AGREEMENT OF EMPLOYMENT

     THIS  AGREEMENT  OF  EMPLOYMENT  ("Agreement")  is made and entered into in
duplicate  effective  as of the 16th day of October,  2000,  by and between Luna
Medical Technologies,  Inc., a Nevada corporation ("Employer"), and Elizabeth A.
Findlay ("Employee").

                                    RECITALS

     A. Employer is a corporation duly organized and validly  existing  pursuant
to the laws of the State of Nevada.

     B. Employer is in the business of  developing  women's  health  centers and
providing related health services and products.

     C. Employee has been a Registered  Nurse since 1976 and currently serves as
a Health Programs Manager for the Intensive Care and Telemetry  Units,  Critical
Care  staffing  and  Respiratory  Department  at the  MSA  General  Hospital  in
Abbotsford,  British  Columbia.  She is also an active member of the  Registered
Nurses Association of British Columbia.  Employee has also demonstrated  certain
skills and abilities in connection with the management and operation of Employer
and Employer's subsidiary, Menathen Services, Inc., a company incorporated under
the laws of the Province of British Columbia.

     D.  Employer  desires to employ  Employee  on and  subject to the terms and
conditions specified in this Agreement.

     E.  Employee  desires to be  employed  by  Employer  as Vice  President  of
Employer on and subject to the terms and conditions specified in this Agreement.

NOW,  THEREFORE,  IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
DEEMED TO BE A SUBSTANTIVE  PART OF THIS  AGREEMENT,  AND THE MUTUAL  COVENANTS,
PROMISES, UNDERTAKINGS,  AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS  AGREEMENT,  AND OTHER GOOD AND  VALUABLE  CONSIDERATION,  THE  RECEIPT AND
SUFFICIENCY  OF WHICH ARE HEREBY  ACKNOWLEDGED,  WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND WARRANT AS FOLLOWS:

                                   ARTICLE I.
                               TERM OF EMPLOYMENT

     Section 1.1 Specified Term.  Employer hereby employs  Employee and Employee
hereby accepts  employment with Employer for a period of one (1) year commencing
on the date of execution and delivery of this Agreement.

     Section 1.2 Automatic  Renewal of Term. The term of this Agreement shall be
renewed  automatically for succeeding periods of one (1) year each unless either
party gives to the other party  notice,  at least  ninety (90) days prior to the
expiration of any such term, of the noticing party's  intention not to renew the
term of this Agreement.


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<PAGE>

     Section 1.3 "Employment  Term" Defined.  As specified  herein,  the phrases
"term of employment,"  "employment term," and "term of this Agreement" refer to,
and shall mean,  be defined as and include,  any and all renewals of the term of
this Agreement.

                                   ARTICLE II.
                       DUTIES AND OBLIGATIONS OF EMPLOYEE

     Section 2.1 General  Duties.  Employee shall serve as the Vice President of
Employer and shall do and perform all  services,  acts,  or things  necessary or
appropriate  to manage and conduct the business of Employer and its  subsidiary,
subject at all times to the  policies  established  by the Board of Directors of
Employer  ("Board"),  and to the  consent  of the  Board  when  required  by the
provisions of this  Agreement.  The duties to be performed by Employee  shall be
determined from time to time by the Board.

     Section 2.2 Loyal and Conscientious  Performance of Duties. Employee agrees
that to the best of her ability and experience she will at all times loyally and
conscientiously  perform  all of the  duties  and  obligations  required  either
expressly or implicitly by the terms of this Agreement.

     Section 2.3 Competitive  Activities.  Except for the business relationships
and ownership  interests in businesses  existing at the time of this  Agreement,
Employee shall not, during the term of this  Agreement,  directly or indirectly,
either  as  an  employee,  employer,   consultant,  agent,  principal,  partner,
stockholder,  corporate  officer,  director,  or  in  any  other  individual  or
representative  capacity,  engage  or  participate  in any  business  that is in
competition in any manner  whatsoever with the business of Employer  without the
express written consent of the Board.

                                  ARTICLE III.
                             OBLIGATIONS OF EMPLOYER

     Section 3.1 General  Description.  Employer shall provide Employee with the
compensation, incentives and benefits specified elsewhere in this Agreement.

     Section  3.2  Office  and  Staff.  Employer  shall  provide  Employee  with
equipment,  supplies,  facilities and services,  suitable to Employee's position
and adequate for the performance of Employee's  duties created by the provisions
of this Agreement.

     Section 3.3 Reimbursement of Business Expenses.

