This Agreement made this      15th day of  October 1999

                                             BETWEEN:

      Douglas Sinclair of the City of Coquitlam, in the Province of British
      Columbia, Canada
                  (hereinafter referred to as the "Vendor")

                                                OF THE FIRST PART
                                       And

      Luna Technologies  International  Inc., a body corporate having a place of
      business at the City of Seattle in the State of Washington USA
                  (hereinafter referred to as the "Purchaser")

                                                OF THE SECOND PART

Whereas  the  Vendor  is the  owner  of the  processes,  batching  formulations,
manufacturing processes for the production and manufacturing of photoluminescent
products  including all research and development  expended on such technology to
the date hereof (all hereinafter  referred to as "the  proprietary  technology")
and is the assignee of the following related trademarks:

o    "LUNA"  Photoluminescence  PVC  sheets and rolls  primarily  for use in the
     manufacture  of signage,  evacuation  and  wayfaring  systems and secondary
     lighting sources in International Class 17

o    "LUNAPLAST" Photoluminescence PVC sheets and rolls primarily for use in the
     manufacture  of signage,  evacuation  and  wayfaring  systems and secondary
     lighting sources in International Class 17

Whereas the  Purchaser is desirous of  promoting,  distributing  and selling and
having  manufactured  for  it  photoluminescent  products  and  is  desirous  of
acquiring  from the Vendor  all right,  title and  interest  to the  proprietary
technology and the related trade marks and to  manufacture or have  manufactured
for it, sell, distribute and put into commercial use the proprietary  technology
hereinbefore  referred  to and to exploit  the  proprietary  technology  and the
processes,  trade secrets,  manufacturing  techniques and knowledge owned by the
Vendor.

NOW WITNESSETH THEREFORE IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS, AND
REPRESENTATIONS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:

Article 1.1 DEFINITIONS

(a)   "Business  Day"  means any day  except  Saturday  or Sunday or any  public
      holiday customarily observed in the Province of British Columbia.

(b)   "Confidential  Information" means the records and anything relating to the
      Photoluminescent  products  which  are  the  subject  of  the  proprietary
      technology referred herein or to the Vendor's batching formulas, processes
      or any written  communication,  technical  report  which is  disclosed  by
      either of the parties to the other and clearly marked as "Confidential".

<PAGE>

(c)"Vendor's  Documents"  consists  of the  copyrights,  trade  marks,  batching
     formulas, manufacturer and supplier lists, service and consultant contracts
     currently  or  previously  used by the Vendor,  technical  reports,  patent
     applications  and any other similar  rights  relating to the products which
     are established before or after this Agreement is signed.

(d)   "Proprietary  Technology" means the batching  formulations,  manufacturing
      processes  and  all-proprietary   technology,   research  and  development
      associated therewith in the development of the Photoluminescent Products.

(e)  "Closing  Date" shall mean:

      (i) The 15th day of November  1999.
     (ii) Such other earlier date as the Parties hereto may mutually agree.

(f) "Effective Date" shall mean the 15th day of October 1999.

Article 1.2 - SALE OF MATERIAL AND PROPRIETARY TECHNOLOGY

The  Vendor  agrees  to sell and the  Purchaser  agrees  to  purchase  as at the
Effective  Date,  at and for the price of Sixty  Thousand  Dollars USD  ($60,000
USD), all of the Vendor's  documents and proprietary  technology,  and which for
greater  clarity but without in any way  restricting  the foregoing  definition,
shall  include:

(a)  the documents and  proprietary  technology  and processes of  manufacturing
     Strontium Aluminate (SrAl) based photoluminescence products.

(b)  the rights to those  contracts  with  various  consultants,  manufacturers,
     suppliers of goods,  wares,  merchandise,  suppliers and services currently
     used by the Vendor.

(c)  the rights to all customer lists, technical documents, and contracts of the
     Vendor.

(d)  all licenses,  permits and other  regulatory  authorizations  issued by the
     government.

(e)  The  trademarks  described  as "LUNA"  and  "LUNAPLAST"  (a copy of each is
     cumulatively attached as Schedule "A").

The Purchaser hereby acknowledges that the documents and proprietary  technology
herein purchased is being purchased  without any  representation  or warranty by
the Vendor.

 Article 2.0 UNDERTAKING BY THE VENDOR

(a) The  Vendor  undertakes  not to sell or  otherwise  in any way  alienate  or
    dispose of the documents and  proprietary  technology  referred to herein to
    any other person, firm, or corporation.

Article 3.0 EXAMINATION AND VERIFICATION

The Purchaser shall have the right during the period from the date hereof to the
date of  closing  to  verify or cause to be  verified  the  representations  and
warranties  set out  herein  below,  and to  examine  all,  documents,  records,
accounts and files of the Vendor.  Any such examination  shall not prejudice the
Purchaser's  right with respect to any of the Purchaser's  right with respect to
any claims for breach of any such  representations  and warranties.

