This Agreement Dated this 15st day of November 1999

Between:

     Luna Technologies International,  Inc., a body corporate incorporated under
     the laws of the State of Delaware, USA ("the Purchaser")

                                                      Party of the First Part

                        And

     Douglas  Sinclair  both of the City of Coquitlam in the Province of British
     Columbia, Canada ("the Covenantor")

                                                      Party of the Second Part

WHEREAS the Purchaser and the Vendor are parties to an agreement  dated the 15th
day of October 1999 for the sale of the  proprietary  technology  and trademarks
related to the  proprietary  technology  of the Vendor  (hereinafter  called the
"Sale Agreement").

AND WHEREAS it is a term of the closing of the transactions  contemplated by the
by the Sale Agreement  entered into between the Vendor and the  Covenantor  that
the Covenantor execute and deliver this Non-Competition Agreement.

1.    Non-Competition

     (i)  For a period of Five (5) years from the date  hereof,  the  Covenantor
          will not  personally,  or on behalf of any other person,  partnership,
          company,  corporation  or  other  entity,  contact  any  supplier,  or
          customer,  directly or  indirectly,  or aid,  abet or assist any other
          person  or  entity in  contacting  any  supplier  or  customer  of the
          Covenantor,  for the purpose of initiating,  engaging in or furthering
          competition  with  the  business  which  incorporates  the  use of the
          trademarks and proprietary technology purchased by the Purchaser.

     (ii) The  Covenantor,  for a period of Five (5) years from the date  hereof
          shall not accept employment with or directly or indirectly organize or
          participate in the organization of any firm, partnership, corporation,
          joint venture,  sole  proprietorship  or other business  entity within
          North America if such firm, partnership,  corporation,  joint venture,
          sole  proprietorship,  or entity is  engaged  or to be  engaged in any
          similar  business,  conduct or activity in competition to the business
          which incorporates the trademarks and proprietary technology purchased
          by the Purchaser; and:

     (iii)The Covenantor shall not, directly or indirectly,  either individually
          or as a consultant,  employee, partner, owner, officer or stockholder,
          or in any other capacity  whatsoever with respect to any person,  firm
          partnership,  corporation, joint venture, sole proprietorship or other
          business  entity within North  America,  except as a  shareholder  for
          investment  purposes holding less than a One Per Cent (1%) interest in
          a corporation  whose shares are traded on a securities  exchange or on
          an over-the-counter market, engage in or aid, assist or abet any other
          person  or  entity  to carry on,  be  engaged  in any  business  which

<PAGE>

          incorporates  the  trademarks or  proprietary  technology,  conduct or
          activity in competition to the proprietary technology purchased by the
          Purchaser, advise or act as a consultant for, lend money to, guarantee
          the debts or obligations of, or otherwise provide financial assistance
          to any person or entity in any business  incorporating  the technology
          and  trademarks,  conduct or activity in  competition  to the business
          incorporating   the  technology   and  trademarks   purchased  by  the
          Purchaser.

     (iv) The Covenantor expressly  acknowledges that the foregoing restrictions
          are reasonable in the  circumstances and acknowledges that damages are
          an  inadequate  remedy for the  Purchaser  in the event of a breach of
          this  covenant  and  therefore  agrees  that  the  Purchaser  shall be
          entitled to  injunctive  relief,  in  addition  to all other  remedies
          provided by law, for any breach of this covenant.

     (v)  Notwithstanding the foregoing, if the time limitation in the foregoing
          covenant  is at time  determined  to be  unreasonable  by a  Court  of
          competent  jurisdiction  adjudicating  upon the  validity of covenant,
          then such time  limitation  shall be  reduced to a period of Three (3)
          years.

Nothing in the foregoing shall be read or construed as a prohibition against the
Covenantor  accepting  employment  by the  Purchaser  or any  subsidiary  of the
Purchaser.

2. 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: 331 Andover  Park East,  Suite 1050 Seattle
          Washington

     (b)  If  for  the  Covenantor:  #2  Barnett  Highway,  Coquitlam,   British
          Columbia, 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  respective  address for the
purposes of this clause.

3.    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.

4.    Laws

This agreement  shall be governed by and interpreted by the laws of the State of
Washington.

IN WITNESS WHEREOF THE COVENANTOR  hereto has hereunto affixed his hand and seal
and the  Purchaser  has  affixed its  corporate  seal by its  officers  properly
authorized in that behalf the day and year first above written.
                                    )
                                    )
----------------------------------  )
Douglas Sinclair


Luna Technologies International, Inc.
Per:

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