PURCHASE AND SALE AGREEMENT


THIS AGREEMENT made as of the 3rd day of October, 2000

BETWEEN:

       DR. JAMES SWANNEY and MS. ELIZABETH FINDLAY,  of 308 - 2051 McCallum Rd.,
       BC  V2S  SN3  and  42332  Elizabeth  Avenue,   Chilliwack,   BC  V2R  5C9
       respectively

       (hereinafter  collectively called "the Vendors" and individually referred
       to as "Dr. Swanney" and "Ms. Findlay")

                                                               OF THE FIRST PART

AND:

       LUNA MEDICAL  TECHNOLOGIES  INC.a company  incorporated under the laws of
       Nevada,  having an address at Suite 880, 50 West  Liberty  Street,  Reno,
       Nevada 89501 U.S.A

       (hereinafter called "Purchaser")

                                                              OF THE SECOND PART

AND:

       KING CAPITAL  CORPORATION LTD., a company  incorporated under the laws of
       the Province of British  Columbia,  having an address at 1390 - 1075 West
       Georgia Street Vancouver, British Columbia, V6E 3C9

       (hereinafter called "King Capital")

                                                               OF THE THIRD PART

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                                      -2-


AND:

       MENATHEN  SERVICES  INC.,  a company  incorporated  under the laws of the
       Province of British Columbia, having a registered office at 3232 McKinley
       Drive, Abbotsford, BC V3G 1B9

       (hereinafter called "Menathen")

                                                              OF THE FOURTH PART

WHEREAS:

A.     The  Vendors  are the sole  shareholders  of the only  issued  shares  of
       Menathen

B.     Dr. Swanney is the registered owner of 100,000 Class A shares of Menathen
       and Ms.  Findlay is the  registered  owner of  100,000  Class A shares of
       Menathen representing all issued capital of Menathen.

C.     The Purchaser wishes to purchase from the Vendors and the Vendors wish to
       sell to the  Purchaser  all of their  right,  title and interest in their
       shares of Menathen on the terms and conditions as set out herein with the
       intention  that  the  Purchaser  shall  become  the sole  shareholder  of
       Menathen.

D.     King Capital has agreed to assist the Vendors and the  Purchaser to carry
       out this  Agreement  and their  respective  business  plans by  providing
       interim  financing  to Menathen in order that it carry out the opening of
       the first Health Care Centre.

In  consideration  of the  mutual  promises  set out  herein  and other good and
valuable   consideration   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged the parties agree as follows:

                                    ARTICLE 1
                                 INTERPRETATION

1.1 DEFINITIONS.  In this Agreement (including the Recitals), unless the context
otherwise requires:

       (a)    "Closing" means the formal  completion of the purchase and sale of
              the Shares by the transfer  and  delivery of certain  documents of
              title on the Closing Date;

       (b)    "Closing Date" means  September 30, 2000 or such other date as the
              parties agree Upon in writing;

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                                      -3-


       (c)    "Encumbrance" means any mortgage,  charge, pledge,  hypothecation,
              lien, security interest,  assignment,  option, equity,  execution,
              claim or any other title defect or other  encumbrance  of any kind
              or nature  whatsoever  (including any agreement to give any of the
              foregoing),  whether or not  registered or  registrable or whether
              consensual   or  arising  by  operation  of  law   (statutory   or
              otherwise);

       (d)    "Health  Care  Centre"  means a medical  clinic  offering  medical
              services predominantly to women employing no less than six medical
              doctors.

       (e)    "Shares"  means either  collectively  all of the issued  shares of
              Menathen or where  referred to as either of the  Vendor's  shares,
              the shares of Menathen owned by that Vendor;

1.2    Gender and Number

In this  Agreement,  words  importing  the singular  include the plural and vice
versa and words importing gender include all genders as the context may require.

1.3    Headings and Table of Contents

The division of this Agreement into Parts, Articles,  Sections and the inclusion
of  headings  and a table of  contents  are for  convenience  only and shall not
affect the construction or interpretation of this Agreement.

1.4    Currency

All dollar amounts referred to in this Agreement are Canadian dollars.

