
York, Borough of Manhattan.

          “OFAC”
has the meaning set forth in Section 3.1(dd) .

          “Outside
Date” means the thirtieth (30th) calendar day following the date
of this Agreement; provided, that if such day should fall on a day that
is not a Business Day, the Outside Date shall be deemed the next day that is a
Business Day.

          "Per
Share Purchase Price" equals $[ ].

          “Person”
means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity
of any kind.

          “PRC”
means the People’s Republic of China, not including Taiwan, Hong Kong and
Macau.

          “Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.

          “Registration
Rights Agreement” means the Registration Rights Agreement, dated as of the
date of this Agreement, among the Company and the Investors, in the form of
Exhibit B hereto.

          “Registration
Statement” means a registration statement meeting the requirements set forth
in the Registration Rights Agreement and covering the resale by the Investors of
the Shares.

          “Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule.

          “SEC
  Reports” has the meaning set forth in Section 3.1(h) . 

          “Securities
  Act” means the Securities Act of 1933, as amended. 

          “Share
  Delivery Date” has the meaning set forth in Section 4.1(c) .

          “Shares”
means the shares of Common Stock issued or issuable to the Investors pursuant to
this Agreement.

3




          “Short
Sales” include, without limitation, all “short sales” as defined in Rule 200
promulgated under Regulation SHO under the Exchange Act and all types of direct
and indirect stock pledges, forward sale contracts, options, puts, calls, swaps
and similar arrangements (including on a total return basis), and sales and
other transactions through non-US broker dealers or foreign regulated
brokers.

          “Subsidiary”
means any “significant subsidiary” as defined in Rule 1-02(w) of the Regulation
S-X promulgated by the Commission under the Exchange Act.

          “Trading
Day” means (i) a day on which the Common Stock is traded on a Trading Market
(other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed
on a Trading Market (other than the OTC Bulletin Board), a day on which the
Common Stock is traded in the over-the-counter market, as reported by the OTC
Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading
Market, a day on which the Common Stock is quoted in the over-the-counter market
as reported by the Pink Sheets LLC (or any similar organization or agency
succeeding to its functions of reporting prices); provided, that in the event
that the Common Stock is not listed or quoted as set forth in (i), (ii) and
(iii) hereof, then Trading Day shall mean a Business Day.

          “Trading
Market” means whichever of the New York Stock Exchange, the American Stock
Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ
Capital Market or OTC Bulletin Board on which the Common Stock is listed or
quoted for trading on the date in question.

          “Transaction
Documents” means this Agreement, the Registration Rights Agreement, the
Escrow Agreement and any other documents or agreements executed in connection
with the transactions contemplated hereunder.

ARTICLE 2. 
PURCHASE AND SALE

     2.1. Closing. Subject to
the terms and conditions set forth in this Agreement, at the Closing the Company
shall issue and sell to each Investor, and each Investor shall, severally and
not jointly, purchase from the Company, the Shares representing such Investor’s
Investment Amount. The Closing shall take place at the offices of Winston &
Strawn LLP, counsel to Roth Capital Partners, LLC, 200 Park Avenue, New York, NY
10166 on the Closing Date or at such other location or time as the parties may
agree.

     2.2. Closing Deliveries.
(a) At the Closing, the Company shall deliver or cause to be delivered to each
Investor the following (the “Company Deliverables”):

               (i)
a certificate evidencing a number of Shares equal to such Investor’s Investment
Amount divided by the Per Share Purchase Price, registered in the name of such
Investor;

               (ii)
the legal opinion of Company Counsel, in agreed form, addressed to the
Investors;

4




               (iii)
the Escrow Agreement, duly executed by each party thereto; and

               (iv)
the Registration Rights Agreement, duly executed by the Company.

          (b)
At the Closing, each Investor shall deliver or cause to be delivered to the
Company the Registration Rights Agreement, duly executed by such Investor (the
“Investor Deliverables”).

          (c)
Within one Business Day following the date of this Agreement, each Investor
shall cause to be delivered to the Escrow Agent, its Investment Amount, in
United States dollars and in immediately available funds, by wire transfer to an
account designated in writing by the Company for such purpose in accordance with
the terms of the Escrow Agreement.

ARTICLE 3. 
REPRESENTATIONS AND WARRANTIES

     3.1. Representations and
Warranties of the Company. The Company hereby makes the following
representations and warranties to each Investor:

          (a)
Subsidiaries. The Company has no direct or indirect Subsidiaries other
than as specified in the SEC Reports. Except as disclosed in the SEC Reports,
the Company owns, directly or indirectly, all of the capital stock of each
Subsidiary free and clear of any and all Liens, and all the issued and
outstanding shares of capital stock of each Subsidiary are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights.

          (b)
Organization and Qualification. The Company and each Subsidiary are duly
incorporated or otherwise organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or organization (as
applicable), with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently conducted.
Neither the Company nor any Subsidiary is in violation of any of the provisions
of its respective certificate or articles of incorporation, bylaws or other
organizational or charter documents. The Company and each Subsidiary are duly
qualified to conduct its respective businesses and are in good standing as a
foreign corporation or other entity in each jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not, individually or in the aggregate, have or reasonably
be expected to result in a Material Adverse Effect.

          (c)
Authorization; Enforcement. The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by
each of the Transaction Documents and otherwise to carry out its obligations
thereunder. The execution and delivery of each of the Transaction Documents by
the Company and the consummation by it of the transactions contemplated thereby
have been duly authorized by all necessary action on the part of the Company and
no further action is required by the Company in connection therewith. Each
Transaction Document has been (or upon delivery will have been) duly executed by
the Company and, when delivered in accordance with the terms hereof, will 

5




constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.

          (d)
No Conflicts. The execution, delivery and performance of the Transaction
Documents by the Company and the consummation by the Company of the transactions
contemplated thereby do not and will not (i) conflict with or violate any
provision of the Company’s or any Subsidiary’s certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any
property or asset of the Company or any Subsidiary is bound or affected, or
(iii) result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority
to which the Company or a Subsidiary is subject (including federal and state
securities laws and regulations), or by which any property or asset of the
Company or a Subsidiary is bound or affected; except in the case of each of
clauses (ii) and (iii), such as could not, individually or in the aggregate,
have or reasonably be expected to result in a Material Adverse Effect.

          (e)
Filings, Consents and Approvals. The Company is not required to obtain
any consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any United States or PRC court or other federal,
state, local or other governmental authority or other Person in connection with
the execution, delivery and performance by the Company of the Transaction
Documents, other than (i) the filing with the Commission of one or more
Registration Statements in accordance with the requirements of the Registration
Rights Agreement, (ii) filings required by state securities laws, (iii) the
filing of a Notice of Sale of Securities on Form D with the Commission under
Regulation D of the Securities Act, (iv) the filings required in accordance with
Section 4.5 and (v) those that have been made or obtained prior to the date of
this Agreement.

