THIS AGREEMENT made in triplicate on the 31st day of March 1999

BY AND BETWEEN:

      LUNA TECHNOLOGIES INC. a body corporate incorporated under the laws
      of the Province of British Columbia, Canada

            (hereinafter referred to as "the Vendor")

                                                OF THE FIRST PART

                        AND


      LUNA TECHNOLOGIES INTERNATIONAL, INC. a body corporate incorporated
      under the laws of the State of Delaware, USA

            (hereinafter referred to as "the Purchaser")

                                                OF THE SECOND PART


WHEREAS  the  Vendor   operates   and  carries  on  a   photoluminescent   sign,
photoluminescent product design and emergency wayfinding systems business.

AND  WHEREAS  the Vendor  has  incurred  significant  research  and  development
expenditures on the invention hereinafter referred to and is the assignee of all
the exclusive  right,  title and interest,  pursuant to an assignment in writing
dated the 19th day of November  1997 made  between  the Vendor as  assignee  and
Douglas  Sinclair and Kimberly Landry  (hereinafter  called the  "Inventors") as
assignors,  of proprietary  technology for a new photoluminescence  illumination
invention and process known as a  "PHOTOLUMINESCENT  LIGHT EMITTER WITH ENHANCED
PHOTOMETRIC  BRIGHTNESS  CHARACTERISTICS"   (hereinafter  referred  to  as  "the
invention"):

AND WHEREAS the Vendor is desirous of selling,  assigning and  transferring  all
its right, title and interest in the said invention and patent application based
thereon to the Purchaser.

AND WHEREAS the Purchaser is desirous of purchasing the exclusive  right,  title
and interest of the Vendor in the invention and patent application based thereon
and having the following  assigned from the Vendor to the Purchaser on the terms
and conditions herein set forth:

   o     the  patent  application  dated the 19th day of  November  1997 made by
         Kimberly Landry and Douglas  Sinclair and assigned to the Vendor on the
         19th  day of  November  1997(a  copy of  which is  attached  hereto  as
         Schedule "A"), and

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

<PAGE>

ARTICLE I DEFINITIONS:

1.01 In this  agreement  unless  there is  something  in the  subject  matter or
   context inconsistent therewith:

      (a)"Closing Date" shall mean:

         (i)   The 3Oth day of April 1999
        (ii)  Such other earlier date as the Parties hereto may mutually agree

      (b) "Effective Date" shall mean the 31st day of March 1999

ARTICLE II - SALE OF TECHNOLOGY

2.01 The Vendor  agrees to sell and the  Purchaser  agrees to purchase as at the
Effective  Date,  at and for the price of Ninety  Thousand  Dollars USD ($90,000
USD), all of the Vendor's  right,  title and interest in the invention and which
for greater clarity but without in any way restricting the foregoing definition,
shall include:

(i)  that certain patent application dated the 19th day of November 1997 made by
     Douglas Sinclair and Kimberly Landry and assigned to the Vendor on the 19th
     day  of  November  1997  for  the   proprietary   technology   known  as  a
     PHOTOLUMINESCENT   LIGHT  EMITTER  WITH  ENHANCED  PHOTOMETRIC   BRIGHTNESS
     CHARACTERISTICS  including  all research and  development  expended on such
     technology  to the date  hereof.  The said  Douglas  Sinclair  and Kimberly
     Landry having developed the proprietary technology and having applied for a
     patent pursuant to application  number  08/979,094 filed with United States
     Patent and Trademark Office, a copy of which is appended hereto as Schedule
     "A".

The Purchaser  hereby  acknowledges  that the invention herein purchased and the
patent  application  based  thereon is being  purchased  without any warranty or
representation  from the Vendor or the  Inventors  that a patent  will issue for
such invention IN THE UNITED STATES PATENT AND TRADEMARK  OFFICE or in any other
country or  jurisdiction  and further  that such  invention  has any  commercial
viability or fitness for any particular purpose.

2.03 The Vendor's  right,  title and interest in the  invention at the Effective
Date  and  on  the  Closing  Date  shall  be  free  and  clear  of  all  claims,
encumbrances, charges and other third party rights or interests.

2.04 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 in respect of the invention or patent application.