1.5    Governing Law

This Agreement shall be governed by and construed in accordance with the laws of
British  Columbia  and the laws of  Canada  applicable  therein  and each of the
parties hereby attorns to the jurisdiction of the Courts of British Columbia.

1.6    Schedules

       Schedule            DESCRIPTION

       A    Financial Statements of Menathen
       B    Disclosed liabilities of Menathen
       C    Release of all claims given by the Vendors
       D    Promissory Note

<PAGE>


                                      -4-


                                    ARTICLE 2
                                PURCHASE AND SALE

2.1    The  Purchaser  agrees to purchase  and the Vendors  agree to sell to the
Purchaser all of their zight,  title and interest in their Shares free and clear
of any Encumbrances affecting the Shares.

2.2    The  Purchaser  shall  deliver  to the  Vendors in  consideration  of the
purchase and transfer of the Shares to the Purchaser the following:

       (a)    as soon as  reasonably  practicable  alter  the  Completion  Date,
              200,000  common shares of the Purchaser to each of Dr. Swanney and
              Ms.  Findlay  provided that such shares will contain a restriction
              on resale as required  pursuant to the Securities and Exchange Act
              or such other  restrictions  as may be imposed by securities  laws
              and regulations which affect the issuance of such shares; and

       (b)    upon the opening for  business of each of the Health Care  Centres
              each of Dr. Swanney and Ms. Findlay will receive 100,000 shares of
              the Purchaser subject to the same resale conditions referred to in
              paragraph  2.2(a) or as otherwise  might be imposed by  regulatory
              authorities  up to a  maximum  of  1,000,000  shares  each  of the
              Purchaser to a total of 2,000,000.

                                    ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF THE VENDORS
                                  AND MENATHEN

3.1    Representations  and Warranties.  The Vendors and Menathen  represent and
warrant to the Purchaser that:

       (a)    the Vendors  legally  and  beneficially  own the Shares,  free and
              clear of any Encumbrance;

       (b)    the Shares  represent all of the issued and outstanding  shares or
              other  securities in the capital of Menathen  owned by the Vendors
              and the Vendors have no right or option to acquire any  additional
              shares or securities of Menathen;

       (c)    other than the Purchaser, no person has any agreement or option to
              acquire the Shares or any of them;

       (d)    the Vendors have due and  sufficient  right and authority to enter
              into this Agreement on the terms and  conditions  herein set forth
              and to transfer  the legal and  beneficial  title to the Shares to
              the Purchaser;

       (e)    this Agreement has been duly and validly executed and delivered by
              the Vendors and constitutes a legal,  valid and binding obligation
              of the Vendors;

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                                      -5-


       (f)    the Vendors are  "residents in Canada" for the purposes of section
              116 of the Income Tax Act of Canada;

       (g)    Menathen is not indebted to the Vendors;

       (h)    the Vendors have not, whether as a member,  employee,  director or
              officer of  Menathen  or in any other  capacity,  entered  into or
              agreed  to  enter  into  any  material  agreement,  commitment  or
              obligation or incurred or arced to incur any material liability or
              expense on behalf of Menathen other than agreements,  commitments,
              obligations,  liabilities  or expenses  incurred  in the  ordinary
              course of  business  except  those  which have been  disclosed  in
              writing to the Purchaser; and

       (i)    the  financial  statements  of Menathen  attached as Schedule  "A"
              hereto are complete  and  accurate and fairly state the  financial
              position of Menathen  and there have been no material  liabilities
              incurred by Menathen or liabilities  in excess of $5,000.00  which
              have  been  incurred  since the date of the  financial  statements
              which have not been paid except those that are set out in Schedule
              "B".

       (j)    Menathen  has the sole and  exclusive  right to operate the Health
              Care Centres and it  possesses  all right and title to operate the
              Health  Care  Centres   including   the   intellectual   property,
              management and financial  systems and know how associated with the
              operation of the Health Care Centres.

3.2    Survival.  The representations and warranties of the Vendors and Menathen
contained  in this  Agreement  shall  survive the Closing and the payment of the
consideration by the Purchaser and,  notwithstanding the Closing and the payment
of the consideration  and any  investigations or inquiries made by the Purchaser
prior to the Closing,  the representations and warranties shall continue in full
force and effect for the benefit of the Purchaser.