          (f)
Issuance of the Shares. The Shares have been duly authorized and, when
issued and paid for in accordance with the Transaction Documents, will be duly
and validly issued, fully paid and nonassessable, free and clear of all Liens.
The Company has reserved from its duly authorized capital stock the shares of
Common Stock issuable pursuant to this Agreement in order to issue the
Shares.

          (g)
Capitalization. The number of shares and type of all authorized, issued
and outstanding capital stock of the Company, and all shares of Common Stock
reserved for issuance under the Company’s various option and incentive plans, is
specified in the SEC Reports. Except as specified in the SEC Reports, no
securities of the Company are entitled to preemptive or similar rights, and no
Person has any right of first refusal, preemptive right, right of participation,
or any similar right to participate in the transactions contemplated by the
Transaction Documents. Except as specified in the SEC Reports, there are no
outstanding 

6




options, warrants, scrip rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exchangeable for, or giving any Person any right
to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock, or
securities or rights convertible or exchangeable into shares of Common Stock.
The issue and sale of the Shares will not, immediately or with the passage of
time, obligate the Company to issue shares of Common Stock or other securities
to any Person (other than the Investors) and will not result in a right of any
holder of Company securities to adjust the exercise, conversion, exchange or
reset price under such securities.

          (h)
SEC Reports; Financial Statements. The Company has filed all reports
required to be filed by it under the Securities Act and the Exchange Act,
including pursuant to Section 13(a) or 15(d) thereof, for the twelve months
preceding the date hereof (or such shorter period as the Company was required by
law to file such reports) (the foregoing materials being collectively referred
to herein as the “SEC Reports” and, together with the Schedules to this
Agreement (if any), the “Disclosure Materials”) on, except as listed on
Schedule 3.1(h), a timely basis or has timely filed a valid extension of
such time of filing and has filed any such SEC Reports prior to the expiration
of any such extension. As of their respective dates, the SEC Reports complied in
all material respects with the requirements of the Securities Act and the
Exchange Act and the rules and regulations of the Commission promulgated
thereunder, and none of the SEC Reports, when filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Reports comply in all material
respects with applicable accounting requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with GAAP applied on a
consistent basis during the periods involved, except as may be otherwise
specified in such financial statements or the notes thereto, and fairly present
in all material respects the financial position of the Company and its
consolidated Subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments.

          (i)
Press Releases. The press releases disseminated by the Company during the
twelve months preceding the date of this Agreement taken as a whole do not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made and when made,
not misleading.

          (j)
Material Changes. Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in
the SEC Reports, (i) there has been no event, occurrence or development that has
had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise)
other than (A) trade payables, accrued expenses and other liabilities incurred
in the ordinary course of business consistent with past practice and (B)
liabilities not required to be reflected in the Company’s financial statements
pursuant to GAAP or required to 

7




be disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting or the identity of its
auditors, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any
agreements to purchase or redeem any shares of its capital stock, and (v) the
Company has not issued any equity securities to any officer, director or
Affiliate, except pursuant to existing Company stock option plans. The Company
does not have pending before the Commission any request for confidential
treatment of information.

          (k)
Litigation. There is no Action which (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or
the Shares or (ii) except as specifically disclosed in the SEC Reports, could,
if there were an unfavorable decision, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect. Neither the
Company nor any Subsidiary, nor any director or officer thereof (in his or her
capacity as such), is or has been the subject of any Action involving a claim of
violation of or liability under federal or state securities laws or a claim of
breach of fiduciary duty, except as specifically disclosed in the SEC Reports.
There has not been, and to the knowledge of the Company, there is not pending
any investigation by the Commission involving the Company or any current or
former director or officer of the Company (in his or her capacity as such). The
Commission has not issued any stop order or other order suspending the
effectiveness of any registration statement filed by the Company or any
Subsidiary under the Exchange Act or the Securities Act.

          (l)
Labor Relations. No material labor dispute exists or, to the knowledge of
the Company, is imminent with respect to any of the employees of the
Company.

          (m)
Compliance. Neither the Company nor any Subsidiary (i) is in default
under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the
Company or any Subsidiary under), nor has the Company or any Subsidiary received
notice of a claim that it is in default under or that it is in violation of, any
indenture, loan or credit agreement or any other agreement or instrument to
which it is a party or by which it or any of its properties is bound (whether or
not such default or violation has been waived), (ii) is in violation of any
order of any court, arbitrator or governmental body, or (iii) is or has been in
violation of any statute, rule or regulation of any governmental authority,
including without limitation all foreign, federal, state and local laws relating
to taxes, environmental protection, occupational health and safety, product
quality and safety and employment and labor matters, except in each case as
could not, individually or in the aggregate, have or reasonably be expected to
result in a Material Adverse Effect. The Company is in compliance with all
effective requirements of the Sarbanes-Oxley Act of 2002, as amended, and the
rules and regulations thereunder, that are applicable to it, except where such
noncompliance could not have or reasonably be expected to result in a Material
Adverse Effect.

          (n)
Regulatory Permits. The Company and the Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their
respective businesses as described in the SEC Reports, except where the failure
to possess such permits could not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect, and neither the


8




Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any such permits.

          (o)
Title to Assets. The Company and the Subsidiaries have valid land use
rights for all real property that is material to their respective businesses and
good and marketable title in all personal property owned by them that is
material to their respective businesses, in each case free and clear of all
Liens, except for Liens as do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of
such property by the Company and the Subsidiaries. Any real property and
facilities held under lease by the Company and the Subsidiaries are held by them
under valid, subsisting and enforceable leases of which the Company and the
Subsidiaries are in compliance, except as could not, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse
Effect.

          (p)
Patents and Trademarks. Schedule 3.1(p) sets forth all of the
patents, patent applications, trademarks, trademark applications, service marks,
trade names, copyrights, licenses and other similar rights that the Company and
its Subsidiaries own or have the rights to use (collectively, the
“Intellectual Property Rights”). The Intellectual Property Rights
constitute all of the patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, licenses and other similar
rights that are necessary for use by the Company and its Subsidiaries in
connection with their respective businesses as described in the SEC Reports.
Neither the Company nor any of its Subsidiaries has received a written or oral
notice that the Intellectual Property Rights used by any of them violates or
infringes upon the rights of any Person. Except as set forth in Schedule
3.1(p), all such Intellectual Property Rights are enforceable and there is
no existing infringement by another Person of any of the Intellectual Property
Rights. To the knowledge of the Company and its Subsidiaries, no former or
current employee, no former or current consultant, and no third-party joint
developer of the Company or its Subsidiaries has any Intellectual Property
Rights made, developed, conceived, created or written by the aforesaid employee,
consultant or third-party joint developer during the period of his or her
retention by, or joint venture with, such Company or Subsidiary which can be
asserted against any of the Company or any such Subsidiary. The Intellectual
Property Rights and the owner thereof or agreement through which they are
licensed to any of the Company or its Subsidiaries are set forth on Schedule
3.1(p). Except as contemplated by the immediately succeeding sentence (and
specified in Schedule 3.1(p)), all agreements through which Intellectual
Property Rights are licensed to the Company or its Subsidiaries are fully
disclosed in the SEC Reports. By the Closing, the Company shall have entered
into agreements by which it is granted irrevocable, exclusive, royalty-free
licenses on all Intellectual Property Rights that are registered to or owned by
any Person other than the Company or its predecessor. Such agreements together
with the agreements referenced in Schedule 3.1(p) are collectively the
“Intellectual Property Rights Licensing Agreements.” The Company and its
Subsidiaries will take such action as may be required, including making and
maintaining the filings set forth in Schedule 3.1(p) and shall cause any
such transfers of Intellectual Property Rights to the Company to be granted as
is required in order for the Company to become the registered owner (in its
current name) of all such Intellectual Property Rights (including, without
limitation, the entering into of any Intellectual Property Rights Licensing
Agreements as may be necessary and the filing and maintaining of any information
with the relevant PRC authority which relate to the 

