EXCLUSIVE LICENSE AGREEMENT

MEMORANDUM OF AGREEMENT made and dated for effect February 1, 2000.

BETWEEN:

          LUNA PRODUCTS,  INC., a limited company incorporated under the Laws of
          British  Columbia,  having its principal  office at Suite 107, 329 7th
          Street, New Westminster, BC V3M 3K9

          (the "Licensor")

AND:

          A. JAMES  EMMERSON,  Businessman  of Suite 107,  329 7th  Street,  New
          Westminster, BC V3M 3K9

          (the "Investor")

AND:

          LUNA FERTILITY  INDICATOR,  INC., a limited company incorporated under
          the laws of  British  Columbia,  having its  principal  office at 1411
          Wellington Cresent, Richmond, BC V7B 1G5

          (the "Licensee")

RECITALS:

A.   The Inventor has developed a fertility tester/indicator (the "Product") and
     he has obtained  registration  of two  intellectual  property  interests in
     respect of the Product,  particulars  of which are set out and described in
     Schedule "A".

B.   The  Inventor  has  assigned the world wide rights to market the Product to
     the Licensor;

C.   The Licensor  manufactures the Product and it is contemplated  that it will
     continue to do so;

D.   Luna Technologies  Inc., a company related to the Licensee has entered into
     a letter agreement ("Letter Agreement") with the Licensor dated January 27,
     1999 under which Luna  Technologies  Inc.  had agreed with the  Licensor to
     market the Product on a world wide basis;

E.   The Licencee  represents that it has the necessary  resources and expertise
     to market the Product on a world wide basis; and



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F.   The parties  wish to replace  the  arrangement  contemplated  by the Letter
     Agreement with a new arrangement on the terms and conditions  hereafter set
     out.

NOW THEREFORE,  in  consideration  of the premises and the mutual  covenants and
agreements  contained  herein,  the sufficiency of which is acknowledged by each
party to this Agreement, the parties agree as follows.


1.   DEFINITIONS

1.1 Wherever used in this Agreement, unless clearly indicated to the contrary by
the context, the following words will have the meanings ascribed to them in this
paragraph:

     (a)  "Agreement"  means this  agreement  made  between  the  Licensor,  the
          Inventor and the Licensee.

     (b)  "Affiliate" as used herein means any enterprise,  company a person, or
          group of persons,  whether  incorporated or not - entitled to carry on
          business in any country, which now or hereafter directly or indirectly
          controls,  is controlled  by or is under common  control with, a party
          hereto;  "Control"  requires the right to exercise the votes attaching
          to at least 10% of the  issued  voting  stock of a  corporation  or at
          least 10% ownership interest in any other Person.

     (c)  "Fertility  Indicator  Invention" means the invention which the issued
          and  pending   applications   for  industrial   designs,   copyrights,
          trademarks,   and  trade  names,  described  in  Schedule  A  and  any
          subsequent  applications  for same,  and the Technical  Information as
          defined in this Agreement, all in relation to a method for determining
          the fertility status of a female person.

     (d)  "Licensee"  means Luna  Fertility  Indicator,  Inc.,  being one of the
          parties to this Agreement.

     (e)  "Licensed Applications" means all applications for industrial designs,
          copyrights,  trademarks,  and trade  names,  submitted to any Canadian
          Intellectual  Property offices with respect to the Fertility Indicator
          Invention,  including  any  divisions  thereof  and any  supplementary
          disclosures added thereto.

     (f)  "Licensed Rights" means the Licensed Applications and any subsequently
          issued industrial  designs,  copyrights,  trademarks,  and trade names
          with respect to the Fertility Indicator Invention.



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     (g)  "License Year" means the period  beginning June 1 of any calendar year
          and ending on May 31 of the  subsequent  calendar year except that the
          first  License  Year  will be from the date of this  Agreement  to the
          following May 31.

     (h)  "Licensor" means Luna Products, Inc., being one of the parties to this
          Agreement.

     (i)  "Person"  means a corporation,  an  association,  a joint  venture,  a
          partnership, a trust, a business, or an individual.

     (j)  "Product"  means  the  product  covered  by  the  Fertility  Indicator
          Invention,  and includes all improvements and  modifications  thereto,
          and includes all related or derivative  products  developed  therefrom
          that involve a measurement of female fertility status.

