THIS AGREEMENT IN TRIPLICATE THIS 15th DAY OF JANUARY 2000

BETWEEN:

               LUNA TECHNOLOGIES (CANADA) LTD., a body corporate,
                duly incorporated under the laws of the Province
                               of British Columbia
                   (hereinafter referred to as "the Employer")

                                                            OF THE FIRST PART

                                       AND

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

                                                           OF THE SECOND PART

WHEREAS  the   Employer   carries  on  the   business  of  a   manufacturer   of
Photoluminescence products.

AND  WHEREAS  the  Employee is skilled  and  experienced  and has a  proprietary
knowledge of the photoluminescent business.

AND WHEREAS the Employer wishes to employ the Chief Executive Officer as part of
the management team required to manage and operate its business.

NOW THEREFORE  THIS AGREEMENT  WITNESSETH  that in  consideration  of the mutual
covenants and agreements  herein  contained,  the parties do hereby covenant and
agree each with the other as follows:

ARTICLE 1. APPOINTMENT AND TERM

1.1 The Employer  hereby  appoints  and retains the Employee as Chief  Executive
Officer to be part of the Employer's  management  team to manage and conduct the
day to day business  operations of the Employer.  It is agreed that all services
contracted  for by the Employer from the Employee  herein are to be performed in
Canada.  The Employee agrees to accept the position of Chief  Executive  Officer
and to be  part  of the  management  team to  conduct  the  day to day  business
operations  on behalf of the Employer,  for a term  commencing on the 1st day of
January 2000 and expiring on the 31st day of December  2000 or such earlier date
as this Agreement may be terminated, and subject to any renewals, as hereinafter
provided.  The parties hereby agree that after the 1st day of June 2000,  either
party may terminate this agreement by giving 30 days written notice to the other
party of their intention to terminate this agreement


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ARTICLE 2. COMPENSATION

2.1 The Employer shall pay to the Employee, in consideration for the services to
be performed by the Employee, pursuant to the terms of this Agreement:

      (i) the  sum of FIVE  THOUSAND  DOLLARS  ($5,000)  per  month  payable  in
      bi-monthly installments of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500) each
      in each month,  the first of such  bi-monthly  payments to commence on the
      15th  day of  January  2000  and to  continue  thereafter  in  consecutive
      bi-monthly installments during the term of this agreement.

      (ii) a sum equal and in  reimbursement  for all  expenses  incurred by the
      Employee  during the currency of this agreement  related to the Employee's
      management  and operation of the business  including but without  limiting
      the generality of the foregoing, all travel expenses including the cost of
      accommodation  and meals,  all automobile  expenses  including the cost of
      gasoline,  insurance and repairs for the use of the Employee's  automobile
      while used in the  performance of the Employees  duties as Chief Executive
      Officer of the Employer,  all telephone,  cellular,  fax or  communication
      charges  incurred by the Employee in the  performance  of his duties,  all
      entertainment  charges  incurred by the Employee in the performance of his
      duties and all other  expenses or charges  incurred by the Employee in the
      performance of his duties as Chief Executive Officer. All such expenses or
      charges  shall be  reimbursed  at the end of any given  month  during  the
      currency of this  agreement  and shall be verified  and  submitted  by the
      Employee  with  copies of all bills,  invoices  or other  proof of payment
      acceptable to the Employer.


ARTICLE 3. RENEWAL

3.1 This agreement shall be automatically  renewed for a further term of six (6)
months at the expiry of the term  hereof,  with  automatic  renewals  of further
terms of six (6) months each,  unless  terminated by the parties as  hereinafter
provided.

ARTICLE 4. COMPENSATION DURING RENEWAL

4.1 Upon  renewal  of this  agreement  according  to  Article  3.1  hereof,  the
compensation to be paid to the Employee,  in  consideration  of his managing the
day to day operations of the business,  shall be such salary as is agreed to the
by the parties,  and until the parties reach  agreement on the salary to be paid
during the renewal  period;  the  Employer  shall pay to the  Employee  the same
salary as was paid during the initial six (6) months,  or the  previous  six (6)
month  period  prior to any renewal  period,  whichever  is  appropriate  in the

<PAGE>

circumstances. Upon agreement being reached, the parties shall adjust the salary
paid back to the date of  renewal.  In the event the parties are unable to agree
to the salary to be paid to the Employee during any renewal term, within 90 days
of the renewal date, this agreement shall terminate.