9




change of name for those Intellectual Property Rights currently
in the name of an entity other than the Company).

          (q)
Insurance. The Company and the Subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which the Company and
the Subsidiaries are engaged. The Company has no reason to believe that it will
not be able to renew its and the Subsidiaries’ existing insurance coverage as
and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business on terms consistent with
market for the Company’s and such Subsidiaries’ respective lines of
business.

          (r)
Transactions With Affiliates and Employees. Except as set forth in the
SEC Reports, none of the officers or directors of the Company and, to the
knowledge of the Company, none of the employees of the Company is presently a
party to any transaction with the Company or any Subsidiary (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner.

          (s)
Internal Accounting Controls. The Company and the Subsidiaries maintain a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management’s general or specific authorization, and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences. The Company has established disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and
designed such disclosure controls and procedures to ensure that material
information relating to the Company, including its Subsidiaries, is made known
to the certifying officers by others within those entities, particularly during
the period in which the Company’s Form 10-KSB or 10-QSB, as the case may be, is
being prepared. The Company’s certifying officers have evaluated the
effectiveness of the Company’s controls and procedures in accordance with Item
307 of Regulation S-B under the Exchange Act for the Company’s most recently
ended fiscal quarter or fiscal year-end (such date, the “Evaluation
Date”). The Company presented in its most recently filed Form 10-KSB or Form
10-QSB the conclusions of the certifying officers about the effectiveness of the
disclosure controls and procedures based on their evaluations as of the
Evaluation Date. Since the Evaluation Date, there have been no significant
changes in the Company’s internal controls (as such term is defined in Item
308(c) of Regulation S-B under the Exchange Act) or, to the Company’s knowledge,
in other factors that could significantly affect the Company’s internal
controls.

          (t)
Solvency. Based on the financial condition of the Company as of the
Closing Date (and assuming that the Closing shall have occurred), (i) the
Company’s fair saleable value of its assets exceeds the amount that will be
required to be paid on or in respect of 

10




the Company’s existing debts and other liabilities (including
known contingent liabilities) as they mature, (ii) the Company’s assets do not
constitute unreasonably small capital to carry on its business for the current
fiscal year as now conducted and as proposed to be conducted including its
capital needs taking into account the particular capital requirements of the
business conducted by the Company, and projected capital requirements and
capital availability thereof, and (iii) the current cash flow of the Company,
together with the proceeds the Company would receive, were it to liquidate all
of its assets, after taking into account all anticipated uses of the cash, would
be sufficient to pay all amounts on or in respect of its debt when such amounts
are required to be paid. The Company does not intend to incur debts beyond its
ability to pay such debts as they mature (taking into account the timing and
amounts of cash to be payable on or in respect of its debt).

          (u)
Certain Fees. Except as described in Schedule 3.1(u), no brokerage
or finder’s fees or commissions are or will be payable by the Company to any
broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by
this Agreement. The Investors shall have no obligation with respect to any fees
or with respect to any claims (other than such fees or commissions owed by an
Investor pursuant to written agreements executed by such Investor which fees or
commissions shall be the sole responsibility of such Investor) made by or on
behalf of other Persons for fees of a type contemplated in this Section that may
be due in connection with the transactions contemplated by this Agreement.

          (v)
Certain Registration Matters. Assuming the accuracy of the Investors’
representations and warranties set forth in Section 3.2(b) -(e), no registration
under the Securities Act is required for the offer and sale of the Shares by the
Company to the Investors under the Transaction Documents. The Company is
eligible to register its Common Stock for resale by the Investors under Form S-1
promulgated under the Securities Act. The Company has not granted or agreed to
grant to any Person any rights (including “piggy-back” registration rights) to
have any securities of the Company registered with the Commission or any other
governmental authority that have not been satisfied.

          (w)
Listing and Maintenance Requirements. Except as specified in the SEC
Reports, the Company has not, in the one year preceding the date hereof,
received notice from any Trading Market to the effect that the Company is not in
compliance with the listing or maintenance requirements thereof, except that the
Company received notice from the National Association of Securities Dealers
indicating that the Company had been late in its reporting obligations in
respect of the Company’s Form 10-KSB for the year ended March 31, 2007, as
referenced on Schedule 3.1(h). The Company is, and has no reason to
believe that it will not in the foreseeable future continue to be, in compliance
with the listing and maintenance requirements for continued listing of the
Common Stock on the Trading Market on which the Common Stock is currently listed
or quoted. The issuance and sale of the Shares under the Transaction Documents
does not contravene the rules and regulations of the Trading Market on which the
Common Stock is currently listed or quoted, and no approval of the shareholders
of the Company thereunder is required for the Company to issue and deliver to
the Investors the Shares contemplated by Transaction Documents.

11




          (x)
Investment Company. The Company is not, and is not an Affiliate of, and
immediately following the Closing will not have become, an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.

          (y)
Application of Takeover Protections. The Company has taken all necessary
action, if any, in order to render inapplicable any control share acquisition,
business combination, poison pill (including any distribution under a rights
agreement) or other similar anti-takeover provision under the Company’s Articles
of Incorporation (or similar charter documents) or the laws of its state of
incorporation that is or could become applicable to the Investors as a result of
the Investors and the Company fulfilling their obligations or exercising their
rights under the Transaction Documents, including without limitation the
Company’s issuance of the Shares and the Investors’ ownership of the Shares.

          (z)
No Additional Agreements. The Company does not have any agreement or
understanding with any Investor with respect to the transactions contemplated by
the Transaction Documents other than as specified in the Transaction
Documents.

          (aa)
Consultation with Auditors. The Company has consulted its independent
auditors concerning the accounting treatment of the transactions contemplated by
the Transaction Documents, and in connection therewith has furnished such
auditors complete copies of the Transaction Documents.