     (k)  "Technical   Information"   means  any  trade  secrets,   research  or
          development  data and  know-how  relating to the  Fertility  Indicator
          Invention, whether or not patentable, and shall include engineering or
          scientific information, processes and formulae, manufacturing data and
          procedures, machinery, plant, apparatus and equipment design, reports,
          drawings,  specifications  and  blueprints  relating  to  any  method,
          product,   apparatus  or  article  used  in  producing  the  Fertility
          Indicator Invention.


2.   GRANT OF EXCLUSIVE WORLDWIDE LICENSE AND RIGHTS

2.1  Grant of  Licence.  The  Licensor  grants  to the  Licensee  the  following
worldwide exclusive rights:

     (a)  to put into use the Licensed Rights;

     (b)  to purchase all of the Product  manufactured by or for the Licensor or
          pursuant by or for under license or contract from the Licensor;

     (c)  to market, sell and distribute the Product.

2.2  Government  Approvals.  The  Parties  agree that  except for the  Licensors
application for approval under the US Food and Drug Act,  matters  involving any
licensing or approval,  that may be required by any government agency whatsoever
in  connection  with  the  marketing,  distribution,  or  sale  of the  Product,
including any studies, testing or reports that may be required by such agencies,
shall in all respects be the joint concern and  involvement  of the Licensor and
the Licensee.  However the Licensee and Licensor agree that the party initiating
the  licensing  approval  will be  responsible  for all  costs  relating  to the
application.  The  applicant  will also keep the other  party  advised as to the
progress of any application.



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2.3 Disclosure of Technical  Information.  If necessary in order to perform this
Agreement,  the Licensor agrees to disclose to the principal  executive officers
of the Licensee such Technical  Information as may be necessary in order for the
Licensee to perform  this  Agreement.  Such  disclosure  shall only be made upon
request  in writing  by the  Licensee  set out the  reasons  why such  Technical
Information  is  required  and shall not be  released  to any person who has not
executed the Licensors Confidentiality Agreement.

2.4  Confidentiality.  The Licensee  acknowledges  the proprietary  right of the
Licensor  and the  Inventor to the  Fertility  Indicator  Invention,  and to the
Product,  and to the  Technical  Information  disclosed  to it  pursuant to this
Agreement, and the Licensee covenants with the Licensor to keep confidential and
secret all business information,  including Technical Information,  disclosed to
it pursuant to this Agreement and will not use such  information for its own use
or the use of Persons who do not deal with the Licensee on an arms length basis.
The covenant of the Licensee in this paragraph  shall survive the termination of
this  Agreement  and shall endure in respect of and as long as such  information
shall not be generally known to one skilled in the art.

2.5  Restrictive  Covenant - Competing  Products.  The Licensee  covenants  that
neither it nor any person who deals directly or indirectly  with the Licensee on
an arms length basis will  manufacture,  have  manufactured  for it, or sell any
product  which is copied from the Product or which  competes with the Product so
long  as  this  Agreement  remains  in  force  and  for a  period  of two  years
thereafter.

2.6 Consultation on Manufacturers  and  Distributors.  The Licensor and Licensee
agree that the Licensor is solely  responsible for manufacturing the Product and
the Licensee is solely  responsible for marketing,  selling and distributing the
Product.  However the parties also agree that the  activities  of the other will
have a material  effect on the success of both of them. As a result the Licensor
agrees  to  consult  from  time to time  with the  Licensee  in  respect  of the
selection of  manufacturers  for the Product and the Licensee  agrees to consult
from  time to time  with the  Licensor  on the  selection  of  distributors  and
marketing  plans.  It  is  understood  and  agreed  that   notwithstanding  such
consultation  each party is entitled to carry out the activities for which it is
responsible in such a manner as it considers  appropriate and any final decision
with respect to matters which are the responsibility of such party shall be made
by such party.

2.7 Inventory  Level. The Licensor agrees to maintain a level of inventory which
in its  opinion,  acting  reasonably,  will  permit it to supply the  Licensee's
orders on a timely basis.

     The parties will  consult from time to time on the level of inventory  that
the Licensor should maintain in order to supply the Licensees orders on a timely
basis.

     If the  Licensee  does not  agree  with the  level  of  inventory  that the
Licensor  has elected to  maintain,  the  Licensee  may demand that the Licensor
establish an increased level of inventory.  If such demand is made, the Licensor
will arrange for the manufacture of such additional  Products as is necessary to
maintain the increased  level  provided that the Licensee  provides the funds as
and



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when required to maintain such increased level of inventory. The Licensor agrees
to pay interest on all amounts  advanced by the Licensee under this paragraph at
a rate per annum that is equal to 1/2 of the Royal Bank of Canada prime rate (as
defined in Section 7.1(f)). Such interest payments for each Licence Year quarter
will be made within 25 days of the end of such quarter.

