<SEQUENCE>5

<FILENAME>v031975_ex10-4.txt

<TEXT>



      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED

      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES

      MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE

      REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF

      COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN

      COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT

      OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.





                        CALLABLE SECURED CONVERTIBLE NOTE



British Columbia, Canada

December 16, 2005                                                        $47,600



      FOR VALUE RECEIVED, LUNA TECHNOLOGIES INTERNATIONAL, INC., a Delaware

corporation (hereinafter called the "Borrower"), hereby promises to pay to the

order of AJW PARTNERS, LLC or registered assigns (the "Holder") the sum of

$47,600, on December 16, 2008 (the "Maturity Date"), and to pay interest on the

unpaid principal balance hereof at the rate of eight percent (8%) (the "Interest

Rate") per annum from December 16, 2005 (the "Issue Date") until the same

becomes due and payable, whether at maturity or upon acceleration or by

prepayment or otherwise. Any amount of principal or interest on this Note which

is not paid when due shall bear interest at the rate of fifteen percent (15%)

per annum from the due date thereof until the same is paid ("Default Interest").

Interest shall commence accruing on the Issue Date, shall be computed on the

basis of a 365-day year and the actual number of days elapsed and shall be

payable quarterly provided that no interest shall be due and payable for any

month in which the Trading Price (as such term is defined below) is greater than

$0.2125 for each Trading Day (as such term is defined below) of the month. All

payments due hereunder (to the extent not converted into common stock, $.0001

par value per share (the "Common Stock") in accordance with the terms hereof)

shall be made in lawful money of the United States of America. All payments

shall be made at such address as the Holder shall hereafter give to the Borrower

by written notice made in accordance with the provisions of this Note. Whenever

any amount expressed to be due by the terms of this Note is due on any day which

is not a business day, the same shall instead be due on the next succeeding day

which is a business day and, in the case of any interest payment date which is

not the date on which this Note is paid in full, the extension of the due date

thereof shall not be taken into account for purposes of determining the amount

of interest due on such date. As used in this Note, the term "business day"

shall mean any day other than a Saturday, Sunday or a day on which commercial

banks in the city of New York, New York are authorized or required by law or

executive order to remain closed. Each capitalized term used herein, and not

otherwise defined, shall have the meaning ascribed thereto in that certain

Securities Purchase Agreement, dated December 16, 2005, pursuant to which this

Note was originally issued (the "Purchase Agreement").



<PAGE>



      This Note is free from all taxes, liens, claims and encumbrances with

respect to the issue thereof and shall not be subject to preemptive rights or

other similar rights of shareholders of the Borrower and will not impose

personal liability upon the holder thereof. The obligations of the Borrower

under this Note shall be secured by that certain Security Agreement and

Intellectual Property Security Agreement, each dated December 16, 2005 by and

between the Borrower and the Holder.



      The following terms shall apply to this Note:

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