Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Zhouling ("Joe") Wu, the President of China Operations and Corporate Vice President of LightPath Technologies, Inc., resigned effective September 30, 2008.

LightPath Technologies, Inc. has entered into a consulting agreement with Mr. Wu pursuant to which he will provide the following services: aid LightPath in continued business development in China, serve as a liaison between LightPath and the Chinese government and other business development officials, identify new business opportunities for LightPath, complete the winding down of LightPath's joint venture with CDGM, and perform other work as may be agreed. Dr. Wu's consulting agreement has a term of six months commencing October 1, 2008, and provides for compensation in the amount of $3,000 per month for up to 40 hours of service per month.

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