     The Licensor  will not be required to maintain  any level of inventory  and
can  refuse to supply  inventory  to the  Licensee  if the  Licensee  is then in
default of any payment  obligation  under this section or any other provision of
this Agreement, whether or not a notice of default has been issued.


3.   OBLIGATIONS OF THE LICENSEE FOR THE LICENSE AND RIGHTS GRANTED

3.1 Marketing Expenses.  In consideration of the exclusive worldwide license and
rights  granted to the Licensee in  paragraph  2.1 hereof,  the  Licensee  shall
throughout  the term of this  Agreement  use its best  efforts  to  promote  the
Product and shall have during the period February 1, 1999 and September 30, 2000
incurred direct  marketing and promotional  costs of not less than  $250,000.00.
Costs  incurred by Luna  Technologies  Inc.  prior to the date of this Agreement
shall be included in this  calculation.  The  marketing  costs will  include the
advances of $40,000 USD made by the  Licensee or Luna  Technologies  Inc. to the
Licensor  for its own use and  business  purposes,  and shall  include the costs
incurred in connection  with altering the colour and the design of the container
of the Product,  as first agreed by the Licensor and the Licensee.  The Licensee
confirms  that the  Licensor's  obligation  to  reimburse  the  Licensee or Luna
Technologies  Inc. for the aforesaid advance of $40,000 USD is hereby cancelled.
Licensee  will  provide  details  and  amounts  of  the  direct   marketing  and
promotional  costs for the period prior to September 30, 1999. Such  information
will be included with the quarterly  reports  contemplated  by section 3.2 and a
separate report for September 2000 will be provided by October 25, 2000.

3.2 Quarterly  Marketing  Reports.  Licensee  agrees to provide a written report
within 25 days of the end of each Licence Year quarter  detailing  its marketing
activities  in such  quarter  and  detailing  its  business  plan for  marketing
activities  for the  forthcoming  quarter.  For those Licence Years prior to the
Licence Year in which the Licensee is required the purchase of a minimum  annual
quantity  pursuant  to Section 4.6 such  reports  shall be provided on a monthly
rather than a quarterly  basis and will be provided within 15 days after the end
of each month.

Such reports shall include the following information:

     (a)  a summary of marketing  activities  on a country by country  basis for
          the immediately preceding quarter which identifies:

          (i)  sales of units during such quarter;

          (ii) marketing  activities  undertaken by Licensee or  representatives
               during such quarter;



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                                      -6-


          (iii) average selling price per unit payable to Licensee;

     (b)  a summary of marketing  activities  on a country by country  basis for
          the current quarter which includes:

          (i)  estimates  of sales of units  for such  quarter  (or such  longer
               period as the  Licensee  considers  appropriate)  and estimate of
               selling price per unit;

          (ii) intended  marketing  activities planned for such quarter (or such
               longer period as Licensee considers appropriate).

     (c)  such additional  information relating to the Product and the marketing
          of same as the Licensee in as discretion considers appropriate.

3.3  Termination  of Letter  Agreement.  The Licensee  will on execution of this
Agreement  deliver to the Licensor a release by Luna Technologies Inc. of all of
its interest as Licensee under the Letter  Agreement  dated January 27, 1999 and
all claims it may have  against the  Licensor,  its  servants  and  agents.  The
Licensor  confirms  that on  delivery  of such  release  it  will  release  Luna
Technologies Inc. of all claims it may have against Luna Technologies  Inc., its
servants and agents.


4.   PRODUCT PRICING RULES AND PAYMENT

4.1 Selling Price to Third  Parties.  The Licensee  shall have the sole right to
determine and set or adjust,  from time to time,  the price at which the Product
shall  be  sold  to  third  parties,  and  the  Licensor  acknowledges  that  it
understands  that there may be  varying  prices for the  different  third  party
markets.

4.2 Purchase from  Licensor.  The Licensee  shall purchase the Product only from
the  Licensor  and such  purchases  will  only be for  re-sale  to  third  parry
wholesalers, distributors, or retail consumers.

4.3 Purchase  Price.  The Licensee shall pay the Licensor the following  amounts
(the "purchase price") for the Product:

     (a)  for the  first  35,000  units  of  Product  during  the  Licence  Year
          commencing  June 1,  1999  the sum of  $12.50  per  unit  which  price
          includes the cost of packaging  (i.e. new packaging  which the parties
          have approved prior to the date of this Agreement) and delivery to the
          Licensee's  premises at Richmond,  B.C. If the Licensee  determines at
          any time that the  manufacturer's  existing packaging is not suitable,
          the  cost  to  replace  existing  packaging  shall  be  bourne  by the
          Licensee.