          (bb)
Foreign Corrupt Practices Act. Neither the Company nor any Subsidiary,
nor to the knowledge of the Company, any agent or other person acting on behalf
of any of the Company or any Subsidiary, has, directly or indirectly, (i) used
any funds, or will use any proceeds from the sale of the Shares, for unlawful
contributions, gifts, entertainment or other unlawful expenses related to
foreign or domestic political activity, (ii) made any unlawful payment to
foreign or domestic government officials or employees or to any foreign or
domestic political parties or campaigns from corporate funds, (iii) failed to
disclose fully any contribution made by the Company or any Subsidiary (or made
by any Person acting on their behalf of which the Company is aware) which is in
violation of law, or (iv) has violated in any material respect any provision of
the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder.

          (cc)
PFIC. Neither the Company nor any Subsidiary is or intends to become a
“passive foreign investment company” within the meaning of Section 1297 of the
U.S. Internal Revenue Code of 1986, as amended.

          (dd)
OFAC. Neither the Company nor any Subsidiary nor, to the knowledge of the
Company, any director, officer, agent, employee, Affiliate or Person acting on
behalf of the Company or any Subsidiary is currently subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S.
Treasury Department (“OFAC”); and the Company will not directly or
indirectly use the proceeds of the sale of the Shares, or lend, contribute or
otherwise make available such proceeds to any Subsidiary, joint venture partner
or other Person or entity, towards any sales or operations in Cuba, Iran, Syria,
Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of
financing the activities of any Person currently subject to any U.S. sanctions
administered by OFAC.

12




          (ee)
Money Laundering Laws. The operations of each of the Company and any
Subsidiary are and have been conducted at all times in compliance with the money
laundering statutes of applicable jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any applicable governmental agency (collectively,
the “Money Laundering Laws”) and no action, suit or proceeding by or
before any court or governmental agency, authority or body or any arbitrator
involving the Company and/or any Subsidiary with respect to the Money Laundering
Laws is pending or, to the best knowledge of the Company, threatened.

          (ff)
Additional PRC Representations and Warranties. 

               (i)
All material consents, approvals, authorizations or licenses requisite under PRC
law for the due and proper establishment and operation of the Company and the
Subsidiaries have been duly obtained from the relevant PRC governmental
authorities and are in full force and effect.

               (ii)
All filings and registrations with the PRC governmental authorities required in
respect of the Company and the Subsidiaries and their operations including,
without limitation, the registration with the Ministry of Commerce, the State
Administration of Industry and Commerce, the State Administration for Foreign
Exchange, tax bureau and customs authorities have been duly completed in
accordance with the relevant PRC rules and regulations, except where, the
failure to complete such filings and registrations does not, and would not,
individually or in the aggregate, have a Material Adverse Effect.

               (iii)
The Company and the Subsidiaries have complied with all relevant PRC laws and
regulations regarding the contribution and payment of its registered share
capital, the payment schedule of which has been approved by the relevant PRC
governmental authorities. There are no outstanding rights of, or commitments
made by the Company or any Subsidiary to sell any of their respective equity
interests.

               (iv)
Neither the Company nor any Subsidiary is in receipt of any letter or notice
from any relevant PRC governmental authority notifying it of the revocation, or
otherwise questioning the validity, of any licenses or qualifications issued to
it or any subsidy granted to it by any PRC governmental authority for
non-compliance with the terms thereof or with applicable PRC laws, or the need
for compliance or remedial actions in respect of the activities carried out by
the Company or such Subsidiary, except such revocation as does not, and would
not, individually or in the aggregate, have a Material Adverse Effect.

               (v)
The Company and the Subsidiaries have conducted their respective business
activities within their permitted scope of business or have otherwise operated
their respective businesses in compliance with all relevant legal requirements
and with all requisite licenses and approvals granted by competent PRC
governmental authorities other than such non-compliance that do not, and would
not, individually or in the aggregate, have a Material Adverse Effect. As to
licenses, approvals and government grants and concessions requisite or material
for the conduct of any part of the Company or any Subsidiaries’ business which
is subject to periodic renewal, neither the Company nor such Subsidiary has any
knowledge of any grounds 

13




on which such requisite renewals will not be granted by the
relevant PRC governmental authorities.

               (vi)
With regard to employment and staff or labor, the Company and the Subsidiaries
have complied with all applicable PRC laws and regulations in all material
respects, including without limitation, laws and regulations pertaining to
welfare funds, social benefits, medical benefits, insurance, retirement
benefits, pensions or the like, other than such non-compliance that do not, and
would not, individually or in the aggregate, have a Material Adverse Effect.

          (gg)
Accountants. There are no disagreements of any kind presently existing,
or reasonably anticipated by the Company to arise, between the accountants
formerly or presently employed by the Company, that would, individually or in
the aggregate, have or reasonably be expected to result in, a Material Adverse
Effect.

          (hh)
Disclosure. The Company confirms that neither it nor any Person acting on
its behalf has provided any Investor or its respective agents or counsel with
any information that the Company believes constitutes material, non-public
information concerning the Company, the Subsidiaries or their respective
businesses, except insofar as the existence and terms of the proposed
transactions contemplated hereunder may constitute such information. The Company
understands and confirms that the Investors will rely on the foregoing
representations and covenants in effecting transactions in securities of the
Company. All disclosure provided to the Investors regarding the Company, the
Subsidiaries or their respective businesses and the transactions contemplated
hereby, furnished by or on behalf of the Company (including the Company’s
representations and warranties set forth in this Agreement and any business plan
or investor presentation provided by the Company or any Person acting on the
Company's behalf) are true and correct and do not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements made therein, in light of the circumstances under which they were
made, not misleading.

     3.2. Representations and
Warranties of the Investors. Each Investor hereby, for itself and for no
other Investor, represents and warrants to the Company as follows:

          (a)
Organization; Authority. Such Investor is an entity duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization with the requisite corporate or partnership power and authority to
enter into and to consummate the transactions contemplated by the applicable
Transaction Documents and otherwise to carry out its obligations thereunder. The
execution, delivery and performance by such Investor of the transactions
contemplated by this Agreement has been duly authorized by all necessary
corporate or, if such Investor is not a corporation, such partnership, limited
liability company or other applicable like action, on the part of such Investor.
Each of this Agreement and the Registration Rights Agreement has been duly
executed by such Investor, and when delivered by such Investor in accordance
with the terms hereof, will constitute the valid and legally binding obligation
of such Investor, enforceable against it in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application.

14




          (b)
Investment Intent. Such Investor is acquiring the Shares as principal for
its own account for investment purposes only and not with a view to or for
distributing or reselling such Shares or any part thereof, without prejudice,
however, to such Investor’s right at all times to sell or otherwise dispose of
all or any part of such Shares in compliance with applicable federal and state
securities laws. Subject to the immediately preceding sentence, nothing
contained herein shall be deemed a representation or warranty by such Investor
to hold the Shares for any period of time. Such Investor is acquiring the Shares
hereunder in the ordinary course of its business. Such Investor does not have
any agreement or understanding, directly or indirectly, with any Person to
distribute any of the Shares.