                                    ARTICLE 4
                REPRESENTATIONS AND WARRANTIES OF TUE PURCHASER

4.1    Representations and Warranties.  The Purchaser warrants and represents to
the Vendors that;

       (a)    this Agreement has been duly and validly executed and delivered by
              the  Purchaser  and   constitutes  a  legal,   valid  and  binding
              obligation  of the  Purchaser  and the  Purchaser  is  entitled to
              deliver the consideration for the transfer of the Shares; and

4.2    Survival.  The  representations and warranties of the Purchaser contained
in this Agreement shall survive the Closing and the payment of the consideration
and,  notwithstanding  the Closing and the payment of the  consideration and any
investigations  or  enquiries  made by the  Vendors  prior to the  Closing,  the
representations,  warranties,  covenants and  agreements of the Purchaser  shall
survive the Closing.

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                                      -6-


                                    ARTICLE 5
                       VENDORS' AND PURCHASER'S CONDITIONS

5.1    Vendors'  Conditions.  Notwithstanding  anything  herein  contained,  the
obligation  of the  Vendors  to carry  out the  terms of this  Agreement  and to
complete the purchase and sale of the Shares is subject to the  conditions  that
on the Closing Date:

       (a)    all of the covenants, agreements and deliveries to be performed by
              the Purchaser under this Agreement on or prior to the Closing Date
              shall have been duly performed; and

       (b)    the warranties and  representations  of the Purchaser as set forth
              in  section  4.1 of this  Agreement  shall be true and  correct in
              every respect as if such warranties and  representations  had been
              made by the Purchaser on the Closing Date.

5.2    Vendors'  Waiver.  The  conditions  set  forth  in  section  5.1 of  this
Agreement are for the exclusive  benefit of the Vendors and may be waived by the
Vendors in writing in whole or in part on or before the Closing Date.

5.3    Purchaser'  Conditions.  Notwithstanding  anything herein contained,  the
obligation  of the  Purchaser  to carry out the terms of this  Agreement  and to
complete the purchase and sale of the Shares is subject to the conditions that:

       (a)    on  the  Closing  Date  all  of  the  covenants,   agreements  and
              deliveries to be performed  under this Agreement by the Vendors on
              or prior to the Closing Date shall have been duly performed;

       (b)    the warranties and  representations of the Vendors as set forth in
              section 3.1 of this  Agreement  shall be true and correct in every
              respect as if such warranties and representations had been made by
              the Vendors on the Closing Date;

       (e)    the  Purchaser  being  satisfied  it has the lawfull  authority to
              issue the shares  referred to in Section  2.2(a) and 2.2(b) and it
              obtaining from its securities counsel an unqualified  opinion that
              it can carry out this  transaction  and deliver the  consideration
              for the Shares.

5.4    Purchaser'  Waiver.  The  conditions  set  forth in  section  5.3 of this
Agreement  are for the  exclusive  benefit of the Purchaser and may be waived by
the Purchaser in writing in whole or in part on or before the Closing Date.

<PAGE>


                                      -7-


                                    ARTICLE 6
                              DELIVERIES AT CLOSING

6.1    Vendors'  Deliveries.  At the  Closing,  the Vendors and  Menathen  shall
deliver or cause to be delivered to the Purchaser:

       (a)    share  certificate(s) in the name of the Vendors  representing the
              Shares, duly endorsed for transfer to the Purchaser;

       (b)    the Release executed by the Vendors in the form attached hereto as
              Schedule "C";

       (c)    Notice of Director appointing Ms. Elizabeth Findlay as director of
              Menathen and the Purchaser;

       (d)    the resignation of Dr. James Swanney as a director of Menathen;

       (e)    the Promissory Note of Menathen;

       (f)    such other documents as may reasonably be required.