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                                      -7-


     (b)  for the first  35,000 units  during each  subsequent  Licence Year the
          price  of  $12.50  per  unit  will  be  increased  or  decreased  by a
          percentage  equal  to  the  percentage  increase  or  decrease  in the
          consumer price index (all items - British  Columbia)  between March of
          the immediately preceding Licence Year and March, 1999;

     (c)  for Product in excess of 35,000 units in any Licence Year the sum of

          (i)  the Licensors cost of  manufacturing  such Product  calculated in
               accordance   with  generally   accepted   accounting   principles
               including a  reasonable  allocation  forte costs of the  Licensor
               attributable to Licencing, transportation and packaging;

          (ii) a royalty equal to 10% of the selling price of the Product by the
               Licensee;

4.4 Payment Date. Until such time as the purchaser has placed and paid for three
orders of 1000 units or more,  the purchase  price for the Product shall be paid
by the Licensee on delivery from Licensor of its order to purchase  Product.  If
payment is not paid on delivery,  then the Licensor  shall be entitled to refuse
to deliver  Product.  Thereafter,  the Licensor  agrees that the purchase  price
shall be payable 30 days after delivery.  In the event there is a default at any
time in payment of the purchase price,  the full amount of the purchase price on
all subsequent orders will, unless the Licensor otherwise agrees in writing,  be
due on delivery.

4.5  Definition of Unit.  The Licensor and the Licensee agree that a unit of the
Product is one Fertility Indicator. A unit also includes the box and explanatory
insert.

4.6 Minimum Annual Purchase. There shall be no minimum purchase obligation until
the first Licence Year  commencing  after the licencing of the Product under the
US Food and Drug Act. The minimum purchase obligation shall thereafter be:

     (a)  30,000 units in the first Licence Year following approval:

     (b)  50,000 units in each subsequent Licence Year.

4.7  Failure to Purchase  Minimum  Annual  Quantity.  If the  Licensee  fails to
purchase the minimum  annual  quantity in any Licence Year,  the Licensor  shall
subject to the  remedial  right of the Licensee as provided in this Section 4.7,
be entitled for a period of 180 days from the end of such Licence Year to either
terminate this Licence  Agreement or terminate the exclusivity of the Licensee's
rights under Section 2.1.

     Licensee shall have the right, to be exercised within 30 days of the end of
a Licence Year in which a default has  occurred to purchase a quantity  equal to
the shortfall. Such payment shall be made as follows:



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                                      -8-


     (a)  an amount per unit  equal to the  amount set out in section  4.3(a) or
          (b) for the Licence  Year in which the  shortfall  occurred,  less the
          average cost of manufacture  for such year which payment shall be made
          at the time such right is exercised;

     (b)  the  prevailing  price at the time the Licencee takes delivery of such
          Product is delivered  less the amount  previously  paid under  Section
          4.7(a) which payment shall be made within 30 days of delivery.

     The  Licensee  shall  be able  to take  delivery  of the  shortfall  in any
subsequent  License Year following  purchase of the minimum annual  quantity for
such License Year.

4.8 Royalty  Non-Arms  Length Sales.  Sales or transfers of Product  between the
Licensee  and persons who do not deal with the  Licensee on an arms length basis
shall not be deemed to be a sale for the purposes of calculating  the royalty in
section 4.3(c).  Instead the Purchase Price on the first subsequent sale made on
an arms length basis shall be used for the purposes of the royalty calculations.

4.9 Samples. The Licensor shall provide the Licensee with such number of samples
of the  Product  as the  Licensee  may  reasonably  require.  The price for such
samples shall be the Licensor's  cost of  manufacturing  calculated  pursuant to
section 4.3(c)(i).  Such purchases way only be used for promotional distribution
without  charge.  Licensor  shall be entitled to mark the samples of Product and
packaging  to identify  that they are being  supplied as samples and are not for
resale.

4.10 Returned Goods. The Licensor agrees to provide  replacements free of charge
for all units of Product  returned by the  Licensee to the  Licensor  because of
defects in manufacture or packaging of the Product.