     A.  Employee  is  authorized  to incur  reasonable  business  expenses  for
promoting the business of Employer,  including  expenditures for  entertainment,
gifts,  and travel.  Employer will reimburse  Employee from time to time for all
such  business  expenses.  Employer  reserves  the right to  provide  Employee a
corporate credit card for all such business expenses.

     B.  Employee  shall also obtain and retain  documentary  evidence  (such as
receipts or paid bills),  which state  sufficient  information  to establish the
amount,  date, place, and the essential  character of the expenditure,  for each
expenditure and for lodging while traveling away from home.

     C. The foregoing  account book and documentary  evidence shall be delivered
to Employer  whenever  requested by Employer and thereafter shall be retained by
Employer.


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<PAGE>

     D.  Employer,  as an  alternative  to  reimbursing  Employee  for  business
expenses,  may provide Employee with one or more credit cards issued in the name
of Employer for Employee's use in incurring such business expenses. In the event
Employer  provides  Employee with any such credit cards,  Employer shall pay any
and all business  expenses Employee incurs for the benefit of Employer by use of
such credit cards. Additionally, in such event, Employee shall obtain and retain
the documentary  evidence  contemplated by the provisions of Paragraph B of this
Section 3.3.

                                   ARTICLE IV.
                            COMPENSATION OF EMPLOYEE

     Section 4.1 Annual Salary.  As compensation for the services to be rendered
by  Employee  pursuant  to  provisions  of this  Agreement,  Employer  shall pay
Employee  an  annual  salary  in the  amount of  Seventy-Five  Thousand  Dollars
($75,000.00),  in United States Dollars,  payable in equal monthly installments.
Employee  reserves the right to receive her annual  salary in the form of shares
of  Employer's  $.001 par value  common  stock.  A number of such shares of that
common stock to be issued by Employer to Employee as that compensation  shall be
determined by dividing the amount of the  compensation  of which Employee elects
to receive in shares of that common stock by the per share trading price of that
common stock at the closing of the last business day of the month  preceding the
month in which Employee elects to receive those shares.

     Section  4.2 Tax  Withholding.  Employer  shall have the right to deduct or
withhold  from the  compensation  due and  payable to  Employee  pursuant to the
provisions of this Agreement any and all amounts required for federal income and
Social  Security  taxes and all state or local taxes now applicable or which may
be enacted and may become applicable in the future.

     Section 4.3  Assignment of Annual  Salary.  Employee may assign any and all
compensation payable pursuant to this Agreement and all deferred compensation to
any nominee.

     Section 4.4  Incentive  Compensation.  As further  compensation,  and as an
incentive  for Employee to enter into this  agreement,  Employer  shall issue to
Employee two hundred  thousand  (200,000)  shares of Employer's  $.001 par value
common stock.

                                   ARTICLE V.
                                EMPLOYEE BENEFITS

     Section 5.1 Annual Vacation.  During the employment term, Employee shall be
entitled to an annual  vacation leave of twenty (20) days each year without loss
of compensation. Employee may be absent from her employment for vacation only at
such times as the Board  shall  determine  from time to time.  In the event that
Employee  is unable for any  reason to take the total  amount of  vacation  time
authorized  herein  during  any  year,  she may  accrue  that time and add it to
vacation time for any following year.

     Section 5.2 Paid  Holidays.  Employee  shall be entitled to a holiday  with
full pay on each nationally recognized holiday in Canada during the term of this
Agreement.

     Section 5.3 Health Care Benefits.  Employer  shall include  Employee in any
hospital, surgical, or medical benefit plan adopted and maintained by Employer.


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<PAGE>

     Section 5.4 Stock Option  Plans.  Employer  intends to adopt a stock option
plan for the benefit of employees and Employee  shall be entitled to participate
in that plan on terms and conditions as approved by the Board.

                                   ARTICLE VI.
                         PROPERTY RIGHTS OF THE PARTIES

     Section 6.1 Confidentiality of Trade Secret Data.

     A. Employee agrees that all information communicated to her with respect to
the work  conducted  by or for  Employer,  whether or not that  information  was
directly or intentionally  communicated,  is confidential.  Employee also agrees
that all information,  conclusions,  recommendations,  reports, advice, or other
documents  generated by Employee  pursuant to this  Agreement  is  confidential.
Employee further  acknowledges  and agrees that all confidential  data described
herein is and constitutes  trade secret  information that belongs wholly to, and
is the exclusive property of, Employer.

