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Title:

Sale and Purchase Agreement

Entities:

Global Innovative Systems Inc

Date:

2006

Size:

64KB total

Price:

$54

ID:

#2549775

Start of Preview

(1)

CHAN ALBERT YEE TAT, holder of US passport No.702014445 of Level 25, Bank of China Tower, 1 Garden Road, Central, Hong Kong (Albert Chan), LUMINOUS LED TECHNOLOGIES LIMITED, a limited company incorporated in Hong Kong and having its registered office at Level 25, Bank of China Tower, 1 garden Road, Central, Hong Kong (Luminous LED) (Both Albert Chan and Luminous are collectively referred to as the Vendors and each a Vendor);

(2)

TECH TEAM DEVELOPMENMT LIMITED, a company incorporated in Hong Kong and having its registered office at 16^th Floor, Hang Seng Mongkok Building, 677 Nathan Road, Mongkok, Kowloon, Hong Kong (the Purchaser); and

(3)

MICHELLE SIU KWAN LAM and JOSEPH SUI KEI LAM, holder of US Passport No. 701351369 and holder of Hong Kong Identity Card No. C486788(0) respectively and whose correspondence address is at Level 25, Bank of China Tower, 1 Garden Road, Central, Hong Kong (the Guarantors).

(A)

Lightscape Technologies (Macau) Limited (the Company) is a company incorporated in the Macau with limited liability and has a registered share capital of MOP 25,000. The particulars of the Company is set out in Schedule 1.

(B)

As at the date of this Agreement, Albert Chan is the registered owner on trust for Luminous LED of MOP 12,400 of the registered share capital of the Company, which is equivalent to 49.6% of the registered share capital of the Company.

(C)

The Vendors have agreed to sell and the Purchaser has agreed to purchase the Sale Interest subject to and upon the terms and conditions of this Agreement.

(D)

The Purchaser requires Michelle Siu Kwan Lam and Joseph Sui Kei Lam, who are related to or associated with the Vendors and who have requested the Purchaser to enter into this Agreement, as guarantors to give such covenants, undertakings and guarantee together with the Vendors as are set out herein as a condition to the Purchasers entry into this Agreement.

1.

INTERPRETATION

1.1

In this Agreement (including the Recitals and Schedules), unless the context otherwise requires or permits, the following words and expressions shall have the meanings ascribed to each of them respectively below:

Business Day

a day (other than Saturday and days on which a tropical cyclone warning No. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which banks are open in Hong Kong and for general banking business;

Completion

completion of the sale and purchase of the Sale Interest in accordance with the terms and conditions of this Agreement;

Completion Date

any date falling within three Business Days after all the conditions specified in Clause 3.1 have been fulfilled (or waived) or such other date as the Vendors and the Purchaser may agree in writing prior to Completion and where the context otherwise requires, the date of which Completion takes place;

Consideration Shares

1,200,000 new common shares (or such number of shares as may be reduced pursuant to Clause 4.3) of US$0.001 each in the share capital of GIS, to be issued and allotted to the Vendors as partial Consideration of the sale of the Sale Interest pursuant to Clause 4.3.;

Encumbrance

any mortgage, charge, pledge, lien (otherwise than arising by statute or operation of law), hypothecation or other encumbrance, priority or security interest, deferred purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same and Encumber shall be construed accordingly;

Escrow Agent

Clark Wilson LLP;

Escrow Agreement

an escrow agreement relating to the escrow of the Consideration Shares entered into among the Purchaser, the Vendors, and the Escrow Agent on the date of Completion;

Guarantee Net Profit

HK$20,000,000;

Guarantee Period

The twelve month period between 1 October 2006 to 30 September 2007 (both days inclusive);

GIS

Global Innovative Systems Inc., a company incorporated under the laws of the State of Nevada, the United States and the common shares of which are quoted on OTCBB;

Group

the Company and its subsidiaries and member of the Group shall be construed accordingly;

HK$

Hong Kong dollars;

Hong Kong

the Hong Kong Special Administrative Region of the PRC;

Independent Accountants

an independent firm of accountants which is acceptable to the Purchaser, appointed by the Vendors for the purpose of Clause 8;

Macau

the Macau Special Administrative Region of the PRC;

MOP

Macau Pataca;

Net Profit

The aggregate net profit after taxation but before extraordinary items of the Group;

Non-U.S. Shareholder Certificate

the certificate to be executed by Albert Chan in substantially the form as set out in Schedule 4;

OTCBB

acronym for The OTC Bulletin Board, an electronic quotation system that displays real-time quotes, last-sale prices, and volume information over-the-counter securities that are not listed on The Nasdaq Stock Market or a national securities exchange in the US;

End of Preview