                                    ARTICLE 7
                                     CLOSING

7.1    Closing.  The  Closing  of  the  purchase  and  sale  of  the  Shares  as
contemplated by this Agreement shall take place on the Closing Date at such time
and place as agreed to by the parties at Fasken  Martineau  DuMoulin LLP, 2100 -
1075 West Georgia Street, Vancouver, BC V6E 3G2

7.2    Closing Procedures.  All documents to be delivered at the Closing will be
delivered  in escrow on or before the  Closing  Date.  All  matters of  payment,
execution  and  delivery of the  documents  to be  delivered  at Closing will be
deemed to be concurrent requirements and nothing will be complete at the Closing
until  everything  required to complete the Closing has been paid,  executed and
delivered.  Upon  completion  of the  Closing,  the  documents  delivered at the
Closing will be delivered to the appropriate parties.

                                    ARTICLE 8
                         HEALTH CARE CENTRE DEVELOPMENT

8.1    Health Care Centre  Development.  The Purchaser  shall use its good faith
       best efforts to develop and promote the  establishment  of a series of up
       to ten Health Care  Centres  during the 24 months  following  the date of
       this Agreement.

8.2    First  Health  Care  Centre.  The  Purchaser  shall  commit  the  sum  of
       $600,000.00  towards the  establishment  of the first  Health Care Centre
       located at Abbotsford B.C. for the

<PAGE>


                                      -8-


       purposes  of  construction  and  operation  of same in such manner as the
       Purchaser determines.  The Purchaser shall advance $200,000 by October 1,
       2000,  $200,000 by November 1, 2000 and  $200,000 by January 1, 2001.  In
       the event that the Purchaser  fails to make such payments  within 60 days
       of  the  dates  set  out  above  and  after  demand  for  payment  of the
       installments  is made,  the Vendors  shall be entitled to terminate  this
       Agreement and the Purchaser  shall reconvey the Shares upon demand to the
       Vendors and the Vendors shall reconvey to the Purchaser the shares of the
       Purchaser that they received under this Agreement.

                                    ARTICLE 9
                          INTERIM FINANCIAL ASSISTANCE

9.1    Interim Financial  Assistance.  The parties acknowledge that King Capital
       has provided interim  financial  assistance to the Purchaser and Menathen
       by means of the  advancement  of the sum of $200,000.00 on account of the
       obligations  of the  Purchaser  under  paragraph  8.2.  King  Capital may
       advance additional monies from time to time (collectively the "Advances")

9.2    Promissory  Notes.  As evidence  of the  Advances,  Menathen  shall grant
       Promissory  Notes in the form  attached as Schedule "D" in favour of King
       Capital.

9.3    Further  Security.  As further security for any and all Promissory Notes,
       Menathen hereby grants to King Capital a security  interest in all of its
       personal  property no matter when acquired and it shall at the request of
       King  Capital  execute a  General  Security  Agreement  in favour of King
       Capital in respect of its personal property.

9.4    Option in favour of King  Capital.  Subject to regulatory  approval,  the
       Purchaser  agrees to grant to King Capital an Option to acquire shares of
       the  Purchaser at a price of $.50US by means of paying for such shares by
       means of assigning the  indebtedness  owed to King Capital by Menathen or
       in in such other manner as may be determined  such that the extent of the
       option  right of King  Capital  shall be  limited to the right to acquire
       shares of the  Purchaser  to the extent of the total  amount  that it has
       advanced  to  Menathen  under  this  section.  Such  stock  will  contain
       restrictions  on resale  or will  otherwise  be  subject  to a  voluntary
       restriction on resale which shall restrict the ability of King Capital to
       resell such stock for a term of one year following issuance.

                                   ARTICLE 10
                 CORPORATE ORGANIZATION AND OTHER AGREEMENTS

10.1   Dr. Swanney and Ms. Findlay shall,  if they consent,  be appointed to the
       board of directors of the  Purchaser  provided that the two of them shall
       not  constitute  a majority of  directors  of the  Purchaser.  Subject to
       regulatory  approval  and as a condition  of acting as  directors  of the
       Purchaser, Dr. Swanney and Ms. Findlay shall be granted upon appointment,
       a stock option in a form  acceptable  to relevant  securities  regulators
       allowing  them to  acquire  up to 50,000  shares of the  Purchaser  at an
       exercise price of $1.00 U.S. per share.