          (c)
Investor Status. At the time such Investor was offered the Shares, it
was, and at the date hereof it is, an “accredited investor” as defined in Rule
501(a) under the Securities Act. Such Investor is not a registered broker-dealer
under Section 15 of the Exchange Act.

          (d)
General Solicitation. Such Investor is not purchasing the Shares as a
result of any advertisement, article, notice or other communication regarding
the Shares published in any newspaper, magazine or similar media or broadcast
over television or radio or presented at any seminar or any other general
solicitation or general advertisement.

          (e)
Access to Information. Such Investor acknowledges that it has reviewed
the Disclosure Materials and has been afforded (i) the opportunity to ask such
questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the
offering of the Shares and the merits and risks of investing in the Shares; (ii)
access to information about the Company and the Subsidiaries and their
respective financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and
(iii) the opportunity to obtain such additional information that the Company
possesses or can acquire without unreasonable effort or expense that is
necessary to make an informed investment decision with respect to the
investment. Neither such inquiries nor any other investigation conducted by or
on behalf of such Investor or its representatives or counsel shall modify, amend
or affect such Investor’s right to rely on the truth, accuracy and completeness
of the Disclosure Materials and the Company’s representations and warranties
contained in the Transaction Documents.

          (f)
Certain Trading Activities. Such Investor has not directly or indirectly,
nor has any Person acting on behalf of or pursuant to any understanding with
such Investor, engaged in any transactions in the securities of the Company
(including, without limitations, any Short Sales involving the Company’s
securities) since the earlier to occur of (1) the time that such Investor was
first contacted by the Company or Roth Capital Partners, LLC regarding an
investment in the Company and (2) the 30th day prior to the date of
this Agreement. Such Investor covenants that neither it nor any Person acting on
its behalf or pursuant to any understanding with it will engage in any
transactions in the securities of the Company (including Short Sales) prior to
the time that the transactions contemplated by this Agreement are publicly
disclosed.

          (g)
No Representations. No person has made to the Investors any written or
oral representations: (i) that any person will resell or repurchase any of the
Shares; (ii) that any 

15




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, except that currently certain market makers make market in the
Common Stock of the Company on the OTC Bulletin Board.

          (h)
Independent Investment Decision. Such Investor has independently
evaluated the merits of its decision to purchase Shares pursuant to the
Transaction Documents, and such Investor confirms that it has not relied on the
advice of any other Investor’s business and/or legal counsel in making such
decision. Such Investor has not relied on the business or legal advice of Roth
Capital Partners, LLC or any of its agents, counsel or Affiliates in making its
investment decision hereunder, and confirms that none of such Persons has made
any representations or warranties to such Investor in connection with the
transactions contemplated by the Transaction Documents.

The Company acknowledges and agrees that no Investor has made
or makes any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section
3.2.

ARTICLE 4.
OTHER AGREEMENTS OF THE PARTIES

     4.1. (a) Shares may only be
disposed of in compliance with state and federal securities laws. In connection
with any transfer of the Shares other than pursuant to an effective registration
statement, to the Company, to an Affiliate of an Investor or in connection with
a pledge as contemplated in Section 4.1(b), the Company may require the
transferor thereof to provide to the Company an opinion of counsel selected by
the transferor, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred Shares under the Securities Act.

             (b)
Certificates evidencing the Shares will contain the following legend, until such
time as they are not required under Section 4.1(c):

	 	
      THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
      STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT
      BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
      A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED 
	 


16





	 	
      BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
      EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
      MARGIN ACCOUNT SECURED BY SUCH SECURITIES. 
	 


          The
Company acknowledges and agrees that an Investor may from time to time pledge,
and/or grant a security interest in some or all of the Shares pursuant to a bona
fide margin agreement in connection with a bona fide margin account and, if
required under the terms of such agreement or account, such Investor may
transfer pledged or secured Shares to the pledgees or secured parties. Such a
pledge or transfer would not be subject to approval or consent of the Company
and no legal opinion of legal counsel to the pledgee, secured party or pledgor
shall be required in connection with the pledge, but such legal opinion may be
required in connection with a subsequent transfer following default by the
Investor transferee of the pledge. No notice shall be required of such pledge.
At the appropriate Investor’s expense, the Company will execute and deliver such
reasonable documentation as a pledgee or secured party of Shares may reasonably
request in connection with a pledge or transfer of the Shares including the
preparation and filing of any required prospectus supplement under Rule
424(b)(3) of the Securities Act or other applicable provision of the Securities
Act to appropriately amend the list of Selling Stockholders thereunder. Except
as otherwise provided in Section 4.1(c), any Shares subject to a pledge or
security interest as contemplated by this Section 4.1(b) shall continue to bear
the legend set forth in this Section 4.1(b) and be subject to the restrictions
on transfer set forth in Section 4.1(a) .

          (c)
Certificates evidencing Shares shall not contain any legend (including the
legend set forth in Section 4.1(b)): (i) following a sale or transfer of such
Shares pursuant to an effective registration statement (including a Registration
Statement), or (ii) following a sale or transfer of such Shares pursuant to Rule
144 (assuming the transferee is not an Affiliate of the Company), or (iii) while
such Shares are eligible for sale without volume limitations pursuant to Rule
144. If an Investor shall make a sale or transfer of Shares either (x) pursuant
to Rule 144 or (y) pursuant to a registration statement and in each case shall
have delivered to the Company or the Company’s transfer agent the certificate
representing Shares containing a restrictive legend which are the subject of
such sale or transfer and a representation letter in customary form (the date of
such sale or transfer and Share delivery being the “Share Delivery Date”)
and (1) the Company shall fail to deliver or cause to be delivered to such
Investor a certificate representing such Shares that is free from all
restrictive or other legends by the third Trading Day following the Share
Delivery Date and (2) following such third Trading Day after the Share Delivery
Date and prior to the time such Shares are received free from restrictive
legends, the Investor, or any third party on behalf of such Investor, purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Investor of such Shares (a "Buy-In"),
then the Company shall pay in cash to the Investor (for costs incurred either
directly by such Investor or on behalf of a third party) the amount by which the
total purchase price paid for Common Stock as a result of the Buy-In (including
brokerage commissions, if any) exceed the proceeds received by such Investor as
a result of the sale to which such Buy-In relates. The Investor shall provide
the Company written notice indicating the amounts payable to the Investor in
respect of the Buy-In.

17




     4.2. Furnishing of
Information. As long as any Investor owns the Shares, the Company covenants
to timely file (or obtain extensions in respect thereof and file within the
applicable grace period) all reports required to be filed by the Company after
the date hereof pursuant to the Exchange Act. As long as any Investor owns
Shares, if the Company is not required to file reports pursuant to such laws, it
will prepare and furnish to the Investors and make publicly available in
accordance with Rule 144(c) such information as is required for the Investors to
sell the Shares under Rule 144. The Company further covenants that it will take
such further action as any holder of Shares may reasonably request, all to the
extent required from time to time to enable such Person to sell the Shares
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144.

