[Mark McPartland] Robert Ripp - Chairman J. James Gaynor - President, Chief Executive Officer, Director Dorothy M. Cipolla - Chief Financial Officer, Vice President, Treasurer, Secretary

[Steven Donovan] - Private Investor [Bob Englander - Montauk Financial Group] [Michael Dyat - Dyat & Bodio] [Bart Murphy] - Private Investor

Welcome to the LightPath Technologies, Inc. fourth quarter and full-year 2008 results. (Operator Instructions) It is now my pleasure to introduce your host, Mark McPartland.

I’d like to thank everyone for joining us today for LightPath Technologies fiscal 2008 year-end financial results conference call. Jim Gaynor, CEO, Dorothy Cipolla, CFO, and Bob Ripp, Chairman of LightPath Technologies will be your hosts on the call today. If anyone participating on the call this afternoon does not have a copy of the earnings release that was posted last week or the 10K that was just recently filed, please contact our office at 914-669-0222. Now before we begin the call, I’m going to review the company’s Safe Harbor statement. Statements in this conference call that are not descriptions of historical facts are forward-looking statements relating to future events and as such all forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. When used in this call, the words anticipate, could, enable, estimate, intend, expect, belief, potential, will, should, project and similar expressions as it relates to LightPath Technologies are such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainties which may cause actual results to differ from those anticipated by LightPath Technologies at this time. In addition, other risks are more fully described in LightPath Technologies’ public filings with the US Securities and Exchange Commission which can be reviewed at www.sec.gov. Now with that taken care of, I’d like to turn the call over to Jim Gaynor, CEO of LightPath Technologies. J. James Gaynor: During the fiscal 2008 year the main goal of the company was to implement a new business strategy of producing aspheric molded lenses at high volume and low cost while diversifying our business and reducing the volatility and dependence on one product segment. This strategy was implemented to allow us to increase sales, maintain strong gross margin, and earn a profit in the future. On a year-over-year comparable basis we are pleased with our fourth quarter financial results. Our sales were up marginally but more importantly we are starting to realize the margin benefit of shifting our manufacturing processes to China. In the fourth quarter of 2007 we experienced higher and extraordinary expenses mainly attributable to ramping up our manufacturing facility in Shanghai. Not including these expenses, we are pleased to see a gross margin improvement of 45% for the fourth quarter. As we have previously reported, this margin improvement is the result of cost improvements implemented during the year with regards to direct labor, materials, tooling and overhead cost reductions. We opened our facility in China because it not only fit into our strategy but also allowed us to gain exposure to the high growth Asian markets. Today our facility in China is producing 90% of our aspheric production volume and approximately 85% of our total manufactured production. We have the capacity to dramatically ramp up with minimal to no additional capital expenditure costs. In June we were successful in signing two multi-year contracts worth $1 million with Chinese manufacturers for custom precision aspheric lenses for applications in closed circuit TV and communications. This signing brought the total number of Asian contracts to five of which three are for new businesses in markets that LightPath has not previously entered further solidifying our goal to diversify our product and industry mix. In addition to moving production volumes to China to cut operating costs, we were also successful in moving more production to lower-cost glass and to bring certain manufacturing processes in-house, such as our holders. We also completed upgrading all of the existing press stations to a new computerized atmospheric control press in our China facility. This change will allow us to fully implement the RoHS compliance glass systems and gives us the flexibility to take advantage of other low-cost glass materials to support our new strategy. These factors have helped us gain traction in the industry as shown in our backlog as of June 30, 2008 of approximately $3 million. Recently we were successful in completing an equity financing in the amount of $2.9 million. When we went into the capital markets, we had two purchases. One was to raise working capital to stabilize our base business and the other was to raise $5 million to fund LightPath’s contribution to establish a joint venture with CDGM, a Chinese glass manufacturer. The joint venture was to address the imaging market with molded aspheric lenses. However, given the market conditions we were not able to secure that funding and as a result, the joint venture company will be closed and our agreement with CDGM terminated. LightPath and CDGM will maintain a relationship and we have entered into a glass pre-form supply agreement with CDGM. LightPath will continue to address the imaging market utilizing our existing capacity in our Shanghai facility. The proceeds will help us to continue to fuel our marketing