OFFER OF EMPLOYMENT

Exhibit 10.2

REVISED

April 14, 2005

Mr. Scott A. Graeff

641 White Oak Road

Roanoke, VA 24014

Dear Scott:

I am pleased to extend you an invitation to join Luna Innovations in the position of Chief Financial Officer, reporting to the Luna Innovations Chief Executive Officer, Kent Murphy, starting on July 1, 2005. This position will be exempt.

We can offer a monthly salary of $12,500.00. You will be eligible for a 35% bonus, payable quarterly, based on achievement of a milestone bonus plan to be mutually determined by you and the Board of Directors within 45 days of your date of hire. We will recommend to the Board of Directors that, at the first Board meeting following your employment, you be provided with a stock option grant to purchase 100,000 shares of Luna Innovations Common Stock at an exercise price equal $0.20/share. The grant will be subject to