ARTICLE 5. DUTIES OF THE EMPLOYEE

5.1 The Employee is empowered and engaged to perform the following duties:

     (a)  the  furnishing  of all  management  services  for  the  economic  and
          efficient day to day operation of the business.

     (b)  the employment, in the name of the Employer and at its expense, of all
          employees  necessary to carry out the business of the Employer and the
          direction,   control  and   termination  of  employment  of  all  such
          employees.  Provided  however the Employee shall not hire or terminate
          any employee  without  first  notifying  the Board of Directors of the
          Employer.

     (c)  ensuring  that proper  books of account  and  records  relating to the
          business  operations of the business are kept and to have prepared and
          supply  reports of the results of the business as and when directed by
          the Board of Directors of the Employer.

     (d)  ensuring that all proper statutory,  regulatory filings or reports and
          tax returns are filed in a diligent and prompt manner to all necessary
          Governmental or regulatory bodies

     (e)  devoting such reasonable time, skill,  labor and attention as shall be
          necessary to carry out the Employee's obligations hereunder during the
          term or any renewal hereof.

     (f)  exercise  reasonable efforts to manage the day to day operations so as
          to enhance and promote the Employer's business in as profitable manner
          as possible, having due regard at all times to the instructions of the
          Board of Directors of the Employer.

     (g)  obey and carry out all lawful orders given by the Employer's  Officers
          and Board of Directors.

5.2 It is agreed and  understood by the parties  hereto that the Employee  shall
make a full time  commitment of his time and attention to the  management of the
Employer's  business,  and shall not  without  the  consent  in  writing  of the
Employer,  engage in any other new business or occupation outside of his current
business and financial interests, or become a director, manager, or agent of any
new company,  firm, or individual,  without the written  consent of the Board of
Directors first had and received.


<PAGE>



ARTICLE 6. CONTRACTS

6.1 Subject to the instructions of the Board of Directors of the Employer,  from
time to time, the Employee shall have the authority to make the usual  contracts
necessary for carrying on the Employer's business in the ordinary course.

ARTICLE 7. CONFIDENTIALITY

7.1 The Employee shall well and  faithfully  serve the Employer and use his best
efforts to promote the  interest  thereof,  and shall not  disclose  the private
affairs  of the  Employer,  or any  secret of the  Employer,  any  customers  or
suppliers of the Employer, or the financial status of the Employer, or any other
business information  concerning the business operations of the Employer, to any
person other than the Board of Directors of the Employer,  and shall not use for
his  own  purpose,  or  any  other  purpose  than  those  of the  Employer,  any
information he may acquire with respect to the Employer's business.

ARTICLE 8. ASSIGNMENT

8.1 Neither  party may assign this  Agreement  without the express prior written
consent of the other party, which may be arbitrarily withheld.

ARTICLE 9. NOTICE

9.1 Any  notice,  demand,  request or  approval  which may, or is required to be
given, pursuant to the terms of this Agreement, shall be in writing and shall be
sufficiently given or made if served personally on the Employee or a director or
officer of the Employer,  or if mailed prepaid  registered mail, and in the case
of:

            THE EMPLOYEE:
            #2 - 2773 Barnet Highway, Coquitlam, BC, V3B 1C2

            THE EMPLOYER:
            61B Fawcett Road, Coquitlam, BC, V3K 6V2

or to such other address as the parties may from time to time by written  notice
change. The date of receipt of any such notice,  demand,  request or approval if
served  personally  shall  be  deemed  the date of  delivery,  or if  mailed  as
aforesaid, the second business day following the date of mailing.

ARTICLE 10. ENUREMENT

10.1 This  Agreement  shall be  effective  as of the 1st day of January 2000 and
enure to the benefit of and be binding upon the heirs, executors, administrators
and permitted assigns of the parties hereto.


<PAGE>

IN WITNESS  WHEREOF the Employee has hereunto  affixed his hand and seal and the
Employer  has  hereunto  affixed its  corporate  seal by its  officers  properly
authorized in that behalf on the day and year above written.


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

Luna Technologies (Canada) Ltd.
Per:

-------------------------------------
Robert H. Humber