5.   ROYALTY - INVENTOR

5.1 Amount.  In addition  to the amount to be paid by the  Licensee  pursuant to
Section 4.3 of this Agreement,  the Licensee shall pay a royalty of $1.00 to the
Inventor for each unit of Product sold. The Inventor agrees to waive his royalty
in respect to units  supplied  as samples  under  Section  4.9 if such units are
distributed without charge for promotional purposes.

5.2 Payment Date. Payment of such royalty shall be made on the same terms as are
applicable to payment of the purchase price as set out in Section 4.4 unLess the
Inventor and Licensee agree in writing to an alternate payment arrangement.

5.3  Returned  Goods.  No royalty  will be  payable  on a unit of Product  which
delivered to the Licensee by the Licensor as a  replacement  pursuant to Section
4.10.



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                                      -9-


6.   PRIVATE LABELLING

6.1  Conditions  for  Private  Labeling.  The  Licensee  shall have the right to
purchase  from  the  Licensor  if it  receives  an  order  from an  arms  length
distributor  who wishes to market and sell the Product  under a  different  name
provided that:

     (a)  the  Licensor's   name  and  Product  logo  and   identification   are
          significantly maintained on the packaging of the Product;

     (b)  the main  components and  description of the Product are maintained on
          the packaging of the Product;

     (c)  the Licensee  endeavours to obtain the consent of the distributor that
          it  will  identify  the  Product  logo  and   identification   in  its
          advertising; and

     (d)  the Licensee  reimburses  the Licensor  for the  additional  labelling
          costs at the time of delivery  if the  Licensor is required to pay any
          costs related to the private labelling.

6.2 Notice.  The Licensee shall provide the Licensor with as much advance notice
of such private labeling as possible so that the Licensor can make the necessary
changes to the label and  packaging  for the Product.  The Licensor  will not be
held  responsible  for delay if it has not  confirmed the delivery date prior to
receipt of the purchase order.

6.3 Special  Circumstances.  It is  understood  and agreed by the  parties  that
proposals from persons  requesting  private  packaging will  frequently  involve
requests for other special terms and conditions. The parties agree to treat such
transactions  on a case by case basis and work  together  in good faith with the
view of negotiating a mutually acceptable  agreement with such persons.  Neither
party will,  however,  be required to enter into an  arrangement  which contains
terms and conditions which are different from this Agreement if it does not wish
to do so.

7.   RECORDS AND REPORTING OBLIGATIONS OF THE LICENSEE

7.1  Records,  Reports and  Inspections.  In order that the payments for Product
pursuant to Section 4 of this  Agreement  may be verified by the  Licensor,  the
Licensee  agrees that it will cause  itself and persons who do not deal with the
Licensee on an arms length basis who have purchased the Product:

     (a)  to keep and  maintain  clear and  accurate  books and records of their
          resales of the Product to every  purchaser,  including  the full name,
          address and telephone number and the category of the purchaser and the
          resales in the case of non-arms length  purchasers  (provided that any
          information relating to non-commercial purchasers is



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                                      -10-

          confidential  and cannot be  disclosed  by the  Licensor  without  the
          consent in writing of the Licensee);

     (b)  to provide to the Licensor,  on or before the fifteenth day of each of
          September,  December,  March,  and June, in respect of the immediately
          preceding  Licence  Year  quarter,  a written  statement  (the  "Sales
          Report"), signed by a duly authorized officer of the Licensee, showing
          the detail described in the immediately preceding sub-clause;

     (c)  to permit the  Licensor,  not more than once during each License Year,
          or its  authorized  representative,  to have access,  during  ordinary
          business  hours,  to examine  such books and records  presented by the
          Licensee  and  persons  who do not deal with the  Licensee  on an arms
          length basis to verify the Sales Report;

     (d)  the  Licensor  shall  have the  right  for a period of three (3) years
          after  receiving a Sales  Report to inspect the said books and records
          of the Licensee and the persons who it does not deal with,  on an arms
          length basis for the three (3) year period prior to such Sales Report.
          The  failure of the  Licensor to request an  examination  of any Sales
          Report will be deemed to be  acceptance  of the accuracy of such Sales
          Report,  and the  Licensee  shall have no  obligation  to maintain any
          records pertaining to any Sales Report beyond a three (3) year period.

     (e)  the costs of any  examination  referred to above shall be borne by the
          Licensor unless the report of its representative  shows that the Sales
          Report has  understated the total selling price of the Product by more
          than five  percent  (5%),  in which case the costs of the  examination
          shall be paid by the Licensee.

