TECHNOLOGY DEVELOPMENT AND SUPPLY AGREEMENT

Exhibit 10.1

TECHNOLOGY DEVELOPMENT AND SUPPLY AGREEMENT*

     This Agreement dated as of the 30th day of April, 2008 (“ Effective Date ”) is by and between Lighting Science Group Corporation (“ LSGC ”), and Jamestown One Times Square, L.P. (“ JOTS ”).

Background

LSGC and JOTS are entering into this Technology Development And Supply Agreement with attached exhibits “A”, “B” and “D” related to the design, development, manufacturing, supplying and maintenance of a 12’ diameter Times Square New Year’s Eve Ball (the “Ball”) using LEDs to illuminate the Waterford Crystal elements to be permanently installed on the roof top of the One Times Square building (the “Project”).

LSGC is a leading developer and manufacturer of architectural lighting, signs and displays using light-emitting diodes (“LEDs”).

JOTS would like LSGC to perform certain development, manufacturing, supply, and maintenance services related to the Project; and LSGC is willing and able to perform such services according to the terms of this Agreement.

1. Supply and Ordering of Goods .

     (a) LSGC will design, develop, manufacture and supply to JOTS, the products and/or components listed on Exhibit A (the “ Goods ”). JOTS will purchase the Goods from LSGC pursuant to purchase orders submitted by JOTS during the term hereof (each a “ Purchase Order ”). The Goods supplied shall be delivered pursuant to the Scope of Work set forth in Exhibit B , or such other Scope of Work upon which JOTS and LSGC may agree in writing (the “ Scope of Work ”).

     (b) On or prior to September 1, 2008, LSGC will provide sufficient units of the Goods identified as the lighting elements in Exhibit A to complete the construction of the TSB and provide spare modules to insure ongoing performance.

     (c) All purchases of the Goods shall be made in accordance with the terms of this Agreement and the terms regarding product descriptions, price, quantities, delivery destinations and shipment dates set forth in each Purchase Order submitted by JOTS to LSGC. LSGC shall accept Purchase Order submitted in conformance with this Agreement.

     (e) In no event may any changes be made to the Goods, including without limitation, any change in material composition of the Goods, and/or change in the manufacturer of any parts incorporated in the Goods, without JOTS’s prior written approval and at all times LSGC shall comply with Exhibit A and Exhibit B . Unless otherwise specified by JOTS all requests for changes must be received in writing.

     (f) During the Initial Term, unless agreed otherwise, LSGC will be the exclusive supplier of the Goods, so long as acceptable performance is maintained as determined in JOTS’s sole discretion.

2. Pricing and Payment .

     (a)  Pricing . There are three elements to this Technology Development And Supply Agreement that will be provided in a phased approach. In phase one, LSGC shall provide all required engineering design services for the new ball at a cost of “********”. In phase two, LSGC shall provide the lighting hardware “Goods” to JOTS at a cost not to exceed “*********”. In phase three, LSGC will provide technical support services for year one after completion of the Project at no additional cost. Thereafter, JOTS to determine the level of ongoing support required. Each of the above phases will be provided independently of future phases.

     (b)  Payment . The phase one initial design fee of “******” will be invoiced at the commencement of the contract and shall be due in 30 days from invoice date. The Phase two fees will be invoiced at product delivery and shall be due and payable within thirty (30) days after receipt of the invoice or by such other date as set forth in the Purchase Order. *

3. Representations and Warranties .

     (a) LSGC warrants that all Goods delivered in accordance with this Agreement and the Purchase Orders issued hereunder shall (1) consist of all new materials, (2) be in conformance with the Specifications, (3) be of good material and workmanship, (4) be of merchantable quality and free from defect, and fit for the particular purpose for which they are manufactured and intended, and (5) be manufactured, packaged, labeled, stored and loaded for shipment in strict conformity with all applicable federal, state and local statutes, laws, ordinances, codes and regulations relating thereto. LSGC will also provide a three year limited warranty for the replacement of LED modules and power supplies as detailed in Exhibit “D”.

     (b) LSGC will at its expense, perform such tests and inspections of the Goods as are required to confirm that the Goods conform to the requirements of this Agreement and the Purchase Orders issued hereunder. If any Goods are found to be defective in material or workmanship, or otherwise fail to comply with the warranties set forth above, Purchaser may reject such Goods and rejection will be effected by notice mailed (e-mail notice shall be sufficient under this Section 7)) to LSGC within a reasonable period of time after receipt of the Goods.

4. Promotional Rights

     LSGC will be allowed to promote the company as the technology integrator to JOTS on the project, provided that, LSGC will coordinate and obtain prior approval from JOTS on all promotional activities regarding LSGC’s contribution to the creation of the TSB.

5. Term and Termination .

     (a) The term of this Agreement shall commence on the date hereof (the “ Effective Date ”) and, subject to early termination in accordance with Section 5(b) below, shall continue for a period of 2 years from the Effective Date (the “ Initial Term ”).

     (b) Notwithstanding any other provision of this Agreement, either party may immediately terminate this Agreement, and/or any Purchase Order by giving written notice to the other party under the following circumstances:

     (i) If the other party becomes insolvent, or any voluntary or involuntary petition in bankruptcy or corporate reorganization is filed by or against such other party, or a receiver is appointed with respect to any other assets of such other party or liquidation proceeding or its equivalent is commenced by or against such other party and such matter is not dismissed within sixty (60) days after filing; or

     (ii) If the other party fails to perform any of the material obligations under this