LUNA TECHNOLOGIES INTERNATIONAL, INC.
                         NON-QUALIFIED STOCK OPTION PLAN

         l.  Purpose.  This  Non-Qualified  Stock  Option  Plan (the  "Plan") is
intended to advance the interests of Luna Technologies International,  Inc. (the
"Company") and its shareholders,  by encouraging and enabling selected officers,
directors,  consultants  and key employees upon whose  judgment,  initiative and
effort the  Company  is  largely  dependent  for the  successful  conduct of its
business,  to  acquire  and  retain a  proprietary  interest  in the  Company by
ownership  of its  stock.  Options  granted  under the Plan are  intended  to be
Options  which do not meet  the  requirements  of  Section  422 of the  Internal
Revenue Code of 1954, as amended (the "Code").

         2.   Definitions.

         (a)  "Board" means the Board of Directors of the Company.

         (b)  "Committee"  means the directors  duly appointed to administer the
Plan.

         (c)  "Common Stock" means the Company's Common Stock.

         (d) "Date of Grant" means the date on which an Option is granted  under
the Plan.

         (e) "Option" means an Option granted under the Plan.

         (f) "Optionee" means a person to whom an Option, which has not expired,
has been granted under the Plan.

         (g)  "Successor"  means the  legal  representative  of the  estate of a
deceased  optionee or the person or persons who acquire the right to exercise an
Option by bequest or inheritance or by reason of the death of any Optionee.

         3.  Administration  of Plan.  The Plan  shall  be  administered  by the
Company's  Board of  Directors or in the  alternative,  by a committee of two or
more directors  appointed by the Board (the "Committee").  If a Committee should
be appointed,  the  Committee  shall report all action taken by it to the Board.
The Committee shall have full and final authority in its discretion,  subject to
the provisions of the Plan, to determine the individuals to whom and the time or
times at which  Options  shall be granted and the number of shares and  purchase
price of Common Stock  covered by each Option;  to construe  and  interpret  the
Plan; to determine the terms and provisions of the respective Option agreements,
which need not be identical,  including, but without limitation,  terms covering
the payment of the Option Price; and to make all other  determinations  and take
all other actions deemed necessary or advisable for the proper administration of
the Plan. All such actions and determinations  shall be conclusively binding for
all purposes and upon all persons.

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         4. Common Stock Subject to Options.  The aggregate  number of shares of
the  Company's  Common  Stock which may be issued  upon the  exercise of Options
granted under the Plan shall not exceed  400,000.  The shares of Common Stock to
be issued upon the exercise of Options may be  authorized  but unissued  shares,
shares  issued and  reacquired by the Company or shares bought on the market for
the  purposes  of the Plan.  In the  event any  Option  shall,  for any  reason,
terminate or expire or be surrendered without having been exercised in full, the
shares  subject  to such  Option but not  purchased  thereunder  shall  again be
available for Options to be granted under the Plan.

         5.  Participants.  Options may be granted  under the Plan to employees,
directors  and  officers,  and  consultants  or  advisors to the Company (or the
Company's  subsidiaries),  provided  however  that bona fide  services  shall be
rendered  by such  consultants  or  advisors  and such  services  must not be in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction.

         6. Terms and  Conditions of Options.  Any Option granted under the Plan
shall be evidenced by an agreement executed by the Company and the recipient and
shall  contain such terms and be in such form as the  Committee may from time to
time approve, subject to the following limitations and conditions:

              (a) Option Price.  The Option Price per share with respect to each
Option shall be  determined  by the  Committee  but shall in no instance be less
than the par value of the Common Stock.

              (b) Period of Option.  The period  during which each option may be
exercised,  and the  expiration  date of  each  Option  shall  be  fixed  by the
Committee,  but, notwithstanding any provision of the Plan to the contrary, such
expiration date shall not be more than ten years from the date of Grant.

              (c) Vesting of  Shareholder  Rights.  Neither an Optionee  nor his
successor  shall  have any  rights as a  shareholder  of the  Company  until the
certificates  evidencing  the shares  purchased  are properly  delivered to such
Optionee or his successor.

              (d) Exercise of Option. Each Option shall be exercisable from time
to time during a period (or periods) determined by the Committee and ending upon
the expiration or termination of the Option;  provided,  however,  the Committee
may,  by the  provisions  of any  Option  Agreement,  limit the number of shares
purchaseable thereunder in any period or periods of time during which the Option
is exercisable.

              (e)  Nontransferability of Option. No Option shall be transferable
or assignable by an Optionee,  otherwise than by will or the laws of descent and
distribution  and  each  Option  shall be  exercisable,  during  the  Optionee's

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lifetime, only by him. No Option shall be pledged or hypothecated in any way and
no Option shall be subject to execution,  attachment,  or similar process except
with the express consent of the Committee.