     (f)  in  the  event  the  said  examination  reveals  any  underpayment  of
          royalties  or other amount due to the  Licensor or the  Inventor,  the
          Licensee  will  promptly pay to the  Licensor  and/or the Inventor the
          full amount of that  underpayment  together with  interest  thereon at
          rate per annum which is five percent (5%) per annum above the interest
          rate  designed  by the  Royal  Bank of  Canada  as its  prime  rate on
          Canadian dollar loans calculated from the time the underpayment should
          have been paid to the date of payment.

8.   ASSIGNMENT OF AGREEMENT

8.1 Effect of  Assignment.  When assigned in  accordance  with this section this
Agreement,  and all rights,  obligations and duties  hereunder will enure to the
benefit of and will be binding on the assignees or successors in interest of the
parties.


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                                      -11-


8.2 Restriction on Assignment. The Licensor and the Licensee each have the right
to assign its rights,  obligations and duties under this Agreement provided that
it has first obtained approval from the other, it being agreed that such consent
by the other shall not be unreasonably  withheld. The assignor shall continue to
be responsible to the other for any obligations and duties under this Agreement

9.   SUB-LICENSES AND SUB-CONTRACTS

9.1 Prohibition on Sublicensing. The rights and license granted to this licensee
do not confer to the  Licensee the right to grant to others the right or license
to use or sell Product.  It is understood and agreed,  however,  that purchasers
from the  Licensee  of  Product  may use,  or re-sell  for use by  others,  such
Product.  It is further  agreed that the Licensee  shall have the right to enter
into  written  sub-contracts  with third  Persons  pursuant to which one or more
sub-contractors may be authorized to re-sell the Product.

10.  TERM AND RIGHT TO EXTEND

10.1 Term.  The term of this Agreement  shall be 15 years,  commencing as of the
date first set forth above and, unless earlier terminated as provided herein, it
shall continue to have effect until May 31st, 2014,  unless extended pursuant to
clause 10.2 of this Agreement.

10.2 Extension.  Provided that it is not in default, the Licensee shall have the
right and option to extend  the Term of this  Agreement  for two (2)  individual
consecutive  additional  terms of five (5)  years  each,  on the same  terms and
conditions as are contained in this  Agreement,  and each  commencing on the day
immediately  succeeding  the  expiration of the term of this  Agreement  then in
effect and shall end at  midnight  of the day  immediately  preceding  the fifth
(5th) anniversary of the first (lst) day of such term.

10.3 Date to Exercise Extension. The right to extend the term shall be exercised
by written  notice to the  Licensor  not less than six (6)  months  prior to the
expiration  of the term of this  Agreement  then in  effect.  The giving of such
notice  to the  Licensor  shall  automatically  extend  this  Agreement  for the
extended term, and no instrument of extension need be signed by the parties.

10.4 Failure to Exercise Extension. In the event that the Licensee fails to give
such  notice  to  the  Licensor  to  extend  the  term,   this  Agreement  shall
automatically  terminate at the end of the term then in effect, and the Licensee
shall have no further right to extend this Agreement.



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                                      -12-

11.  EARLY TERMINATION

11.1 Breach of Financial Obligation. If the Licensee, at any time, fails to make
any  payments  hereunder  when due, or fails to provide to the  Licensor a Sales
Report  required  under this Agreement when due and the Licensee fails to remedy
such default  within 10 days after  receipt of written  notice  thereof from the
Licensor, the Licensor may, at its sole option,  terminate this Agreement.  If a
default arises from failure to make a payment when due then such fault shall not
be considered to have been cured unless such payment includes  interest from the
due  date to the date of  payment  at a rate per  annum  equal to Royal  Bank of
Canada  prime rate (as defined in Section  7.1(f))  plus 5%  included  with such
payment.  Such  termination  is without  prejudice to other  remedies  which the
Licensor may have.

11.2  Breach of Other  Obligations.  If either  party is in default of any other
obligation  under this Agreement  other than a breach under Section 11.1 and the
defaulting  party  fails to correct  such  default  within 30 days of receipt of
written  notice  from the  other,  the  injured  party  may at its  sole  option
terminate  this  Agreement.  Such  termination  is  without  prejudice  to other
remedies which the injured party may have.

11.3 Insolvency.  In the event that the Licensee shall be liquidated,  or become
insolvent, or shall make an assignment for the benefit of its creditors, or that
a receiver or receiver-manager  shall be appointed for it or its assets, or that
a petition in  bankruptcy  shall be filed by or against it, the Licensor may, at
its sole option at any time thereafter,  forthwith Terminate this Agreement upon
written notice to the Licensee.

