STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE

STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE

BY AND AMONG

LUNA TECHNOLOGIES INTERNATIONAL, INC AND IT’S

SUBSIDIARY LUNA TECHNOLOGIES (CANADA) INC.

AND

VIRTUAL REACH CORPORATION

STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE

           THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into this day of August, 2007, by and among LUNA TECHNOLOGIES INTERNATIONAL, INC, and subsidiary Luna Technologies (CANADA) Inc a Delaware corporation with its principal place of business located at 61 B Fawcett Rd., Coquit BC,V3K6V2, Canada ("LTII); and VIRTUAL REACH CORPORATION. a Delaware Corporation with its principal place of business at 3275 W Hillsboro Blvd .Deerfield Beach FL,("VRC") and the shareholders of VRC listed on Exhibit A attached hereto and made a part hereof ("Shareholders").

Premises

          A.      This Agreement provides for the acquisition of VRC whereby VRC shall become a wholly owned subsidiary of LTII and in connection therewith, the issuance of a total of 450,000,000 shares of LTII to the VRC Shareholders, the cancellation of certain shares of preferred stock and warrants held by a principal shareholder of LTII in consideration for a new issuance of shares of common stock and new warrants.

          B.      The boards of directors of VRC and LTII have determined, subject to the terms and conditions set forth in this Agreement, that the transaction contemplated hereby is desirable and in the best interests of their stockholders, respectively. This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed acquisition.

Agreement

          NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, it is hereby agreed as follows:

ARTICLE I
REPRESENTATIONS, COVENANTS AND WARRANTIES OF LTII

          As an inducement to and to obtain the reliance of VRC, LTII represents and warrants as follows:

           Section 1.1 Organization. LTII is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the Schedules attached hereto (hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments thereto as in effect on the date hereof. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate any provision of Holding's articles of incorporation or bylaws. LTII has full power, authority and legal right and has taken all action required by law, its articles of incorporation, its bylaws or otherwise to authorize the execution and delivery of this Agreement.

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           Section 1.2 Capitalization. The authorized capitalization of LTII consists of 100,000,000 Common Shares, $0.001 par value per share ("LTII Common Stock"), and 0 shares of Preferred Stock, $0.001 par value ("LTII Preferred Stock"). As of the date hereof, LTII has 45,000,000 LTII Common Stock issued and outstanding and no LTII Preferred Stock are issued and outstanding.

          All issued and outstanding shares are legally issued, fully paid and non-assessable and are not issued in violation of the preemptive or other rights of any person. LTII has no securities, warrants or options authorized or issued.

           Section 1.3 Subsidiaries. LTII has no subsidiaries.

           Section 1.4 Tax Matters: Books and Records.

           Section 1.5 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or threatened by or against or affecting LTII or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse affect on the business, operations, financial condition or income of LTII. LTII is not in default with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

           Section 1.6 Material Contract Defaults. LTII is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of LTII, and there is no event of default in any material respect under any such contract, agreement, lease or other commitment in respect of which LTII has not taken adequate steps to prevent such a default from occurring.

           Section 1.7 Information. The information concerning LTII as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made in light of the circumstances under which they were made, not misleading.

           Section 1.8 Title and Related Matters. LTII has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest in properties and assets, real and personal (collectively, the "Assets") free and clear of all liens, pledges, charges or encumbrances. LTII owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of

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management or other information utilized in connection with LTII' business. No third party has any right to, and LTII has not received any notice of infringement of or conflict with asserted rights of other with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly on in the aggregate, if the subject of an unfavorable decision ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of LTII or any material portion of its properties, assets or rights.

           Section 1.9 Contracts On the closing date:

           Section 1.10 Compliance With Laws and Regulations. To the best of ITII's knowledge and belief, LTII has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of LTII or would not result in LTII incurring material liability.

           Section 1.11 Insurance. All of the insurable properties of LTII are insured for LTII's benefit under valid and enforceable policy or policies containing substantially equivalent coverage and will be outstanding and in full force at the Closing Date.

           Section 1.12 Approval of Agreement. The directors of LTII have authorized the execution and delivery of the Agreement by and have approved the transactions contemplated hereby.

           Section 1.13 Material Transactions or Affiliations. There are no material contracts or agreements of arrangement between LTII and any person, who was at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known to beneficially own ten percent (10%) or more of the issued and outstanding Common Shares of LTII and which is to be performed in whole or in part after the date hereof. LTII has no commitment, whether written or oral, to

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lend any funds to, borrow any money from or enter into material transactions with any such affiliated person.

           Section 1.14 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which LTII is a party or to which any of its properties or operations are subject.

           Section 1.15 Governmental Authorizations. LTII has all licenses, franchises, permits or other governmental authorizations legally required to enable it to conduct its business in all material respects as conducted on the date hereof. Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by LTII of this Agreement and the consummation of the transactions contemplated hereby.

ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES OF VRC

          As an inducement to, and to obtain the reliance of LTII, VRC represents and warrants as follows:

           Section 2.1 Organization. VRC is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the Attached Schedules (as hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments thereto (or equivalents thereof) as in effect on the date hereof. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of VRC's certificate of incorporation or bylaws (or equivalents thereof). VRC has full power, authority and legal right and has taken all action required by law, its articles of incorporation, bylaws (or equivalents thereof) or otherwise to authorize the execution and delivery of this Agreement.

           Section 2.2 Capitalization. The authorized capitalization of VRC consists of 45,000,000 authorized shares of common stock, $ .001 par value per share ("VRC Shares"). As of the date hereof, there are 25,200,000 VRC Shares issued and outstanding.

           Section 2.3 Subsidiaries. VRC has two (2) subsidiaries: Virtual Reach Corporation.

           Section 2.4 Tax Matters; Books & Records

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           Section 2.5 Information. The information concerning VRC as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

           Section 2.6 Title and Related Matters. VRC have good and marketable title to and are the sole and exclusive owners of all of their properties, inventory, interests in properties and assets, real and personal (collectively, the "Assets") free and clear of all liens, pledges, charges or encumbrances, except as set forth in the Schedules attached hereto. Except as set forth in the Schedules attached hereto, VRC owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with their business. Except as set forth in the attached Schedules, no third party has any right to, and VRC have not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of VRC or any material portion of their properties, assets or rights.

           Section 2.7 Litigation and Proceedings. There are no actions, suits or proceedings pending or threatened by or against or affecting VRC, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse effect on the business, operations, financial condition, income or business prospects of VRC and VRC does not have any knowledge of any default on their part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality.

           Section 2.8 Contracts. On the Closing Date:

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bonus, deferred compensation, stock option, severance pay, pension, benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract or indenture relating to the borrowing of money; (iv) guaranty of any obligation for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations, which, in the aggregate exceeds $1,000; (v) consulting or other contract with an unexpired term of more than one year or providing for payments in excess of $10,000 in the aggregate; (vi) collective bargaining agreement; (vii) contract, agreement, or other commitment involving payments by it for more than $10,000 in the aggregate.

           Section 2.9 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which VRC is a party or to which any of their properties or operations are subject.

           Section 2.10 Material Contract Defaults. To the best of VRC's knowledge and belief, it is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of VRC, and there is no event