efforts and to increase our growth in China. In addition to the accredited and institutional investors who participated in the raise, five directors and two senior executives have invested approximately 12% of the total. I want to personally thank everyone who participated and put faith in our new business strategy and the success of the company. I would now like to turn the call over to Dorothy Cipolla, CFO, to discuss our financial results for fiscal 2008. Dorothy M. Cipolla: Total revenues for the fourth quarter ended June 30, 2008 totaled $2.38 million, an increase of 5% compared to $2.28 million for the same period ended June 30, 2007. Gross profit for the fourth quarter of 2008 totaled $568,000, an increase of over 1,000% year-over-year yielding a gross profit margin of 24%. These results compare to gross profit of $51,000 and gross profit margin of 2% for the fourth quarter of 2007. The increase year-over-year in gross margin was mainly attributable to the one-time expense of $341,000 in the fourth quarter of 2007 relating to glass yield issues, increased direct labor, inventory adjustments associated with the China operation startup, and travel to train operators and upgrade molding equipment to accept the new RoHS compliant glass systems. Not taking into account these one-time expenses, gross profit still exceeded 45% for fiscal 2008 compared to fiscal 2007. Net loss for the fourth quarter of 2008 totaled $1.1 million or $0.21 per share compared to $1.3 million or $0.29 per share for the fourth quarter of 2007. The decrease in net loss for the fourth quarter 2008 was mainly attributable to other business expenses which included higher legal fees and stock compensation expense incurred in the fourth quarter of 2008. Revenue for the fiscal 2008 year end totaled $8.8 million, a decrease of 34% compared to $13.4 million for the fiscal 2007 year end. This decrease was attributable to the decreases in sales of aspheric lenses, collimators and isolator product sales. The largest decrease was from the telecommunications market which decreased $4.9 million compared to 2007. During fiscal year 2009 revenue from aspheric lenses are expected to increase while collimator and isolator sales are expected to remain the same. Cost for sales for the fiscal year ended 2008 totaled $7.6 million or 86% of revenue compared to $10.3 million or 77% of revenue for the fiscal year ended 2007. The sales backlog defined as sales which are requested by customers for delivery within one year as of June 30, 2008 totaled approximately $3 million. Selling, general and administrative expenses increased by approximately $925,000 to $5.4 million in fiscal 2008 compared to $4.5 million in fiscal 2007. SG&A increased due to several factors including increased stock compensation and severance. For 2009 the company’s budget projects a decrease in SG&A resulting from the actions implemented in fiscal 2008 to the lease space in Orlando and headcount reduction. Net loss for fiscal 2008 was approximately $5.5 million compared to a net loss of $2.6 million for fiscal 2007. The increase in net loss was attributable to several factors including a reduction in gross margin of $1.8 million, an increase in stock compensation expense of $153,000, severance and search fees related to the replacement of the former CEO of $446,000, and increased legal fees of $283,000. On the balance sheet total current assets and total assets totaled $3.3 million and $5.5 million respectively. Total comp liabilities and total liabilities totaled $3 million and $3.3 million respectively. Total stockholders’ equity as of June 30, 2008 totaled $2.2 million. I’d now like to turn the call back over to Jim for closing comments. J. James Gaynor: As I mentioned earlier, our main focus in 2008 was to implement our new business strategy, diversify our markets service and continue to cut costs. In 2009 we will continue to seek higher volume, higher margin opportunities and expand our Shanghai manufacturing capacity. We believe these actions will allow us to build upon the increased operating profit we experienced in the fourth quarter, increase operating margins and ultimately report positive cash flow and reach profitability during the year. Additionally, now that our cost containment and expansion strategy in China are taking hold and we have strengthened the balance sheet with additional capital, management has recommitted itself to communicating our investment opportunity to the market. While the current environment for small cap equities is as tenuous as ever, we still believe that this strategy of telling our story makes sense at this time for the future and is the right thing to do on behalf of our current shareholders. Over the last 30 days we have engaged a full-service investment relations firm, Alliance Advisors, and we have begun contacting buy-side and sell-side analysts to introduce LightPath. We have received an invitation to present our story at the Rodman & Renshaw Investor Conference this November in New York City. We believe our efforts will prove beneficial to shareholder value as we continue to execute on our business plan and communicate with the street. In summary, I want to thank our team for their hard work and dedication, and thank everyone for joining the call today. That concludes my formal comments and at this time I would like to open the call for questions.