     B. Employee promises and agrees that he shall not disclose any confidential
information  to any other person  unless  specifically  authorized in writing by
Employer to do so. If Employer gives Employee written  authorization to make any
disclosure,  Employee  shall do so only  within  the limits and to the extent of
that authorization.

     C. Employee shall use her best efforts to prevent inadvertent disclosure of
any  confidential  information  to any  third  party by using  the same care and
discretion that she uses with similar data she designates as confidential.

     D. Employee  acknowledges  and agrees that all  information  concerning the
health centers and related products  currently being developed by Employer,  and
any future or proposed  projects or products of Employer,  are and constitute an
exceptionally  valuable  trade secret of Employer.  That  information  includes,
among other matters,  the facts that any particular  work or project is planned,
under  consideration,   or  in  development  or  production,   as  well  as  any
descriptions of any existing, pending, or proposed work.

     Section 6.2 Use and Disclosure of Confidential Data. Employee shall not use
any  confidential  information or circulate it to any other person,  except when
specifically authorized in advance by Employer.

     Section 6.3 Copies of Confidential Information. Employee agrees that copies
of  confidential  information  may  not be  made  without  the  express  written
permission  of Employer  and that all such copies  shall be returned to Employer
along with the originals upon  termination of this Agreement or upon the request
of the Board at any time.

     Section 6.4 Ownership of Customer Records.

     A. All records of the accounts of  customers  and  debtors,  disks,  files,
ledgers,  tapes and other  storage  devices  and any and all  records  and books
relating in any manner whatsoever to the customers of Employer,  including,  but
not limited to, credit reports or memorandum,  reports of  transactions  made to
Employer,  and  demographic or economic data  discovered by Employee  during the
term of this Agreement,  whether  prepared by Employee or otherwise  coming into
Employee's possession, shall be the exclusive property of Employer regardless of
who actually  purchased the original book,  record,  tape, disk or other storage
device.


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<PAGE>

     B. All such books, records, disks, and storage devices shall be immediately
returned to Employer by Employee on any termination of the employment term.

     C. If Employee produces any record,  book,  ledger,  tape, disk, or similar
storage device to be used for record keeping,  Employee shall immediately notify
Employer,  who shall then immediately  reimburse Employee for any costs incurred
by  Employee;  provided,  however,  such costs were  authorized  by  Employer in
advance.

     Section 6.5 Soliciting Customers After Termination of Employment.

     A.  Employee  acknowledges  and  agrees  that the  names and  addresses  of
Employer's  customers and debtors  constitute trade secrets of Employer and that
the sale or  unauthorized  use or  disclosure  of any  Employer's  trade secrets
obtained by Employee  during her  employment  with Employer  constitutes  unfair
competition.

     B. For a period of two (2) years  immediately  following the termination of
her  employment  with Employer,  Employee shall not directly or indirectly  make
known to any person the names or addresses  of any of the  customers of Employer
or any other  information  pertaining to those  customers,  or call on, solicit,
take away, or attempt to call on, solicit,  or take away any of the customers of
Employer on whom  Employee  called on or with whom  Employee  became  acquainted
during her employment with Employer, either for herself or for any other person.

     Section 6.6 Unfair Competition.  Employee  acknowledges and agrees that the
sale or  unauthorized  use or  disclosure  of any of  Employer's  trade  secrets
obtained  by  Employee  during  the  course of her  employment  pursuant  to the
provisions  of  this  Agreement,  including  information  concerning  Employer's
current or any future and proposed work, projects,  services,  or products,  the
facts  that  any  such  work,   services,   or  products  are   planned,   under
consideration, or in production, as well as any descriptions thereof, constitute
unfair competition.

     Section  6.7 No Unfair  Competition.  Employee  promises  and agrees not to
engage in any unfair  competition  with Employer at any time,  whether during or
following the completion of her employment with Employer.

                                  ARTICLE VII.
                            TERMINATION OF EMPLOYMENT

     Section 7.1 Termination for Cause.

     A.  Employer  reserves  the right to terminate  this  Agreement if Employee
willfully  breaches or  habitually  neglects the duties which she is required to
perform  pursuant to the provisions of this  Agreement;  or commits such acts of
dishonesty,  fraud,  misrepresentation or other acts of moral turpitude as would
prevent the effective performance of her duties.

     B.  Employer,  at its option,  may terminate this Agreement for the reasons
stated in this  section by giving  written  notice of  termination  to  Employee
without  prejudice to any other remedy to which Employer may be entitled  either
at law, in equity, or pursuant to the provisions of this Agreement.