11.4  Prohibition of Sales.  Upon the early  termination of this Agreement,  the
Licensee agrees to cease all sales of Product.

11.5 Effect on Existing Liabilities. Termination of this Agreement for any cause
shall not relieve the Licensee or Licensor of its  obligations  and  liabilities
existing at or accruing to the time of termination.

12.  MODIFICATION AND WAIVER

12.1 Requirements. No cancellation, modification, amendment, deletion, addition,
or other change in this  Agreement  or any  provision  hereof,  or wavier of any
right or remedy  herein  provided,  shall be  effective  for any purpose  unless
specifically  set forth in writing signed by the party to be bound  thereby.  No
waiver  of any  right or  remedy in  respect  of any  occurence  or event on one
occasion  shall be deemed a waiver of such  right or remedy in  respect  of such
occurrence or event on any other occasion.


<PAGE>
                                      -13-


13.  REPRESENTATION AND WARRANTIES

13.1 Limitation. Nothing in this Agreement shall be construed as:

     (a)  a warranty or  representation  by the  Licensor as to the  validity or
          scope of the Canadian Intellectual  Property Interests  registrations;
          and

     (b)  a warranty  or  representation  that  anything  made,  used or sold or
          otherwise  disposed  of under this  Agreement  is or will be free from
          infringement of patents owned by third parties.

13.2  Representations  by Licensor.  The Licensor warrants and represents to the
Licensee as follows:

     (a)  no person, firm or corporation,  other than the Licensor and Licensee,
          has  any  agreement  or  option  or a right  capable  of  becoming  an
          agreement for the purchase or licensing of the Product or the Licensed
          Rights;

     (b)  the  Licensor  holds a  licence,  irrevocable  during the term of this
          Agreement  and  any  extensions  thereto,  from  the  inventor  of the
          Fertility  Indicator  Invention,  being Alfred  James  Emmerson of New
          Westminster,  BC, of all requisite rights,  present and future, to the
          intellectual  property interests that involve the Fertility  Indicator
          Invention, and has the right to enter into this Agreement.

     (c)  the Licensor has good and marketable title to all of the Product which
          it sells to the Licensee hereunder;

     (d)  so long as this Agreement remains in force, the Licensor will not sell
          its Product to any Person except the Licensee.


14.  AGENCY

14.1 No Agency.  The  Licensor  and  Licensee  recognize  and agree that each is
operating as an independent  contractor  and not as an agent of the other.  This
Agreement will not constitute a partnership or joint venture and no party can be
bound by the  other to any  contract,  arrangement  or  understanding  except as
specifically stated herein.


<PAGE>


                                      -14-


15.  PUBLICITY

15.1  Restriction  on Publicity.  Subject to each party's prior right to approve
the correctness of the content of any public announcement,  such approval not to
be  unduly  delayed,  the  Licensor  and the  Licensee  shall  have the right to
announce to the public the existence of this  Agreement,  including the identity
of the  other  party to it and its  general  terms,  but both the  Licensor  and
Licensee  agree that all Financial  Information  shall remain  confidential  and
shall not be disclosed  by either  party,  its  officers or employees  before or
after expiry of this Agreement except as required by law or as required in order
to obtain  advice from its  professional  advisors  provided  such  advisors are
required by law or agreement to keep such information confidential.


16.  NOTICES AND PAYMENTS

16.1 Procedure.  All communications among the parties with respect to any of the
provisions of this Agreement shall be in writing.  Such  communications  and all
payments  payable under this Agreement shall be sent by either  registered mail,
courier, personal delivery or facsimile transmission to the addresses set out in
this Agreement or to any other address as may be specified,  in writing,  by the
party who changes its address. All written  communications shall be deemed to be
received by the addressee on the following dates

     (a)  if by registered  mail:  five (5) business days after  dispatch by the
          notifying party;

     (b)  if by courier or personal  delivery:  on the day following the date of
          delivery upon the party to receive such notice;

     (c)  if by  facsimile  transmission:  on the  day  following  the  date  of
          transmission to the party to receive such notice.

16.2 Notice to Lawyers.  If either  party  elects to send a notice of default or
notice of  termination  to the other  party  pursuant to any  provision  of this
Agreement,  a copy of such notice will be delivered pursuant to the procedure in
Section 16.1 to such other party's lawyer as designated from time to time. Prior
to such  designation the Licensor's  lawyers will be Davis & Company (Douglas C.
Morley) and the  Licencee's  lawyers  will be Mitchell  Welters Law  Corporation
(Mitch Welters).