ARTICLE III UNDERTAKING BY THE VENDOR

The  Vendor  undertakes  that it will  not,  prior to the  Closing  Date sell or
otherwise in any way assign,  transfer,  alienate,  hypothecate or dispose of to
any person,  firm or corporation its right, title, and interest in the invention
or the patent application sold to the Purchaser.

<PAGE>

ARTICLE IV 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 the  technical  documents,
records,  reports and files of the Vendor so as to satisfy the  Purchaser of the
technical and financial viability of such invention.  Any such examination shall
not  prejudice  the  Purchaser's  right with  respect to any of the  Purchaser's
rights  with  respect to any claims for breach of any such  representations  and
warranties.

ARTICLE V INTERIM OPERATION

(a)      During  the  period  from  and  including  the  Effective  Date  to and
         including the Closing Date, the Vendor shall not undertake any activity
         or do anything  which will result in the  reduction of the value of the
         invention or impair the patent application process based thereon.

ARTICLE VI 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 VII DELIVERY AT CLOSING DATE

Unless the Agreement  shall have been  terminated by the Purchaser  prior to the
Closing Date pursuant to ARTICLE VI 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 Ninety  Thousand  Dollars USD
         ($90,000 USD),  which sum shall be due and payable without  interest on
         or before the 30th day of June 2000. The Purchaser shall have the right
         to prepay any or the entire said sum without notice or bonus.

<PAGE>

         (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 taken to  approve,  confirm,  and adopt this
         agreement  and to authorize the execution and delivery of all documents
         herein and the performance of acts and consummation of all transactions
         on the part of Purchaser to be done or performed hereunder.

(a)   The Vendor shall:

         (i) have  taken all  necessary  corporate  action by the  Directors  to
         approve, ratify, confirm and adopt this agreement, and to authorize the
         execution and delivery of all documents  herein and the  performance of
         all acts and consummation of all transactions on the part of the Vendor
         to be done or performed hereunder.

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

         (iii) deliver to the Purchaser an  assignment in  registerable  form of
    Patent  Application   08/979,094   satisfactory  to  the  Purchaser,   which
    assignment  has  been  acknowledged,   approved  and  consented  to  by  the
    Inventors.

ARTICLE VIII THE DIRECTORS OF THE VENDOR WARRANT AND REPRESENT:

(a)  That the Vendor was duly incorporated and is a valid and subsisting company

(b)  That the Vendor has the  corporate  power to sell the  invention and assign
     the patent application based thereon set out in Schedule "A" herein.

(c)  That no other person,  firm or company has any right,  title or interest in
     the patent  application filed by Douglas Sinclair and Kimberly Landry,  for
     the proprietary  technology and invention known as a PHOTOLUMINESCENT LIGHT
     EMITTER WITH ENHANCED PHOTOMETRIC BRIGHTNESS CHARACTERISTICS and the Vendor
     is currently the developer and exclusive  owner of the aforesaid  invention
     which is more particularly described in Schedule "A".

ARTICLE IX REPRESENTATIONS FOR PURCHASER'S BENEFIT

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.

ARTICLE X REDUCTION IN PURCHASE PRICE FOR BREACH

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

<PAGE>

      (a) Any loss and claims the cause of which  originated prior or that might
      be sustained  after the Closing Date, as a result of  undisclosed  claims,
      charges  and  liabilities  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 invention and patent  application sold,  transferred or assigned at
the date of this agreement.

ARTICLE XI CLOSING

The  closing  shall take place at the  Vendor's  offices at  Vancouver,  British
Columbia,  at 10:00 a.m. on April 30th, 1999 or such other date as may be agreed
upon by the Parties.

ARTICLE XII 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 XIII 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 XIV LAWS

This Agreement  shall be governed by and interpreted in accordance with the laws
of the State of Washington, USA.


<PAGE>



ARTICLE XVI 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  proprietary  technology,  invention and patent application as strictly
confidential.

ARTICLE XVII 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 PARTIES HERETO HAVE AFFIXED THEIR  RESPECTIVE  CORPORATE
SEALS BY THEIR  OFFICERS  PROPERLY  AUTHORIZED IN THAT BEHALF,  THE DAY AND YEAR
FIRST ABOVE WRITTEN.

LUNA TECHNOLOGIES INTERNATIONAL, INC.
Per:


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LUNA TECHNOLOGIES INC.
Per:


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