<PAGE>

 Article 4.0 TERMINATION

If prior to the Closing Date:

(a)  The  examination  and  verification by the Purchaser or on its behalf shall
     reveal  that the  representations  and  warranties  set out  herein are not
     accurate or true, or

(b)  Any  condition  which is to be fulfilled  by the Vendor  before the Closing
     Date is not so fulfilled and the Purchaser has not waived its fulfillment,

The Purchaser  shall give the Vendor  immediate  notice in writing of such fact,
giving the pertinent details known to the Purchaser in respect thereof,  and the
Closing Date shall then be postponed  for a period of Seven (7) days and if such
breach or failure  complained  of is not  remedied  within Five (5) days of such
notice,  the  Purchaser,  at its option,  within Two (2) days from the expiry of
said delay of Five (5) days, may terminate the Agreement by notice in writing to
the Vendor,  whereupon the  transaction  contemplated by this agreement shall be
cancelled  ab initio  and the  Parties  hereto  will be  reinstated  to the same
position in which they were prior to the date hereof;  Provided however, that in
the event the Purchaser does not then so terminate the  Agreement,  the decision
not to terminate the Agreement  shall not prejudice the  Purchaser's  right with
respect to any claims for breach of the said representations and warranties.

Article 5.0 DELIVERY AT CLOSING DATE

Unless the Agreement  shall have been  terminated by the Purchaser  prior to the
Closing Date pursuant to Article 4.0 hereof:

(a)   The Purchaser shall:

(i)  deliver to the Vendor on the date for closing at the place for  closing,  a
     promissory  note in the sum of Sixty  Thousand  Dollars USD ($60,000  USD),
     which sum shall be due and payable  without  interest on or before the 31st
     day of October 2000.  The  Purchaser  shall have the right to prepay any or
     the entire said sum without notice or bonus.

(ii) deliver to the Vendor on the date for closing at the place for  closing,  a
     certificate signed by the Directors that all necessary corporate action has
     been  undertaken  to  approve,  confirm  and adopt  this  agreement  and to
     authorize  the  execution  and  delivery  of all  documents  herein and the
     performance of acts and consumation of all  transactions on the part of the
     Purchaser to be done or performed hereunder.

Article 6.0 REPRESENTATIONS FOR PURCHASER'S BENEFIT

6.1   The documents,  trademarks and proprietary  technology  hereby sold to the
      Purchaser at the Effective  Date and on the Closing Date shall be free and
      clear of all encumbrances, claims, charges and other third party rights or
      interest  and the Vendor  has the full  unfettered  authority  to sell the
      documents and proprietary technology to the Purchaser.

6.2   The Purchaser  shall not be deemed by this  agreement to have accepted any
      obligation or assumed any obligation or responsibility  for the payment of
      any debt, obligation,  liability,  claim or demand of whatsoever nature of
      or against the Vendor.

6.3  All of the  representations  and warranties  hereby made by the Vendor
     and to be made by the Vendor at the Closing Date and all of conditions
     contained  herein  to be  performed  by the  Vendor  shall  be for the
     Purchaser's benefit and the Purchaser shall have the right at any time
     to waive  the same  without  prejudice  to any of its  recourses  with
     respect   to  any  other   breaches   by  the   Vendor.   All  of  the
     representations and warranties contained herein and made by the Vendor
     shall survive the Closing Date.

<PAGE>

Article 7.0. COVENANT NOT TO COMPETE

It is understood  and agreed that the Vendor shall not,  directly or indirectly,
whether on his  account or as an  employee,  consultant,  partner,  officer,  or
director of any other person,  firm,  partnership  or  corporation be engaged or
interested  in any business  which  incorporates  the use of the  documents  and
proprietary  technology sold to the Purchaser by the Vendor for a period of Five
(5) years from and after the closing date.

Article 8.0 REDUCTION IN PURCHASE PRICE FOR BREACH

It is understood and agreed that any recourse in favor of the Purchaser arising
   from:

     (a)  Any claims the cause of which originated prior to the Closing Date and
          any loss that might be sustained  subsequent to the Closing Date, as a
          result  of   undisclosed   liabilities  or  claims  by  third  parties
          generally,  to the extent that said loss is not covered by  insurance,
          and as a result of any  misrepresentations or warranties by the Vendor
          herein,

shall be  exercised  against  but not  limited  to the  balance  (if any) of the
purchase  price and shall  operate in reduction of same  provided  that,  in the
event any such  claim  shall be made or any loss  shall be  sustained,  then the
Purchaser shall give the Vendor notice in writing of such claim or loss, and the
Vendor shall be afforded  reasonable  facilities for investigating such claim or
loss, and the Purchaser shall act in accordance  with the Vendors  instructions,
if the Vendors  instructions  are communicated to the Purchaser in ample time to
enable the Purchaser to take  appropriate  action,  or, failing  receipt of such
instructions,  as the Purchaser may deem expedient in the circumstances;  and if
the  Purchaser  then pays any  amount in  settlement,  including  penalties  and
interest,  if  any,  and  for  legal  and  accounting  services  in  respect  of
negotiations for settlement thereof or by way of costs upon or in respect of the
contestation  thereof,  and the Vendor shall not have paid the  Purchaser,  upon
demand,  the  purchase  price  to  be  paid  to  the  Vendor  shall  be  reduced
proportionately  by the amount that the sum paid by the  Purchaser  bears to the
value  of the  material  and  proprietary  technology  sold at the  date of this
agreement.