     4.3. Integration. The
Company shall not, and shall use its best efforts to ensure that no Affiliate of
the Company shall, sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the Securities
Act) that would be integrated with the offer or sale of the Shares in a manner
that would require the registration under the Securities Act of the sale of the
Shares to the Investors, or that would be integrated with the offer or sale of
the Shares for purposes of the rules and regulations of any Trading Market in a
manner that would require stockholder approval of the sale of the securities to
the Investors.

     4.4. Subsequent
Registrations. Other than pursuant to the Registration Rights Agreement,
prior to the first to occur of (a) the Effective Date of a Registration
Statement resulting in all Registrable Securities (as defined in the
Registration Rights Agreement) being registered for resale pursuant to one or
more effective Registration Statements or (b) such time as all Registrable
Securities may be sold by the Investors without volume restrictions pursuant to
Rule 144, the Company may not file any registration statement (other than on
Form S-8) with the Commission with respect to any securities of the Company.

     4.5. Securities Laws
Disclosure; Publicity. By 9:00 a.m. (New York time) on the Trading Day
following the execution of this Agreement, and by 9:00 a.m. (New York time) on
the Trading Day following the Closing Date, the Company shall issue press
releases disclosing the transactions contemplated hereby and the Closing. On the
Trading Day following the execution of this Agreement the Company will file a
Current Report on Form 8-K disclosing the material terms of the Transaction
Documents (and attach as exhibits thereto the Transaction Documents), and on the
Trading Day following the Closing Date the Company will file an additional
Current Report on Form 8-K to disclose the Closing. In addition, the Company
will make such other filings and notices in the manner and time required by the
Commission and the Trading Market on which the Common Stock is listed.
Notwithstanding the foregoing, the Company shall not publicly disclose the name
of any Investor, or include the name of any Investor in any filing with the
Commission (other than a Registration Statement and any exhibits to filings made
in respect of this transaction in accordance with periodic filing requirements
under the Exchange Act) or any regulatory agency or Trading Market, without the
prior written consent of such Investor, except to the extent such disclosure is
required by law or Trading Market regulations.

     4.6. Limitation on Issuance of
Future Priced Securities. During the six months following the Closing Date,
the Company shall not issue any “Future Priced Securities” as such term is
described by NASD IM-4350-1.

18




     4.7. Indemnification of
Investors. In addition to the indemnity provided in the Registration Rights
Agreement, the Company will indemnify and hold the Investors and their
directors, officers, shareholders, partners, employees and agents (each, an
“Investor Party”) harmless from any and all losses, liabilities,
obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys’
fees and costs of investigation (collectively, “Losses”) that any such
Investor Party may suffer or incur as a result of or relating to any
misrepresentation, breach or inaccuracy of any representation, warranty,
covenant or agreement made by the Company in any Transaction Document. In
addition to the indemnity contained herein, the Company will reimburse each
Investor Party for its reasonable legal and other expenses (including the cost
of any investigation, preparation and travel in connection therewith) incurred
in connection therewith, as such expenses are incurred. Except as otherwise set
forth herein, the mechanics and procedures with respect to the rights and
obligations under this Section 4.7 shall be the same as those set forth in
Section 5 of the Registration Rights Agreement.

     4.8. Non-Public
Information. The Company covenants and agrees that neither it nor any other
Person acting on its behalf will provide any Investor or its agents or counsel
with any information that the Company believes constitutes material non-public
information, unless prior thereto such Investor shall have executed a written
agreement regarding the confidentiality and use of such information. The Company
understands and confirms that each Investor shall be relying on the foregoing
representations in effecting transactions in securities of the Company.

     4.9. Listing of Shares.
The Company agrees, (i) if the Company applies to have the Common Stock traded
on any other Trading Market, it will include in such application the Shares, and
will take such other action as is necessary or desirable to cause the Shares to
be listed on such other Trading Market as promptly as possible, and (ii) it will
take all action reasonably necessary to continue the listing and trading of its
Common Stock on a Trading Market and will comply in all material respects with
the Company’s reporting, filing and other obligations under the bylaws or rules
of the Trading Market.

     4.10. Use of Proceeds. The
Company will use the net proceeds from the sale of the Shares hereunder for
working capital purposes and not for the satisfaction of any portion of the
Company’s debt (other than payment of trade payables and accrued expenses in the
ordinary course of the Company’s business and consistent with prior practices),
or to redeem any Common Stock or Common Stock Equivalents.

ARTICLE 5.
CONDITIONS PRECEDENT TO CLOSING

     5.1. Conditions Precedent to
the Obligations of the Investors to Purchase Shares. The obligation of each
Investor to acquire Shares at the Closing is subject to the satisfaction or
waiver by such Investor, at or before the Closing, of each of the following
conditions:

          (a)
Representations and Warranties. The representations and warranties of the
Company contained herein shall be true and correct in all material respects as
of the date when made and as of the Closing as though made on and as of such
date;

19




          (b)
Performance. The Company shall have performed, satisfied and complied in
all material respects with all covenants, agreements and conditions required by
the Transaction Documents to be performed, satisfied or complied with by it at
or prior to the Closing;

          (c)
No Injunction. No statute, rule, regulation, executive order, decree,
ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits
the consummation of any of the transactions contemplated by the Transaction
Documents;

          (d)
Adverse Changes. Since the date of execution of this Agreement, no event
or series of events shall have occurred that reasonably could have or result in
a Material Adverse Effect;

          (e)
No Suspensions of Trading in Common Stock; Listing. Trading in the Common
Stock shall not have been suspended by the Commission or any Trading Market
(except for any suspensions of trading of not more than one Trading Day solely
to permit dissemination of material information regarding the Company) at any
time since the date of execution of this Agreement, and the Common Stock shall
have been at all times since such date listed for trading on a Trading
Market;

          (f)
Company Deliverables. The Company shall have delivered the Company
Deliverables in accordance with Section 2.2(a); and

          (g)
Termination. This Agreement shall not have been terminated as to such
Investor in accordance with Section 6.5.

     5.2. Conditions Precedent to
the Obligations of the Company to sell Shares. The obligation of the Company
to sell Shares at the Closing is subject to the satisfaction or waiver by the
Company, at or before the Closing, of each of the following conditions:

          (a)
Representations and Warranties. The representations and warranties of
each Investor contained herein shall be true and correct in all material
respects as of the date when made and as of the Closing Date as though made on
and as of such date;

          (b)
Performance. Each Investor shall have performed, satisfied and complied
in all material respects with all covenants, agreements and conditions required
by the Transaction Documents to be performed, satisfied or complied with by such
Investor at or prior to the Closing;

          (c)
No Injunction. No statute, rule, regulation, executive order, decree,
ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits
the consummation of any of the transactions contemplated by the Transaction
Documents;

          (d)
Investors Deliverables. Each Investor shall have delivered its Investors
Deliverables in accordance with Section 2.2(b); and

20




          (e)
Termination. This Agreement shall not have been terminated as to such
Investor in accordance with Section 6.5.