(Operator Instructions) Our first question comes from [Steven Donovan] - Private Investor. [Steven Donovan] - Private Investor: From what you just said, it sounds like you don’t anticipate going into the money-raising activity anymore this year. J. James Gaynor: Currently we’re not looking to raise anymore capital. However if the right opportunity were to raise itself, we would evaluate that at that point in time. [Steven Donovan] - Private Investor: Have you replaced Jim Magos? J. James Gaynor: No. Not directly. Jim Magos, who was our former VP of Sales, left for personal reasons and is working outside our industry. We have some bench strength in that area in the organization and we have promoted a person, Rob Myers, from within and at this point I’m very happy with his performance. I do not anticipate any negative fallout from this change. And in addition to that, what we’re doing is we’re taking this opportunity to beef up our sales force in China where we believe the greater opportunities for growth lie.

Our next question comes from [Bob Englander - Montauk Financial Group]. [Bob Englander - Montauk Financial Group]: I guess we’re all enjoying a very volatile stock market these days. But it looks like LightPath is finally starting to make some headway with an increase in sales as well as the cost reductions. Can you tell me if we have hit the peak of those cost reductions or could we look forward to in quarters coming forward further cost expense reductions and further margin improvement? J. James Gaynor: There are a number of things. We’re just starting to see the impact of the variety of changes that we put in place during the course of 2008 Bob, and we haven’t yet seen the full year impact of many of those changes both in the margin line as well as below the line. We reduced our lease space in Orlando by 50% and that’s a significant savings for us. We’ve had a number of headcount reductions which is a significant savings for us both in direct costs as we move stuff to China as well as in the overhead section. And we’re continuing to implement other cost reductions as we continue to implement the use of lower-cost glass systems and we transfer other product lines to China. And I think there are some other programs and processes that we’ll continue to see some benefit going forward. [Bob Englander - Montauk Financial Group]: As far as the GRADIUM glass component of the business, I know you had seeked to sell that business. Is there any consideration to potentially selling that business in the future? J. James Gaynor: We’d always evaluate that if it made sense. We were looking at that as an opportunity. It didn’t work out the way we’d like. The line is a decent margin contributor for us and as long as that continues to be that way, we’ll maintain it. Obviously we would consider selling it if the right opportunity came along, but we’re going to maintain the line in the meantime. [Bob Englander - Montauk Financial Group]: As your cash position currently, could you give us an idea of what that cash position currently looks like? J. James Gaynor: I think we’re on solid ground there going forward Bob. We just raised $2.9 million the beginning of the year. We did have to pay a little bit of slow payment AP during the last couple of months but we’re in pretty solid cash position right now. [Bob Englander - Montauk Financial Group]: So with the cost reductions that you have implemented and with 85% to 90% of the production currently going to China, can you give us an idea of what is that Mendoza line so to speak of where the revenue number would need to be for us to hit that cash flow positive number? J. James Gaynor: I guess I would say this. Historically I think in the past we’ve stated that about $4 million a quarter and we would be profitable. That number has improved significantly with these cost reductions that we’ve implemented this year and over the past year and a half. I guess the easiest way maybe to look at that would be is if we were to take the 07 revenue which was $13.3 million and apply fiscal year 08’s costs to that, we would then break-even for fiscal year 08. [Bob Englander - Montauk Financial Group]: That’s pretty substantial. That’s excellent. Then obviously we look forward to your ability to get further contracts and increase the revenue once again, and we could look forward to profitability. J. James Gaynor: Absolutely.