17.  JOINT PREPARATION

17.1 No  Contra  Preferendum.  This  Agreement  shall be  deemed  to be  jointly
prepared by the parties,  and any ambiguity herein shall not be construed for or
against any party.



<PAGE>

                                      -15-


18.  GOVERNING LAW AND CURRENCY

18.1  Applicable  Law.  This  Agreement  shall be construed and  interpreted  in
accordance  with the laws of the  Province of British  Columbia  and the laws of
Canada  applicable  therein.  Each  of  the  parties  agree  to  attorn  to  the
jurisdiction  at any Court  within  the  Province  of  British  Columbia  having
jurisdiction over this Agreement.

18.2 Applicable Currency.  All sums or funds referred to in this Agreement shall
be in Canadian dollars

19.  HEADINGS

19.1  Interpretation.  No  account of the  headings  to the  paragraphs  of this
Agreement will be taken when interpreting the meaning thereof.

20.  MULTIPLE COPIES

20.1  Counterparts.  This Agreement may be signed in any number of counterparts,
each of which shall be deemed to be an original,  but together shall  constitute
but one instrument.

21.  AUTHORITY TO ENTER INTO AGREEMENT

21.1 Authorized Signatories. The undersigned signatories represent that they are
authorized to sign this  Agreement on behalf of the respective  parties  hereto.
Each party has relied upon that representation in entering into this Agreement.

22.  TIME

22.1 Time of Essence.  Where expressed in this  Agreement,  time shall be of the
essence.


23.  ENUREMENT

23.1  Enurement.  This Agreement and each and every one of its provisions  shall
extend to and be binding  upon the  respective  administrators,  successors  and
assigns of the parties hereto.


<PAGE>

                                      -16-


24.  ENTIRETY OF AGREEMENT

24.1 Entire Agreement. This Agreement constitutes the entire agreement among the
parties hereto  respecting the subject matter hereof and supersedes all prior or
contemporaneous  negotiations,  agreements and understandings whether written or
oral. It is understood  and agreed that the Letter  Agreement  dated January 27,
1999 and all amendments is terminated as of the date hereof.


25.  INVENTORS RIGHTS AND OBLIGATIONS

25.1 Representations by Inventor. By execution of this Agreement, the Inventor
represents that:

     (a)  he has  irrevocably  granted the Licenser with a Licence to market the
          Product.

     (b)  the said  invention  is  properly  described  and  identified  in this
          Agreement.

     (c)  the said  Licence  will permit the  Licensor to grant the Licensee the
          licence provided for by this Agreement.

     (d)  Luna  Products  Inc.  holds the  rights  and  entitlement  to the said
          invention  for at least  the  term of this  Agreement,  including  any
          extension of time.

     (e)  he acknowledges that the Licensee is relying on the representations in
          entering into this Agreement with the Licensor.

25.2 Representations by Licensee. Licensee represents to the Inventor that:

     (a)  it will pay the Inventor the royalty of $1.00 per unit  purchased from
          the Licensor at the times provided by this Agreement.

     (b)  it is understood  that the Inventor is relying on the  representations
          of the Licensee in entering into this Agreement


<PAGE>


                                      -17-


26.  SEVERABILITY

26.1 Effect of Invalid Provision.  All terms and conditions hereof are severable
and the  invalidity,  illegality  or  unenforceability  of any term or condition
shall not affect the validity, legality or enforceability of the remaining terms
and conditions.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.

EXECUTED at Vancouver, BC, the 11th day of February, 2000.

LUNA FERTILITY INDICATOR, INC.          LUNA PRODUCTS, INC.

Per: /s/ [ILLEGIBLE]                    Per: /s/ A. James Emmerson
--------------------------------        ----------------------------------
Authorized Signatory                    Authorized Signatory



                                        /s/ A. James Emmerson
                                        ----------------------------------
                                        A. James Emmerson




<PAGE>


                                  SCHEDULE "A"

                      to the Exclusive Licensing Agreement
                                     between
                       Luna Products, Inc. (Licensor) and
                    Luna Fertility Indicator. Inc. (Licensee)


Description of Intellectual Property Interests,
Copyrights,  Trademarks,  Trade names, Industrial Designs

Registered:    Trademark No. TMA 519,478,  dated  November l7th, 1999 for LUNA &
               DESIGN File No. 880669

Design Patent: Industrial Design Patent for "Mini-Microscope Fertility Indicator
               - Portable" No. 88002 dated October 29, 1999