ARTICLE 6. 
MISCELLANEOUS

     6.1. Fees and Expenses.
Each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of
the Transaction Documents. The Company shall pay all stamp and other taxes and
duties levied in connection with the issuance of the Shares.

     6.2. Entire Agreement. The
Transaction Documents, together with the Exhibits and Schedules thereto, contain
the entire understanding of the parties with respect to the subject matter
hereof and supersede all prior agreements, understandings, discussions and
representations, oral or written, with respect to such matters, which the
parties acknowledge have been merged into such documents, exhibits and
schedules.

     6.3. Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile (provided the sender receives a machine-generated
confirmation of successful transmission) at the facsimile number specified in
this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the
next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in this Section on
a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on
any Trading Day, (c) the Trading Day following the date of mailing, if sent by
U.S. nationally recognized overnight courier service, or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such
notices and communications shall be as follows:

	 	If to the Company: 	Lightscape Technologies Inc. 
	 	  	3/F, 80 Gloucester Road, 
	 	  	Wanchai, Hong Kong 
	 	  	Attn: Chief Executive Officer 
	 	  	Facsimile: 011-852-2546-6878 
	 	  	  
	 	With a copy to: 	Clark Wilson LLP 
	 	  	800-885 West Georgia Street 
	 	  	Vancouver, BC V6C 3H1 
	 	  	Facsimile: (604) 687-6314 
	 	  	Attn.: Virgil Hlus, Esq. 
	 	  	  
		If to an Investor: 	To the address set forth under such Investor’s
      name on the signature pages hereof; 


or such other address as may be designated in writing
hereafter, in the same manner, by such Person.

21




     6.4. Amendments; Waivers; No
Additional Consideration. No provision of this Agreement may be waived or
amended except in a written instrument signed by the Company and the Investors
holding a majority of the Shares. No waiver of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right. No consideration shall be offered or paid
to any Investor to amend or consent to a waiver or modification of any provision
of any Transaction Document unless the same consideration is also offered to all
Investors who then hold Shares. Without the written consent or the affirmative
vote of each Investor affected thereby, an amendment or waiver under this
Section 6.4 may not waive or amend any Transaction Document the effect of which
would be to permit the Company to (1) name any Investor as an underwriter in a
Registration Statement without such Investor’s specific written consent thereto,
or (2) not include any Registrable Securities (as defined in the Registration
Rights Agreement) of an Investor in a Registration Statement due to their
refusal to be named as an underwriter therein.

     6.5. Termination. This
Agreement may be terminated prior to Closing:

          (a)
by written agreement of the Investors and the Company, a copy of which shall be
provided to the Escrow Agent; and

          (b)
by the Company or an Investor (as to itself but no other Investor) upon written
notice to the other and to the Escrow Agent, if the Closing shall not have taken
place by 6:30 p.m. Eastern time on the Outside Date; provided, that the
right to terminate this Agreement under this Section 6.5(b) shall not be
available to any Person whose failure to comply with its obligations under this
Agreement has been the cause of or resulted in the failure of the Closing to
occur on or before such time.

     In the event of a termination
pursuant to this Section, the Company shall promptly notify all non-terminating
Investors. Upon a termination in accordance with this Section 6.5, the Company
and the terminating Investor(s) shall not have any further obligation or
liability (including as arising from such termination) to the other and no
Investor will have any liability to any other Investor under the Transaction
Documents as a result therefrom.

     6.6. Construction. The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party. This Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement or any of the Transaction Documents.

     6.7. Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties and their successors and permitted assigns. The Company may not
assign this Agreement or any rights or obligations hereunder without the prior
written consent of the Investors. Any Investor may assign any or all of its
rights under this Agreement to any Person to 

22




whom such Investor assigns or transfers any Shares, provided
such transferee agrees in writing to be bound, with respect to the transferred
Shares, by the provisions hereof that apply to the “Investors.”

     6.8. No Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective successors and permitted assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person,
except as otherwise set forth in Section 4.7 (as to each Investor Party).

     6.9. Governing Law. All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all Proceedings
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether
brought against a party hereto or its respective Affiliates, employees or
agents) shall be commenced exclusively in the New York Courts. Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the New York Courts
for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of the any of the Transaction Documents), and hereby
irrevocably waives, and agrees not to assert in any Proceeding, any claim that
it is not personally subject to the jurisdiction of any such New York Court, or
that such Proceeding has been commenced in an improper or inconvenient forum.
Each party hereto hereby irrevocably waives personal service of process and
consents to process being served in any such Proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
Each party hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby. If either party shall commence a Proceeding to enforce any provisions of
a Transaction Document, then the prevailing party in such Proceeding shall be
reimbursed by the other party for its reasonable attorneys’ fees and other costs
and expenses incurred with the investigation, preparation and prosecution of
such Proceeding.

     6.10. Survival. The
representations, warranties, agreements and covenants contained herein shall
survive the Closing and the delivery of the Shares.

     6.11. Execution. This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original
thereof.

23




     6.12. Severability. If any
provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.

     6.13. Rescission and
Withdrawal Right. Notwithstanding anything to the contrary contained in (and
without limiting any similar provisions of) the Transaction Documents, whenever
any Investor exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within
the periods therein provided, then such Investor may rescind or withdraw, in its
sole discretion from time to time upon written notice to the Company, any
relevant notice, demand or election in whole or in part without prejudice to its
future actions and rights.

     6.14. Replacement of
Shares. If any certificate or instrument evidencing any Shares is mutilated,
lost, stolen or destroyed, the Company shall issue or cause to be issued in
exchange and substitution for and upon cancellation thereof, or in lieu of and
substitution therefor, a new certificate or instrument, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction and customary and reasonable indemnity, if requested. The applicants
for a new certificate or instrument under such circumstances shall also pay any
reasonable third-party costs associated with the issuance of such replacement
Shares. If a replacement certificate or instrument evidencing any Shares is
requested due to a mutilation thereof, the Company may require delivery of such
mutilated certificate or instrument as a condition precedent to any issuance of
a replacement.

     6.15. Remedies. In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the Investors and the Company will
be entitled to specific performance under the Transaction Documents. The parties
agree that monetary damages may not be adequate compensation for any loss
incurred by reason of any breach of obligations described in the foregoing
sentence and hereby agrees to waive in any action for specific performance of
any such obligation the defense that a remedy at law would be adequate.

     6.16. Payment Set Aside.
To the extent that the Company makes a payment or payments to any Investor
pursuant to any Transaction Document or an Investor enforces or exercises its
rights thereunder, and such payment or payments or the proceeds of such
enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable
cause of action), then to the extent of any such restoration the obligation or
part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.

