THIS AGREEMENT made this 15th day of November1999

BETWEEN:
      Douglas Sinclair, of the City of Coquitlam in the Province of British
                                Columbia, Canada
                      (hereinafter called "the Assignor")

                                            And

                     Luna Technologies International, Inc.,
                      a body corporate having an office at
                      331 Andover Park East, Suite 1050, in
                              the City of Seattle,
                                 Washington USA
                       (hereinafter called "the Assignee")

WHEREAS the Assignor is the Assignee  (hereinafter  called the "Prior Assignee")
of the  trade-marks,  pursuant to an assignment in writing dated the 15th day of
October  1999 and entered  into  between  Luna  Technologies  Inc. as  Assignor(
hereinafter  called the "Prior Assignor") and Douglas Sinclair as Prior Assignee
and which is  registered  in the USA under the  registration  numbers set out in
Schedule  "A"  hereunto  annexed all of which are used in  association  with the
Assignor's photoluminescence products.

AND WHEREAS on October15,  1999 the Assignor  entered into an agreement with the
Assignee to sell his proprietary technology including the trade-marks set out in
Schedule "A" which are used in association  of the Assignor's  photoluminescence
product technology.

AND WHEREAS the Assignor and  Assignee  wish to confirm the earlier  transfer of
the trademarks set out in Schedule "A" from the Assignor to the Assignee.

NOW,  THEREFORE,  in  consideration of the sum of Ten Dollars ($10.00) and other
good and  valuable  consideration,  the  receipt  and  sufficiency  of which the
Assignor and Assignee  acknowledge,  the Assignor confirms that it did as of the
15th day of November  1999,  sell,  assign and  transfer to the Assignee all its
right,  title and  interest  in the  trade-marks  more  particularly  set out in
Schedule "A" hereunto  annexed and the goodwill of the business  relating to the
trade-marks.

IN WITNESS  WHEREOF the Assignor and the Assignee have affixed their  respective
seals  by their  Officers  properly  authorized  in that  behalf  at the City of
Coquitlam,  in the Province of British Columbia,  Canada, the day and year first
above written.


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

LUNA TECHNOLOGIES INTERNATIONAL, INC.
Per:

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

<PAGE>


     THIS IS SCHEDULE "A" ANNEXED TO THAT CERTAIN  ASSIGMENT  DATED THE 15th DAY
     OF NOVEMBER 1999 AND ENTERED INTO BETWEEN DOUGLAS  SINCLAIR AS ASSIGNOR AND
     LUNA TECHNOLOGIES INTERNATIONAL, INC. AS ASSIGNEE

TRADEMARK               SERIAL NUMBER                       DATE

LUNA                    SN 75-384915                        November 5,1997
LUNAPLAST               SN 75-384916                        November 5,1997


LUNA  TECHNOLGIES  INC.hereby  acknowledges  receiving notice of this Assignment
from Luna Technologies International Inc. and hereby consents to this Assignment
by affixing its  corporate  seal by its  Officers  properly  authorized  in that
behalf this 15th day of November 1999.

Luna Technologies Inc.
Per:

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