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<PAGE>

     C. The notice of  termination  required by this section  shall  specify the
grounds for the  termination  and shall be  supported by a statement of relevant
facts.

     D. Termination pursuant to this section shall be considered "for cause" for
the purposes of this Agreement.

     Section 7.2 Termination Without Cause.

     A. This Agreement shall be terminated upon the death of Employee.

     B. Employer  reserves the right to terminate  this  Agreement not less than
three (3) months after Employee  suffers any physical or mental  disability that
would prevent the  performance  of her duties  pursuant to the  provisions  this
Agreement.  Such a  termination  shall be effected  by giving  thirty (30) days'
written notice of termination to Employee.

     C.  Termination  under this section shall not be considered "for cause" for
the purposes of this Agreement.

     Section 7.3 Effect of Merger, Transfer of Assets, or Dissolution.

     (a) This Agreement  shall not be terminated by any voluntary or involuntary
dissolution of Employer resulting from either a merger or consolidation in which
Employer is not the consolidated or surviving corporation,  or a transfer of all
or substantially all of the assets of Employer.

     (b) In the event of any such merger or consolidation or transfer of assets,
Employer's rights,  benefits,  and obligations  hereunder may be assigned to the
surviving or resulting corporation or the transferee of Employer's assets.

     Section 7.4 Payment Upon Termination. Notwithstanding any provision of this
Agreement,  if Employer  terminates  this Agreement  without cause, it shall pay
Employee  an amount  equal to  Employee's  current  annual  gross  compensation.
Pursuant to this Section 7.4, annual gross compensation shall include the annual
salary plus any stock options or warrants that the Employee may possess.

     Section 7.5 Termination by Employee. Employee may terminate her obligations
pursuant to this  Agreement by giving  Employer at least sixty (60) days written
notice in advance.

                                  ARTICLE VIII.
                               GENERAL PROVISIONS

     Section 8.1  Recovery  of  Litigation  Costs.  In the event any party shall
institute any action or proceeding to enforce any provision of this Agreement to
seek relief from any  violation of this  Agreement,  or to otherwise  obtain any
judgment  or order  relating  to or  arising  from the  subject  matter  of this
Agreement,  each prevailing  party shall be entitled to receive from each losing
party such  prevailing  party's  actual  attorneys'  fees and costs  incurred to
prosecute or defend such action or  proceeding,  including,  but not limited to,
actual  attorneys' fees and costs incurred  preparatory to such  prosecution and
defense.  Moreover,  while a court  of  competent  jurisdiction  may  assist  in
determining  whether or not the fees actually  incurred are reasonable under the
circumstances then existing, that court is not to be governed by any


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<PAGE>

judicially or  legislatively  established fee schedule,  and said fees and costs
are to include  those as may be incurred on appeal of any issue and all of which
fees and  costs  shall be  included  as part of any  judgment,  by cost  bill or
otherwise,  and where applicable,  any appellate decision rendered in or arising
out of such action or proceeding.  For purposes of this Agreement, in any action
or proceeding instituted by a party, the prevailing party shall be that party in
any such action or proceeding (I) in whose favor a judgment is entered,  or (ii)
prior to trial, hearing or judgment any other party shall pay all or any portion
of amounts  claimed by the party  seeking  payment,  or such other  party  shall
eliminate the condition,  cease the act, or otherwise cure the act of commission
or omission claimed by the party initiating such action or proceeding.

     Section 8.2  Governmental  Rules and  Regulations.  The  provisions of this
Agreement  are  subject  to any and all  present  and future  orders,  rules and
regulations  of  any  duly  constituted  authority  having  jurisdiction  of the
relationship and transactions contemplated by the provisions of this Agreement.

     Section 8.3 Notices. All notices, requests, demands or other communications
pursuant  to this  Agreement  shall  be in  writing  or by  telex  or  facsimile
transmission  and shall be  deemed  to have  been duly  given (I) on the date of
service if delivered in person or by telex or facsimile  transmission  (with the
telex or facsimile  confirmation of transmission  receipt acting as confirmation
of service when sent and provided  such telexed or  telecopied  notices are also
mailed by first class,  certified or registered mail, postage prepaid);  or (ii)
seventy-two  (72) hours after  mailing by first class,  registered  or certified
mail, postage prepaid, and properly addressed as follows:

     If to Employee:   Ms. Elizabeth Findlay
                       42332 Elizabeth Avenue
                       Chilliwack, B.C. V2R 5C9

     If to Employer:   Luna Medical Technologies, Inc.
                       201-2001 McCallum Road
                       Abbotsford, British Columbia V2S 3N4

or at such other address as the party affected may designate in a written notice
to such other party in compliance with this section.