     6.17. Independent Nature of
Investors’ Obligations and Rights. The obligations of each Investor under
any Transaction Document are several and not joint with the obligations of any
other Investor, and no Investor shall be responsible in any way for the
performance of the 

24




obligations of any other Investor under any Transaction
Document. The decision of each Investor to purchase Shares pursuant to the
Transaction Documents has been made by such Investor independently of any other
Investor. Nothing contained herein or in any Transaction Document, and no action
taken by any Investor pursuant thereto, shall be deemed to constitute the
Investors as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Investors are in any way acting in
concert or as a group with respect to such obligations or the transactions
contemplated by the Transaction Documents. Each Investor acknowledges that no
other Investor has acted as agent for such Investor in connection with making
its investment hereunder and that no Investor will be acting as agent of such
Investor in connection with monitoring its investment in the Shares or enforcing
its rights under the Transaction Documents. Each Investor shall be entitled to
independently protect and enforce its rights, including without limitation the
rights arising out of this Agreement or out of the other Transaction Documents,
and it shall not be necessary for any other Investor to be joined as an
additional party in any proceeding for such purpose. The Company acknowledges
that each of the Investors has been provided with the same Transaction Documents
for the purpose of closing a transaction with multiple Investors and not because
it was required or requested to do so by any Investor.

     6.18. Limitation of
Liability. Notwithstanding anything herein to the contrary, the Company
acknowledges and agrees that the liability of an Investor arising directly or
indirectly, under any Transaction Document of any and every nature whatsoever
shall be satisfied solely out of the assets of such Investor, and that no
trustee, officer, other investment vehicle or any other Affiliate of such
Investor or any investor, shareholder or holder of shares of beneficial interest
of such a Investor shall be personally liable for any liabilities of such
Investor.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES
FOLLOW]

25




     IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by
their respective authorized signatories as of the date first indicated
above.

	 	LIGHTSCAPE TECHNOLOGIES INC.
    
	 	  	  
	 	  	  
	 	By: 	 
    
	 	         	Name: Bondy Tan 
	 	          	Title: President and CEO 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOR
INVESTORS FOLLOW]

26




     IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by
their respective authorized signatories as of the date first indicated
above.

	 	NAME OF INVESTOR
    
	 	 
	 	 
	 	By: 	
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	Investment Amount:
      $ 	
	 	 	 
	 	Tax ID No.: 	
	 	 	 
	 	 ADDRESS FOR NOTICE 	
	 	 	 
	 	c/o: 	
	 	 	 
	 	Street: 	
	 	 	 
	 	City/State/Zip: 	
	 	 	 
	 	Attention: 	
	 	 	 
	 	Tel: 	
	 	 	 
	 	Fax: 	
	 	 	 
	 	DELIVERY
      INSTRUCTIONS 
	 	(if different from
      above) 
	 	 
	 	c/o: 	
	 	 	 
	 	Street: 	
	 	 	 
	 	City/State/Zip: 	
	 	 	 
	 	Attention: 	
	 	 	 
	 	Tel: 	


27




Annex A

SCHEDULE OF BUYERS


	(1) 	(2) 
	  	  
	  	  
	  	Address and 
	Buyer 	Facsimile Number 
	 	 
	 	 
	 	 



28




Schedule 3.1(h)

	(1) 	
      Form 10-KSB for the year ended March 31, 2007 filed on
      July 17, 2007.

	 	 
	(2) 	
      Form 8-K with report date July 10, 2007 filed on August
      22, 2007.

	 	 
	(3) 	
      Form 8-K with report date February 12, 2008 filed on
      February 20, 2008.



29




Schedule 3.1(p)

The following sets forth the Intellectual Property Rights:

	               
           Name of IP 	Type of IP 	           
       ID No. 	           
               Owned by 	Country of 
	  	  	  	  	Registration 
	Multi Media & Video Show 	Patent 	HK1105528 	Grandplex Development 	Hong Kong 
	Control System 	  	  	Limited 	  
	FX Glass 	Patent 	HK1105525 	Grandplex Development 	Hong Kong 
	  	  	  	Limited 	  
	Interactive LED System 	Patent 	HK1105529 	Grandplex Development 	Hong Kong 
	  	  	  	Limited 	  
	Energy saver 	Patent 	Application Pending 	Grandplex
      Development 	China 
	  	  	  	Limited 	  
	Multi Media & Video Show 	Patent 	Application Pending 	Grandplex
      Development 	n/a 
	Control System 	Cooperation 	  	Limited	  
	  	Treaty 	  	  	  
	FX Glass 	Patent 	Application Pending 	Grandplex Development 	n/a 
	  	Cooperation 	  	Limited 	  
	  	Treaty 	  	  	  
	LIGHTSCAPE 	Trademark 	300850888 	Tech Team Investment 	Hong Kong 
	TECHNOLOGIES 	  	  	Limited 	  
	  	  	  	  	  
	  	  	  	  	  
	LIGHTSCAPE 	Trademark 	028764-028768 	Tech Team Investment 	Macau 
	TECHNOLOGIES 	  	  	Limited 	  
	  	  	  	  	  
	LIGHTSCAPE 	Trademark 	T0708254F 	Tech Team Investment 	Singapore 
	TECHNOLOGIES 	  	T0708255D 	Limited 	  
	  	  	T0708257J 	  	  
	LIGHTSCAPE 	Trademark 	Application Pending 	Tech Team
      Investment 	USA, EU, 
	TECHNOLOGIES 	  	  	Limited 	China 
	  	  	  	  	  
	ECO-PRO 	Trademark 	2000B14800 	Grandplex Development 	Hong Kong 
	  	  	  	Limited 	  
	ECO-PRO 	Trademark 	TM161948 	Grandplex Development 	Thailand 
	  	  	  	Limited 	  
	ECO-PRO 	Trademark 	1603844 	Grandplex Development 	EU 
	  	  	  	Limited 	  
	ECO-PRO 	Trademark 	N/005833 	Grandplex Development 	Macau 
	  	  	  	Limited 	  


30




Schedule 3.1(u)

Except as described below, no brokerage or finder’s fees or
commissions are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other
Person with respect to the transactions contemplated by this Agreement:

On December 10, 2007, the Company entered into a Placement
Agent Agreement with Roth Capital Partners, LLC to serve as the Company’s
placement agent with respect to the transactions contemplated by this Agreement.
As compensation for its services, Roth Capital Partners, LLC will receive a cash
fee equal to 7% of the gross proceeds received from the sale of the Shares. Roth
Capital Partners, LLC is also entitled to receive warrants to purchase shares of
common stock of our company, up to an amount representing 7% of the Shares. The
warrants will have a term of 5 years, will be exercisable immediately upon
issuance and will have an exercise price equal to the Per Share Purchase
Price.

31