              (f) Death of Optionee. If an Optionee dies while holding an Option
granted  hereunder,  his Option  privileges shall be limited to the shares which
were  immediately  purchasable  by him at the  date of  death  and  such  Option
privileges  shall expire unless  exercised by his  successor  within four months
after the date of death.

         7.  Reclassification,  Consolidation,  or Merger.  If and to the extent
that the number of issued  shares of Common  Stock of the  Corporation  shall be
increased  or  reduced  by change  in par  value,  split  up,  reclassification,
distribution  of a dividend  payable in stock, or the like, the number of shares
subject  to Option  and the  Option  price per  share  shall be  proportionately
adjusted by the  Committee,  whose  determination  shall be  conclusive.  If the
Corporation is reorganized or consolidated  or merged with another  corporation,
an Optionee  granted an Option  hereunder  shall be entitled to receive  Options
covering shares of such reorganized, consolidated, or merged company in the same
proportion, at an equivalent price, and subject to the same conditions.  The new
Option  or  assumption  of the old  Option  shall not give  Optionee  additional
benefits which he did not have under the old Option,  or deprive him of benefits
which he had under the old Option.

         8. Restrictions on Issuing Shares. The exercise of each Option shall be
subject to the condition that if at any time the Company shall  determine in its
discretion  that  the  satisfaction  of  withholding  tax or  other  withholding
liabilities, or that the listing,  registration,  or qualification of any shares
otherwise  deliverable upon such exercise upon any securities  exchange or under
any state or federal  law, or that the  consent or  approval  of any  regulatory
body, is necessary or desirable as a condition of, or in connection  with,  such
exercise or the delivery or purchase of shares  purchased  thereto,  then in any
such event,  such  exercise  shall not be  effective  unless  such  withholding,
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected or obtained free of any conditions not acceptable to the Company.

              Unless  the  shares  of  stock  covered  by  the  Plan  have  been
registered with the Securities and Exchange  Commission pursuant to Section 5 of
the  Securities  Act of l933,  each  optionee  shall,  by  accepting  an option,
represent  and agree,  for himself and his  transferrees  by will or the laws of
descent and  distribution,  that all shares of stock purchased upon the exercise
of  the  option  will  be  acquired  for   investment  and  not  for  resale  or
distribution.  Upon such  exercise  of any  portion  of an  option,  the  person
entitled  to exercise  the same  shall,  upon  request of the  Company,  furnish
evidence   satisfactory   to  the  Company   (including  a  written  and  signed
representation)  to the effect  that the shares of stock are being  acquired  in
good faith for investment and not for resale or distribution.  Furthermore,  the
Company  may,  if  it  deems   appropriate,   affix  a  legend  to  certificates
representing  shares of stock purchased upon exercise of options indicating that

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such shares have not been registered with the Securities and Exchange Commission
and may so notify the Company's  transfer agent.  Such shares may be disposed of
by an  optionee in the  following  manner  only:  (l)  pursuant to an  effective
registration  statement  covering  such  resale or reoffer,  (2)  pursuant to an
applicable  exemption  from  registration  as indicated in a written  opinion of
counsel  acceptable to the Company,  or (3) in a transaction  that meets all the
requirements of Rule l44 of the Securities and Exchange Commission. If shares of
stock covered by the Plan have been  registered with the Securities and Exchange
Commission,  no such  restrictions on resale shall apply,  except in the case of
optionees who are directors, officers, or principal shareholders of the Company.
Such persons may dispose of shares only by one of the three aforesaid methods.

         9. Use of Proceeds.  The proceeds received by the Company from the sale
of Common Stock pursuant to the exercise of Options granted under the Plan shall
be added to the Company's general funds and used for general corporate purposes.

     l0. Amendment,  Suspension, and Termination of Plan. The Board of Directors
may alter, suspend, or discontinue the Plan at any time.

     Unless the Plan shall  theretofore  have been terminated by the Board,  the
Plan shall  terminate ten years after the effective  date of the Plan. No Option
may be granted  during any  suspension or after the  termination of the Plan. No
amendment,  suspension,  or termination of the Plan shall, without an Optionee's
consent,  alter or impair  any of the  rights or  obligations  under any  Option
theretofore granted to such Optionee under the Plan.

         11. Limitations.  Every right of action by any person receiving options
pursuant to this Plan against any past,  present or future  member of the Board,
or any officer or employee of the Company  arising out of or in connection  with
this Plan shall,  irrespective of the place where such action may be brought and
irrespective of the place of residence of any such director, officer or employee
cease and be barred  by the  expiration  of one year from the date of the act or
omission in respect of which such right of action arises.

         l2.  Governing  Law.  The  Plan  shall  be  governed  by the  laws of
 the  State of Delaware.

         13. Expenses of Administration.  All costs and expenses incurred in the
operation and administration of this Plan shall be borne by the Company.