Article 9.0 POST CLOSING OPERATIONS

The  Parties  agree  hereto,  that the  Vendor  shall  after the date of Closing
testify in any legal  proceeding,  sign all lawful  papers,  execute  all lawful
divisional,   continuation,   and  reissue   applications,   make  all  rightful
declarations or oaths, and do everything  lawfully possible to aid the Purchaser
and its successors and assigns, to obtain and enforce proper protection for said
proprietary technology and trade marks in this or any foreign country.

Article 10.0 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The  Purchaser  shall  deliver to the Vendor at the Closing  Date a  certificate
signed by the  Directors  of the  Purchaser  to the  effect  that the  following
representations  and  warranties  which the  Purchaser  is hereby  making to the
Vendor,  are true and correct as at the Closing  Date.

     (a)  The Purchaser is a corporation duly organized,  validly existing,  and
          in good  standing  under  the laws of the State of  Delaware,  has all
          necessary  corporate powers to own properties and carry on a business,
          and is qualified to do business in Delaware.  All actions taken by the
          Incorporators,  Directors and  Shareholders of the Purchaser have been
          valid and in accordance with the laws of the State of Delaware.

<PAGE>

Article 11.0 CLOSING

The closing  shall take place at the #61A  Fawcett  Road at  Coquitlam,  British
Columbia,  at 10:00 a.m.  on  November  15th,  1999 or such other date as may be
agreed upon by the Parties.

Article 12.0 NOTICE

Any  notice to be given  hereunder  shall be  deemed to have been duly  given if
reduced to writing,  signed by or on behalf of the Party  giving such notice and
delivered by hand or mailed by registered mail, postage prepaid and addressed as
follows:

     (a)  If for the  Purchaser,  at:  4714  Ballard  Avenue  NW #300,  Seattle,
          Washington USA

     (b)  If for the Vendor, at: #2 - 2773 Barnet Highway, Coquitlam BC, Canada

and if mailed,  such notice  shall be deemed to have been  received on the fifth
business day next following the date of mailing.  Any Party may, by notice given
in accordance with the foregoing,  change their address for the purposes of this
clause.

Article 13.0 HEADINGS

The  headings  of the  Articles  and  paragraphs  are  intended  to be  used  in
conjunction  with the Index for reference  only.  Nothing is to be inferred from
the headings themselves.

Article 14.0 APPROVALS

Each Party may be asked to give their  approval  before some things can be done.
Neither of the Parties will  unreasonably or arbitrarily  delay giving or refuse
to give their approval. The Parties will answer a request to give their approval
within five (5)  business  days.  Failure to answer will mean that the  approval
requested has been given.

Article 15.0 TIME

The Parties  will act  promptly and if something is required to be done within a
stated period of time or by a date, the parties will adhere to that  requirement
exactly.

Article 16.0 ONLY AGREEMENT

This document sets forth the entire  agreement and  understanding of the Parties
relating  to the  subject  matter  herein and merges all prior  discussions  and
negotiations between the parties or their  representatives.  Neither party shall
be bound by any  conditions,  representations  or warranties with respect to the
subject matter of this agreement  other than as expressly  provided herein or as
duly set  forth  subsequent  to the date  hereof  in  writing  signed  by a duly
authorized representative of the party to be bound thereby.

Article 17.0 LAWS

Questions  about the  interpretation  or  enforcement  of this Agreement will be
decided by applying the laws of the State of Washington, USA.

<PAGE>

Article 18.0 SUCCESSORS AND ASSIGNS

This  agreement  shall inure to the  benefit of and be binding  upon the Parties
hereto and their respective legal representatives, successors and assigns.

Article 19.0 CONFIDENTIALITY

In the event the transaction  contemplated  hereby, for any reason whatsoever is
cancelled,  the  Purchaser  shall  then be under  the  obligation  to treat  all
information  that the  Purchaser  might then have  acquired  in  relation to the
Vendor's documents or proprietary technology as strictly confidential.

Article 20.0 COSTS

It is understood  and agreed that each of the Parties hereto shall pay their own
costs and expenses relating to the transaction contemplated herein including all
fees and expenses of their accountants and counsel.

IN WITNESS  WHEREOF THE VENDOR HAS  AFFIXED HIS HAND AND SEAL AND THE  PURCHASER
HAS AFFIXED THEIR CORPORATE SEALS BY THEIR OFFICERS PROPERLY  AUTHORIZED IN THAT
BEHALF,  THE DAY AND YEAR FIRST ABOVE WRITTEN.


LUNA TECHNOLOGIES  INTERNATIONAL INC.
Per:

-------------------------------------




-------------------------------------
Douglas Sinclair