     Section  8.4  Entire  Agreement.   This  Agreement  is  the  final  written
expression  and the complete  and  exclusive  statement  of all the  agreements,
conditions,  promises,  representations,  warranties  and covenants  between the
parties with respect to the subject matter of this Agreement, and this Agreement
supersedes   all   prior   or    contemporaneous    agreements,    negotiations,
representations,  warranties,  covenants,  understandings and discussions by and
between and among the parties, their respective  representatives,  and any other
person with  respect to the subject  matter  specified in this  Agreement.  This
Agreement may be amended only by an instrument in writing which expressly refers
to this Agreement and  specifically  states that such  instrument is intended to
amend this  Agreement and is signed by each of the parties.  Each of the parties
represents,  warrants and covenants  that in executing  this Agreement that such
party has (i) relied solely on the terms, conditions and provisions specified in
this  Agreement  and  (ii)  placed  no  reliance  whatsoever  on any  statement,
representation,  warranty,  covenant or promise of any other party, or any other
person,  not specified  expressly in this Agreement,  or upon the failure of any
party or any  other  person  to make any  statement,  representation,  warranty,
covenant or disclosure of any nature whatsoever.  The parties have included this
section to  preclude  (i) any claim that any party was in any manner  whatsoever
induced fraudulently to enter into, execute and deliver this Agreement, and (ii)
the introduction of parol evidence


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<PAGE>

to  vary,  interpret,   supplement  or  contradict  the  terms,  conditions  and
provisions of this Agreement.

     Section 8.5 Severability.  In the event any part of this Agreement, for any
reason,  is declared to be invalid,  such decision shall not affect the validity
of any remaining portion of this Agreement, which remaining portion shall remain
in complete  force and effect as if this  Agreement  had been  executed with the
invalid  portion of this  Agreement  eliminated,  and it is hereby  declared the
intention of the parties  that the parties  would have  executed  the  remaining
portion of this  Agreement  without  including  any such part,  parts or portion
which, for any reason, hereafter may be declared invalid.

     Section 8.6 Captions and  Interpretation.  Captions of the sections of this
Agreement are for  convenience  and reference  only, and the words  contained in
those captions shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction or meaning of the provisions of this Agreement. The
language in all parts to this  Agreement,  in all cases,  shall be  construed in
accordance  with the fair meaning of that  language and as if that  language was
prepared by all parties and not strictly for or against any party.

     Section  8.7 Further  Assurances.  Each party shall take any and all action
necessary,  appropriate  or  advisable  to execute and  discharge  such  party's
responsibilities and obligations created by the provisions of this Agreement and
to further  effectuate  and carry out the intents and purposes of this Agreement
and the relationship contemplated by the provisions of this Agreement.

     Section 8.8 Number and Gender. Whenever the singular number is used in this
Agreement,  and when required by the context, the same shall include the plural,
and vice versa;  the masculine  gender shall include the feminine and the neuter
genders, and vice versa; and the word "person" shall include corporation,  firm,
trust, joint venture,  trust,  estate,  municipality,  governmental agency, sole
proprietorship,  political subdivision,  fraternal order, club, league, society,
organization,  joint stock  company,  association  partnership  or other form of
entity.

     Section 8.9 Execution in Counterparts.  This Agreement shall be prepared in
multiple  copies and forwarded to each of the parties for execution.  All of the
signatures  of the parties  may be affixed to one copy or to separate  copies of
this  Agreement  and when all such  copies are  received,  and signed by all the
parties,  those copies shall  constitute  one  agreement  which is not otherwise
separable  or  divisible.  Counsel  for  Employer  shall keep all of such signed
copies and shall conform one copy to show all of those  signatures and the dates
thereof  and shall  mail a copy of such  conformed  copy to each of the  parties
within  thirty  (30) days after the  receipt by such  counsel of the last signed
copy,  and shall  cause  one such  conformed  copy to be filed in the  principal
office of such counsel.

     Section 8.10  Successors  and Assigns.  This  Agreement  shall inure to the
benefit of and obligate the undersigned parties and their respective  successors
and assigns. Whenever, in this Agreement, a reference to any party is made, such
reference  shall be deemed to include a reference to the  successors and assigns
of such party. The provisions of this section  notwithstanding,  no provision of
this section shall be construed or interpreted as a consent to the assignment or
delegation  by any  party of such  party's  respective  rights  and  obligations
created by the provisions of this Agreement.