<PAGE>


                                      -9-


10.2   The Purchaser and Dr. Swanney and Ms. Findlay shall enter into employment
       contacts upon normal  commercial  terms  subsequent to the  completion of
       this Agreement.

                                   ARTICLE 11
                               GENERAL PROVISIONS

11.1   Notices

Any  notice,  document  or  communication  required  or  permitted  to be  given
hereunder shall be in writing and delivered by hand or by facsimile to the party
to which it is to be given as follows:

       To:    Dr. James Swanney:

              33623 Wildwood Drive
              Abbotsford, BC V2S 152

              Ms. Elizabeth Findlay:

              42332 Elizabeth Avenue
              Chilliwack, BC V2R 5C9

       To:    Luna Medical Technologies Inc.:

              c/o Fasken Martineau DuMoulin LLP
              Barristers & Solicitors
              2100 - 1075 West Georgia Street
              Vancouver, British Columbia V6E 3G2

              Attention:  Robert A. Millar
              Facsimile  No.: (604) 631-3232

       To:    King Capital Corporation Ltd.

              c/o Fasken Martineau DuMoulin LLP
              Barristers & Solicitors
              2100 - 1075 West Georgia Street
              Vancouver, British Columbia VEE 3G2

              Attention: Robert A Millar
              Facsimile No.: (604) 631-3232


<PAGE>
                                      -10-


       To:    Menathen Services Inc.

              3232 McKinley Drive,
              Abbotsford, BC V30 1B9

or to such  other  address or  facsimile  number as a party may advise by notice
given  in  accordance   with  this  Section.   Any  such  notice,   document  or
communication shall be deemed to have been given when delivered or transmitted.

11.2   Time

Time shall be of the essence of this Agreement.

11.3   Invalidity

If any  covenant,  obligation  or agreement  or part thereof or the  application
thereof  to any  person or  circumstance  shall,  to any  extent,  be invalid or
unenforceable,  the  remainder  of this  Agreement  or the  application  of such
covenant,  obligation or agreement or part thereof to any person or circumstance
other  than  those to which it is held  invalid  or  unenforceable  shall not be
affected  thereby.  Each  covenant,  obligation  and agreement in this Agreement
shall be separately  valid and  enforceable to the fullest  extent  permitted by
law.

11.4   Further Assurances

Each of the parties will execute and deliver all such further  documents  and do
such further acts and things as may be reasonably  required from time to time to
give effect to this Agreement.

11.5   Remedies Cumulative

No remedy under this  Agreement  shall be deemed to be exclusive and a party may
from time to time have recourse to one or more of all of the available  remedies
under this Agreement either at law or in equity.

11.6   Waiver

No consent  to or waiver of any breach or default by a party in the  performance
of its  obligations  hereunder  shall be deemed or  construed to be a consent or
waiver of any other  breach or default in the  performance  by such party of the
same or of any other obligation of such party.  Failure on the part of any party
to  complain  of any act or failure to act of any other  party or to declare the
other party in default  irrespective of how long such failure  continues,  shall
not constitute a waiver by such party of its rights hereunder.

<PAGE>


                                      -11-


11.7   Entire Agreement

This Agreement  constitutes the entire agreement among the parties pertaining to
the  subject  matter  hereof  and  supersedes  all  prior  and   contemporaneous
agreements,  understandings,  negotiations,  and  discussions,  whether  oral or
written,  of the parties with respect to the subject matter hereof and there are
no  warranties,  representations  or  other  agreements  among  the  parties  in
connection  with the subject  matter  hereof  except as  specifically  set forth
herein.

11.8   Amendments

This  Agreement  may hot be modified,  supplemented  or amended  except with the
written agreement of the parties hereto.

11.9   Binding Effect

This  Agreement  shall  enure to the  benefit of and shall be  binding  upon the
parties  hereto  and, to the extent that they are  permitted,  their  respective
successors and assigns.

11.10  Counterparts and Formal Date

This Agreement may be executed in  counterparts,  each of which when so executed
shall  be  deemed  to  be an  original  and  such  counterparts  together  shall
constitute one and the same instrument and notwithstanding the date of execution
shall be deemed to bear the date written in the beginning of this Agreement.

IN WITNESS WHEREOF the parties have executed this Agreement.