Our next question comes from [Michael Dyat - Dyat & Bodio]. [Michael Dyat - Dyat & Bodio]: I think you’re all doing a great job. I just had two quick follow-up questions. I wondered if you could say anything a bit more about whether the end of the first quarter sales are moving ahead in terms of growing your backlog? And secondly, whether you could bring us up to date on the I think it was the Lockheed defense contract work you’ve been talking about a few conference calls ago? J. James Gaynor: We have an SBIR contract which I think is what you’re referring to. [Michael Dyat - Dyat & Bodio]: Yes. J. James Gaynor: It is moving along fine. We’ve made pretty good progress with that and that contract will continue through most of our fiscal year 09. The basis behind the contract is to develop the ability to mold larger size lenses and particularly focused in the infrared black diamond area. So that’s going to be very helpful to us as we move forward. [Michael Dyat - Dyat & Bodio]: In terms of the first quarter sales, are you seeing some good activity? More than you expect, about the same? J. James Gaynor: I think first quarter we’re on the plan that we’ve put in place. Let me address it this way. The disclosure backlog is up about 61% from a year ago and our total backlog is up more significantly than that from prior quarters. So what that means is we are building future quarter backlog and are becoming less dependent on what we call turns business, which are orders that we book and ship within the same quarter. This makes for a more sustainable business and obviously one that’s easier to forecast. And given that we will continue to book turns business that creates an upside to our revenue stream. So right now I’m very comfortable with where we are and the way it looks going forward.

Our next question comes from [Bart Murphy] - Private Investor. [Bart Murphy] - Private Investor: Your answer Jim to Michael Dyad’s question, in that answer you mentioned your disclosure backlog being up 61%. I notice from past annual reports you’ve said the “order book” equates to the sales backlog and then from the most recent press release it says the sales backlog defined as sales which are requested by customers for delivery within one year and so forth. So I’m a little bit confused. If you’d just clarify for me the words disclosure backlog, sales backlog, and order book? J. James Gaynor: Disclosure backlog is orders that we have on our books that are shippable and scheduled to be shipped within 12 months. The total backlog obviously includes orders that are included in that disclosure but also have a component to go beyond 12 months. And what we have started to do is book some contracts, particularly in Asia, that are two or three years in nature. So what we’re doing is building backlog for future quarters which is really what I would like very much to have. As we continue to do that over the course of time, then we won’t be as dependent on having short-term orders that we have to book and ship within the same quarter. [Bart Murphy] - Private Investor: So your long-term ones are really your order book? J. James Gaynor: Yes. They’re orders that we have booked; contracts that have components to go beyond the next 12 months. J. James Gaynor: We did have one question that was emailed in that I would like to address and actually I’d like to ask Bob Ripp to address this question. Let me read this question, and it has to do with our latest financing. “In the event that LightPath defaults on their payments to the debenture holders, then what affect would that have on the shareholders? Would the company simply transfer to the debenture holders and leave the shareholders with nothing?”

When we went out to seek financing and as was explained earlier, it’s been a very tough time to raise money. The private investors that we went to see wanted some backstop on the monies that they were going to be contributing to this capital raise. The first time that LightPath put out a debenture so, the $2.9 million is backed by the assets of the company. The company is worth more than $2.9 million. Obviously we’re not planning on not paying back that debenture. All of our plans are being put in place to pay it back. But to the crux of the question, if for some reason the company could not pay off that debenture, then we would have to go back to those owners of those debentures and work through, since there isn’t any one specific item of asset that’s equal to the $2.9 million that backstops that debenture, and have a conversation about how it is the company might work it out or seek new financing, change the terms of that. But it’s the price we pay for securing the raise was to put some of the assets up to backstop it and then the question that is asked is, if it comes to term that you’d have to pay off with some of those assets, what could it be? And it could be some other asset sales of the company, selling off some of our licensing rights; there’s a whole litany of things that the company could do, but our first priority is to pay back the debenture. We only went into a debenture because that’s what the investors wanted as a way to put their money up and we’re working hard, Jim’s working hard, the team’s working hard to make sure that we can accelerate our path to profitability and then from there accumulate enough cash. Those debentures by the way, we can call or as the price moves above a certain number we would expect our investors to convert into common so there will be less of a call as we move through time. And the quicker we can get to profitability, the more remote this question becomes of what do we do with that overhang of the debenture. I’m hoping by the time the three-year term is up, that will have all been converted into common shares. And I hope that answered as concisely as I could the question that was raised in the email Jim. J. James Gaynor: I think so Bob.

There are no further questions at this time. J. James Gaynor: Again I’d like to thank our shareholders and everyone who has participated on today’s call. I would also like to thank the team at LightPath Technologies for their hard work and dedication. And I look forward to updating you on our fiscal 2009 first quarter conference cal in November. If you have further questions, please feel free to contact myself or Mark McPartland or Alan Sheinwald from Alliance Advisors. Have a great day.