     Section 8.11  Reservation  of Rights.  The failure of any party at any time
hereafter  to  require  strict  performance  by the  other  party  of any of the
warranties,   representations,   covenants,  terms,  conditions  and  provisions
specified  in this  Agreement  shall not waive,  affect or diminish any right of
such party failing to


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<PAGE>

require strict performance to demand strict compliance and performance therewith
and with  respect  to any other  provisions,  warranties,  terms and  conditions
specified in this  Agreement,  and any waiver of any default  shall not waive or
affect any other default,  whether prior or subsequent thereto,  and whether the
same or of a different type. None of the representations, warranties, covenants,
conditions,  provisions and terms specified in this Agreement shall be deemed to
have been waived by any act or knowledge of either party or such party's agents,
officers or  employees,  and any such waiver shall be made only by an instrument
in writing,  signed by the waiving party and directed to the  non-waiving  party
specifying  such waiver.  Each party reserves such party's rights to insist upon
strict compliance with the provisions of this Agreement at all times.

     Section  8.12  No  Breach  of  Existing   Agreements.   Each  party  hereby
represents,  warrants and covenants,  upon the execution of this Agreement, such
party is not a party to any oral or written  agreement  which may be breached by
such party's execution of this Agreement.

     Section  8.13  Concurrent  Remedies.  No right or remedy  specified in this
Agreement  conferred  on or reserved to the  parties is  exclusive  of any other
right or remedy  specified  in this  Agreement  or by law or equity  provided or
permitted;  but each such  right  and  remedy  shall be  cumulative  of,  and in
addition to, every other right and remedy  specified in this Agreement or now or
hereafter  existing at law or in equity or by statute or  otherwise,  and may be
enforced  concurrently  therewith or from time to time. The  termination of this
Agreement  for any reason  whatsoever  shall not  prejudice  any right or remedy
which  either  party may  have,  either at law,  in  equity or  pursuant  to the
provisions of this Agreement.

     Section 8.14 Time.  Time is of the essence of this  Agreement  and each and
all of the provisions of this Agreement.

     Section  8.15 Choice of Law and  Consent to  Jurisdiction.  This  Agreement
shall be deemed  to have  been  entered  into in the  State of  Nevada,  and all
questions  concerning the validity,  interpretation or performance of any of the
terms,  conditions  and  provisions of this Agreement or of any of the rights or
obligations  of the parties,  shall be governed  by, and resolved in  accordance
with, the laws of the State of Nevada.  Any and all actions or  proceedings,  at
law or in equity, to enforce or interpret the provisions of this Agreement shall
be litigated in courts  having situs within the State of Nevada,  and each party
hereby consents to the jurisdiction of any local, state or federal court located
within  the State of Nevada  and  consents  that any  service of process in such
action or proceeding  may be made by personal  service upon such party  wherever
such party may be then located,  or by certified or registered  mail directed to
such party at such party's last known address.

     Section 8.16  Assignability.  Neither party shall sell,  assign,  transfer,
convey or encumber this  Agreement or any right or interest in this Agreement or
pursuant  to this  Agreement,  or suffer or permit  any such  sale,  assignment,
transfer or  encumbrance  to occur by operation of law without the prior written
consent of the other party.  In the event of any sale,  assignment,  transfer or
encumbrance   consented  to  by  such  other  party,   the  transferee  or  such
transferee's legal  representative  shall agree with such other party in writing
to assume  personally,  perform and be obligated by the covenants,  obligations,
terms, conditions and provisions specified in this Agreement.

     Section 8.17 Consent to Agreement. By executing this Agreement, each party,
for himself,  represents such party has read or caused to be read this Agreement
in  all  particulars,  and  consents  to  the  rights,  conditions,  duties  and
responsibilities imposed upon such party as specified in this Agreement.


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<PAGE>

     IN WITNESS  WHEREOF the parties have executed this  Agreement of Employment
in duplicate  and in multiple  counterparts,  each of which shall have the force
and  effect  of an  original,  on the date  specified  in the  preamble  of this
Agreement.


"EMPLOYER"                                     "EMPLOYEE"

Luna Medical Technologies, Inc.,
a Nevada corporation


By: /s/ Dr. James Swanney                      /s/ Elizabeth Findlay
    --------------------------                 ----------------------------
                                               Elizabeth Findlay
Its: President


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