SIGNED, SEALED & DELIVERED             )
by DR JAMES SWANNEY in the presence    )
of:                                    )
                                       )
_____________________________          )
Witness                                )
                                       )
_____________________________          )  /s/ DR. JAMES SWANNEY
Name                                   )  ----------------------
                                       )  DR. JAMES SWANNEY
_____________________________          )
Address                                )
                                       )

<PAGE>
                                      -12-


SIGNED, SEALED & DELIVERED             )
by MS. ELIZABETH FINDLAY in the        )
presence of:                           )
                                       )
_____________________________          )
Witness                                )
                                       )
_____________________________          )  /s/ MS. ELIZABETH FINDLAY
Name                                   )  --------------------------
                                       )  MS. ELIZABETH FINDLAY
_____________________________          )
Address                                )
                                       )



LUNA MEDICAL TECHNOLOGIES INC.
By its Authorized Signatory;

/s/ [ILLEGIBLE]
-------------------------------

KING CAPITAL CORPORATION LTD.
By its Authorized Signatory;

/s/ Cameron King
-------------------------------

MENATHEN SERVICES INC.
By its Authorized Signatory;

/s/ Elizabeth Findlay
-------------------------------

<PAGE>


                                  SCHEDULE "A"


                    Attached Financial Statements of Menathen

<PAGE>


                                  SCHEDULE "B"


                   Attached Disclosed liabilities of Menathen

<PAGE>


                                  SCHEDULE "C"


                                   RELEASE



     KNOW ALL MEN BY THESE  PRESENTS  that DR.  JAMES  SWANNEY  ("Swanney")  and
ELIZABETH FINDLAY ("Findlay") for and in consideration of the sum of ONE ($1.00)
DOLLAR and other good and valuable consideration, the receipt of which is hereby
acknowledged,  DO HEREBY  AGREE to release and forever  discharge,  and by these
presents does for  themselves,  their  agents,  successors  and assigns,  hereby
remise, release and forever discharge MENATHEN SERVICES INC.  ("Menathen"),  its
successors  and  assigns  of and from any and all manner of  actions,  causes of
action, suits, claims, contracts, debts, demands and damages of every nature and
kind whatsoever, at law or in equity and whether known or unknown,  suspected or
unsuspected, which Swanney, Findlay or their agents, successors and assigns have
or  hereafter  can,  shall or may have by reason of any  matter,  cause or thing
whatsoever existing up to the present time.


     IN WITNESS WHEREOF Swanney and Findlay have hereunto set their respective

<PAGE>


                                      -2-


hands and seal as of the 3rd day of October, 2000



SIGNED, SEALED & DELIVERED             )
by DR. JAMES SWANNEY in the            )
presence of:                           )
                                       )
_____________________________          )
Witness                                )
                                       )
_____________________________          )  /s/ DR. JAMES SWANNEY
Name                                   )  ---------------------
                                       )  DR. JAMES SWANNEY
_____________________________          )
Address                                )
                                       )



SIGNED, SEALED & DELIVERED             )
by MS. ELIZABETH FINDLAY in the        )
presence of:                           )
                                       )
_____________________________          )
Witness                                )
                                       )
_____________________________          )  /s/ MS. ELIZABETH FINDLAY
Name                                   )  --------------------------
                                       )  MS. ELIZABETH FINDLAY
_____________________________          )
Address                                )
                                       )

<PAGE>


                                  SCHEDULE "D"


                             DEMAND PROMISSORY NOTE


$200,000.00                                                   September 30, 2000


     FOR VALUE RECEIVED,  the  undersigned  promises to pay on demand the sum of
$200,000.00,  together  with  interest  thereon  at the prime  rate of  interest
announced  from  time to time by the  Royal  Bank of  Canada  from  the  date of
advance,  to the order of King  Capital  Corporation  Ltd.  at  #1390-1075  West
Georgia Sweet, Vancouver, B.C. V6E 3C9


     The undersigned hereby waives  presentment and demand for payment,  protest
and notice of protest, and notice of dishonour and non-payment.


MENATHEN SERVICES INC.
By its Authorized Signatory:

/s/ Elizabeth Findlay
----------------------------