Dated
      april 10, 2007

     

    ------------

     

    securities
      repurchase agreement

     

    


    between

    


     

    CODA
      OCTOPUS GROUP INC

     

    


    and

    


     

    VISION
      OPPORTUNITY MASTER FUND

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    THIS
      AGREEMENT
      is dated
      April 10, 2007

     

    Parties

     

    
      	
              (1)

            	
              Coda
                Octopus Group, Inc., of 164 West 25th
                Street, New York, incorporated under the laws of the State of Delaware
                (“Company”
                or “Coda”).

            


    

     

    
      	
              (2)

            	
              Vision
                Opportunity Master Fund, a Cayman Islands corporation (“Vision
                Master Fund”
                or the “Shareholder”).
                

            


    

     

    Background

     

    
      	
              (A)

            	
              Vision
                Opportunity Master Fund is the registered holder of 20,000 Series
                B
                Preferred Stock of in the Company.

            


    

     

    
      	
              (B)

            	
              The
                Parties pursuant to an understanding signed on March 21, 2007 have
                agreed
                that the interests of the Company and its stockholders are better
                served
                by the repurchase of the Preferred Stock from Vision Master Fund
                in whole
                or in part by the Company out of the proceeds of the T. R. Winston
                raise
                (as is defined in Amendment to Securities Purchase Agreements dated
                March
                21, 2007). 

            


    

     

    
      	
              (C)

            	
              The
                Company’s Certificate of Incorporation permits it to repurchase stock
                subject to authorization by the board of directors of the Company
                (the
                “Board”). The Board approved the entering of the T. R. Winston Transaction
                (and obligations undertaken pursuant to same). Exhibit 1 sets forth
                the
                Board Approval.

            


    

     

    
      	
              (D)

            	
              It
                is proposed that the Company shall repurchase the Preferred Stock
                from
                Vision Master Fund on the terms of this
                Agreement.

            


    

     

    Agreed
      terms

     

    
      	
              1.

            	
              Interpretation

            


    

     

    The
      definitions in the background provision of this agreement shall apply to this
      Agreement.

     

    
      	
              1.1

            	
              Preferred
                Stock shall mean 18,181 shares of Series B Convertible Preferred
                Stock (the “Series B
                Preferred Stock”)
                purchased by Vision Master Fund from the Company pursuant to Securities
                Purchase Agreement June 2, 2006 and June 21,
                2006.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
              2.

            	
              Sale
                and purchase of shares

            


    

     

    
      	
              2.1

            	
              Vision
                Master Fund with full title guarantee agrees to sell, or procure
                the sale
                of 18,181 the Series B Preferred Stock for a consideration of $110
                per
                Share and the Company agrees to purchase the same and to pay such
                consideration to Vision Master Fund. 

            


    

     

     

    
      	
              2.2

            	
              The
                Seller warrants that it
                has not created any liens, charges or other encumbrances over or
                in
                respect of the Series B Preferred
                Stock.

            


    

     

     

    
      	
              2.3

            	
              Completion
                of the sale and purchase of the Series B Preferred Stock shall take
                place
                immediately on execution of this Agreement at the offices of the
                Company,
                when Vision Master Fund shall deliver the share certificates to the
                Company and the Company shall satisfy its obligation to pay the
                consideration due in respect of the Series B Preferred Stock by payment
                of
                the sum of $1,999,910. to the Seller by way of
                telegraphic transfer for same day value to Vision Master Fund Account
                set
                forth immediately below:

            


    

    

      
        	
                Bank:
                  

              	
                JP
                  Morgan Chase 

                1
                  Chase Manhattan Plaza 

                New
                  York NY 10081

              
	
                ABA
                  #: 

              	
                021-000-021

              
	
                A/C
                  Name: 

              	
                Goldman
                  Sachs Execution & Clearing, L.P.

              
	
                A/C
                  #: 

              	
                066-005442
                  

                For
                  credit to Carlin Equities Corporation

              
	
                A/C
                  Name:

              	
                Vision
                  Opportunity Master Fund

              
	
                A/C
                  #:

              	
                4WPH-1209

              


      

    

     

    
      	
              3.

            	
              Further
                assurance

            


    

     

    
      	
              3.1.

            	
              Vision
                Master Fund agrees that, on being requested in writing by the Company
                to
                do so, it shall, at Vision Master Fund’s expense, immediately execute and
                sign all such deeds and documents and do all such things as may be
                reasonably necessary in order to give effect to the terms of this
                agreement.

            


    

     

    
      	
              3.2.

            	
              Vision
                Master Fund in accordance with Section 7 of the Certificate of
                Designations hereby
                serve notice of conversion of all remaining Preferred Stock held
                by Vision
                Master Fund after the repurchase of the Series B Preferred Stock
                by the
                Company and being 1,819 shares of Preferred Stock into the Company’s
                shares of Common Stock and concurrent with the execution of this
                Agreement, Vision hereby surrenders all certificates representing
                its
                Series B Preferred Stock holdings of which 18,181 shall be the subject
                of
                repurchase by the Company and 1,819 shall be the subject of conversion
                into the Company’s Common Stock.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              3.3.

            	
              Following
                the execution of this Agreement and satisfaction of the closing
                conditions, Vision acknowledges that all rights with respect to the
                shares
                of Series B Preferred Stock so repurchased and/or converted shall
                terminate, except only (i) its rights to receive certificates for
                181,900
                shares of Common Stock of the Company into which the 1,819 shares
                of
                Series B Preferred Stock have been converted; and (ii) to exercise
                the
                rights to which they are entitled as holders of Common Stock to the
                extent
                that such rights are not affected by the Lock-Up Agreement entered
                into
                between Vision Master Fund and the Company on March 21, 2007.
                

            


    

     

    
      	
              4.

            	
              Governing
                law and jurisdiction

            


    

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW
      THEREOF.

     

    
      	
              5.

            	
              Entire
                agreement

            


    

     

    
      	
              5.1

            	
              This
                Agreement constitutes the entire and only legally binding agreement
                between the Parties relating to its subject matter and no variation
                of
                this Agreement shall be effective unless made in writing and signed
                by or
                on behalf of all the parties and expressed to be such a
                variation.

            


    

     

    
      	
              6.

            	
              Agreement
                survives completion

            


    

     

    This
      Agreement shall remain in effect despite its completion.

     

    
      	
              7.

            	
              Counterparts

            


    

     

    This
      Agreement may be executed in any number of counterparts, each of which is an
      original and which together have the same effect as if each party had signed
      the
      same document.

     

    


    


    [Remainder
      of page intentionally left blank.]

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the undersigned have executed, or have caused to be executed,
      this Securities Repurchase Agreement on the date first written
      above.

     

     

    
      	 	 	 
	 	CODAOCTOPUS
              GROUP,
              INC.
	 
	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Jason Reid

              Title:
                President

            
	 	 


    

    
       

      
        	 	 	 
	 	VISION
                OPPORTUNITY
                MASTER FUND, Ltd.
	 
	 
 	 
 
	 	By:  	 
	 	
                

                Name:
                  Adam Benowitz

                Title:
                  Portfolio Manager

              
	 	 


      

       

      
        
           

        

        
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