BUSINESS CONSULTANT AND MANAGEMENT AGREEMENT

     THIS BUSINESS CONSULTANT AND MANAGEMENT AGREEMENT ("Agreement") is made and
entered into in duplicate effective the 26th day of October,  2000, between Luna
Medical Technologies, Inc., a Nevada corporation, hereinafter referred to as the
"Corporation," and Cameron King, hereinafter referred to as the "Consultant":

                                    RECITALS

A. The  Corporation  is presently in the business of developing  women's  health
care centers and related products and services.

B. It is the desire of the  Corporation to engage the services of the Consultant
to perform for the Corporation certain functions in the management and operation
of the  Corporation  and to consult with the Board of Directors and the officers
of the Corporation and with the administrative staff concerning problems arising
in  the  fields  of  the  Corporation  management;  fiscal  policies;  personnel
policies;  purchases of equipment,  supplies,  and services;  and other problems
which may arise, from time to time, in the operation of the Corporation.

C. It is the desire of the  Consultant  to consult with the Board of  Directors,
the officers of the Corporation, and the administrative staff, and to undertake,
for the Corporation, the direction of certain functions in the management of the
Corporation.

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:

     1. Term of Agreement.  The respective duties and obligations of the parties
to this  Agreement  shall commence on the date specified in the preamble of this
Agreement.

     2.  Consultations.  The Consultant shall make himself  available to consult
with the Board of Directors, the officers of the Corporation, and the department
heads of the  administrative  staff,  at reasonable  times,  concerning  matters
pertaining to the organization of the administrative staff, the fiscal policy of
the Corporation,  the relationship of the Corporation with its employees or with
any  organization  representing  its employees,  and in general,  concerning any
problem of importance  concerning the business affairs of the  Corporation.  The
Consultant  shall  devote a minimum of 20 hours per month to the  affairs of the
Corporation   and,   any   provision   of  this   Agreement   to  the   contrary
notwithstanding,  the Consultant shall devote only so much time, in excess of 20
hours, to the affairs of the Corporation as the Consultant,  in the Consultant's
sole discretion,  determines to be necessary or appropriate;  and the Consultant
may be employed by, represent, or perform services for,


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any additional  persons as the Consultant,  in the Consultant's sole discretion,
determines to be necessary or appropriate.

     3.  Management  Authority of  Consultant.  In addition to the  consultation
provided for in Paragraph 2 of this  Agreement,  the  Consultant  shall  provide
management of the  administrative  staff of the Corporation.  The administrative
staff of the  Corporation  shall  include all the  employees of the  Corporation
directly or indirectly  engaged in the affairs of the Corporation other than the
Board of Directors of the Corporation, the president, vice president, secretary,
and treasurer of the Corporation.

     4. Management Power of Consultant.  The business affairs of the Corporation
which affect,  directly or indirectly,  the daily operation of the Corporation's
business activities and which arise in the ordinary course of business, shall be
conducted by the  administrative  staff.  All the members of the  administrative
staff shall be employees of the Corporation;  however, the Consultant shall have
the management  authority,  subject to the directions of the Corporation's Board
of Directors,  president, and vice president, over the administrative staff, and
shall have the authority to employ (on such terms and for such  compensation  as
he deems  proper),  discharge,  direct,  supervise,  and control  each and every
member of the  administrative  staff.  It is the intention of the Corporation to
confer on the Consultant all the powers of direction,  management,  supervision,
and control of the  administrative  staff that the Consultant  would have if the
members of the administrative staff were direct employees of the Consultant.

     5. Business Manager. The Consultant, in his sole discretion, may employ, in
the name of the Corporation,  a business manager.  If such a business manager is
employed,  he or she shall act as an administrative  assistant to the Consultant
and  as the  chief  administrative  officer  of the  administrative  staff.  The
business  manager  shall be under the  direct  control  and  supervision  of the
Consultant.  The  Consultant  may,  from time to time,  delegate to the business
manager so much of the Consultant's authority as he deems proper with respect to
the  employment,   discharge,   direction,   control,  and  supervision  of  the
administrative  staff,  and the  Consultant  may  withdraw  from  said  business
manager,  at any time the Consultant  deems it expedient or proper so to do, any
portion or all of the authority theretofore conferred on the business manager.

     6. Consultant to Act as Agent.  From time to time, the Corporation may deem
it advisable to enter into  various  agreements  relating to the business of the
Corporation.  With regard to said agreements,  and when directed to do so by the
president  of  the  Corporation,  the  Consultant  shall  be  the  agent  of the
Corporation  for the purpose of negotiating the terms and conditions of the said
agreements.  However,  the Consultant shall not obligate the Corporation to said
agreements  without first obtaining the approval of the terms of said agreements
from the Board of Directors of the Corporation.

     7.  Employment  of  Assistants.  If  it is  reasonably  necessary  for  the
Consultant  to have the aid of  assistants  or the  services  of other  persons,
companies,  or firms in order to  properly  perform  the duties and  obligations
required of the Consultant under this Agreement,


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the Consultant may, from time to time,  employ,  engage, or retain the same. The
cost to the Consultant for said services shall be chargeable to the Consultant.

     8. Right to Manage. Except as specifically provided to the contrary herein,
and to the greatest degree allowable under the General Corporation Law and other
laws of the State of Nevada,  it is the intent of the  Corporation  to confer on
the  Consultant  the right to manage  and  direct  the  business  affairs of the
Corporation for such periods as the Corporation's  Board of Directors shall deem
appropriate.  If any  provision of this  agreement  is adjudged  unlawful by any
court of competent  jurisdiction,  the remaining  provisions  of this  agreement
shall remain in full force and effect.

     9.  Compensation.  The  Corporation  shall issue to the Consultant  100,000
shares of the  Corporation's  $.001 par value common stock as  compensation  for
providing the services specified in this Agreement.

     10.  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  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.

     11.  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.

     12. 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


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

     13. 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.

     14. 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.

     15. 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.

     16.  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.


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     17. 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.

     18.  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.

     19.  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
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.

     20.  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.

     21.  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


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<PAGE>

remedy which either party may have,  either at law, in equity or pursuant to the
provisions of this Agreement.

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

     23.  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.

     24. 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.

     25. Consent to Agreement.  By executing  this  Agreement,  each party,  for
himself  or  itself,  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.

     IN WITNESS  WHEREOF the parties have executed  this  Agreement 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.

"Corporation"                                "Consultant"

Luna Medical Technologies, Inc.,
a Nevada corporation


By:  /s/ Dr. James Swanney                   /s/ Cameron King
     ---------------------------             ---------------------------
     Dr. James Swanney                       Cameron King
Its: President


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